Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender. (b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement. (c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee. (d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 4 contracts
Sources: Term Loan Agreement (Revlon Consumer Products Corp), Term Loan Agreement (Revlon Consumer Products Corp), Term Loan Agreement (Revlon Consumer Products Corp)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Arranger, each Agent, each Arranger, Lender and each Lender Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article IXIII) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 (i) to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further(ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that the Company shall does not be required to reimburse the Indemnitees for the fees involve an act or omission of any Warnaco Entity or affiliate thereof and expenses of more than is brought by one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the IndemniteesIndemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Warnaco Entity involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesWarnaco Entity, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral Agent, at the direction of the Administrative any Facility Agent, any LenderLender or any Issuer, or any Agent Facility Agent, any Lender or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Warnaco Entity, and (yB) to the extent attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of such Agent the Facility Agents or such Lender.
(b) The Company shallBorrower shall indemnify each Agent, each Arranger, each Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents each Agent, each Arranger, each Lender and the Lenders each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders any Agent, Arranger, Lender or any Issuer for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries Warnaco Entity in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Secured Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 4 contracts
Sources: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each Lender and each of their respective Affiliates, and defend each of the directorsLender Parties (each, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) for, from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) Liabilities that may be imposed on, incurred by or asserted against any such an Indemnitee in connection with any matter relating to or arising out of: (a) any Loan Document or Obligation (or repayment thereof) or the use of Loan proceeds; (b) the Commitment, or any other commitment letter, proposal, or term sheet with any Person; (c) Borrower’s operations at or relating to the Sites; (d) the Collateral, including its design, construction, operation, alteration, maintenance, or use by Borrower or any other Person; (e) any permitted disclosure of Credit Party Information; (f) any misrepresentation or inaccuracy in any representation or warranty in any Loan Document; (g) any breach or failure by any Credit Party to pay or perform the Obligations; or (h) any other act, event or transaction related, contemplated in or attendant to any of the foregoing, including any actual or prospective investigation, litigation or proceedingother proceeding relating to any of the foregoing, whether or not such Indemnitee initiated such investigation, litigation or other proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party theretothereto and without regard to legal theory, whether directincluding pursuant to Applicable Law, indirectcommon law, equity, contract, tort, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby otherwise (collectively, the “Indemnified Matters”); provided. Notwithstanding the foregoing, however, that the Company Borrower shall not have any liability under this Section 14.17 hereunder to an any Indemnitee with respect to any Indemnified Matter Matter, to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that the Company shall Borrower and each other Credit Party waive and agree not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or assert against any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shallIndemnitee, and shall cause each other Loan Credit Party to, indemnify the Agents to waive and the Lenders for, and hold the Agents and the Lenders harmless from and againstnot assert against any Indemnitee, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant right of contribution with respect to any agreementLiabilities that may be imposed on, arrangement or understanding made incurred by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend asserted against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeLender Party.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 4 contracts
Sources: Loan Agreement (Lodging Fund REIT III, Inc.), Loan Agreement (Condor Hospitality Trust, Inc.), Loan Agreement (Condor Hospitality Trust, Inc.)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, Lender, Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries or any such Indemnitee or any of its their respective directors, security holders or creditors or the Borrower or any such Subsidiary, Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee (i) with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to a dispute among Indemnitee (other than a claim against any Agent or its affiliates solely in its capacity as Agent, except to the extent such claim is found by a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Lead Arranger or affiliate, as applicable); providedor (iii) arising from a material breach of the obligations of an Indemnitee under this Agreement as determined by a final, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses non-appealable judgment of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict court of interest among the Indemniteescompetent jurisdiction. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estatemigrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor on Real Property or any asset owned or leased by the Borrower or any of any Governmental Authority for Environmental Liabilities and Costs its Subsidiaries and (iv) any costs or liabilities concerning the Borrower or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative any Agent, any LenderLender or any Issuer, or any Agent Agent, any Lender or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts or omissions of the Agentsany Agent, such Lender or such Issuer or any agent on behalf of such Agent Agent, such Lender or such LenderIssuer or any other Indemnitee.
(b) The Company shallBorrower shall indemnify each Agent, each Arranger, Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents such Agent, Arranger, Lender and the Lenders Issuer and harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 4 contracts
Sources: Credit Agreement (Amc Entertainment Holdings, Inc.), Credit Agreement (Amc Entertainment Inc), Credit Agreement (Amc Entertainment Holdings, Inc.)
Indemnities. (a) The Company agrees toGroup and the Borrower agree, jointly and shall cause each other Loan Party toseverally, to indemnify and hold harmless each Arranger, each Agent, each Arranger, Lender and each Lender Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article IXIII) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that neither Group nor the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 (i) to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further(ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that the Company shall does not be required to reimburse the Indemnitees for the fees involve an act or omission of any Warnaco Entity or affiliate thereof and expenses of more than is brought by one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the IndemniteesIndemnitee against another Indemnitee. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Warnaco Entity involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesWarnaco Entity, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral Agent, at the direction of the Administrative any Facility Agent, any LenderLender or any Issuer, or any Agent Facility Agent, any Lender or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Warnaco Entity, and (yB) to the extent attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of such Agent the Facility Agents or such Lender.
(b) The Company Group and the Borrower shall, jointly and shall cause each other Loan Party toseverally, indemnify the Agents each Agent, each Arranger, each Lender and the Lenders each Issuer for, and hold the Agents each Agent, each Arranger, each Lender and the Lenders each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders any Agent, Arranger, Lender or any Issuer for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries Warnaco Entity in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Group and the CompanyBorrower agree, in any eventjointly and severally, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Secured Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 4 contracts
Sources: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Indemnities. (a) The Company agrees to, and shall cause Borrower will indemnify each other Loan Party to, indemnify and hold harmless each Agent, each of the Arranger, each Lender Lender, the Collateral Agent, the Administrative Agent and each of their respective Affiliatesaffiliates and their officers, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants agents and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXeach, an "Indemnified Party") (and hold each such Person being an “Indemnitee”) Indemnified ----------------- Party harmless from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements liabilities and expenses, joint or several, of any kind or nature expenses (including reasonable fees, disbursements fees and expenses of financial counsel and, with respect to the Collateral Agent, reasonable allocated costs and expenses of in-house counsel and legal advisors to any such Indemniteestaff) that may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party, in each case arising out of or in connection with with:
(A) this Agreement and any other Loan Documents, any of the transactions contemplated herein or arising out therein or the actual or proposed use of the proceeds of the Advances; or
(B) the actual or alleged presence of Materials of Environmental Concern on any property of the Borrower or any environmental proceeding relating in any way to the Borrower, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct.
(b) In the case of any investigation, litigation or proceedingother proceeding to which the indemnity in this Section 14.5(a) applies, the indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, its directors, shareholders or creditors or an Indemnified Party or any such Indemnitee other Person or any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.
(c) The Borrower also shall not to assert any claim against the Administrative Agent, the Collateral Agent, any Lender, any of their Affiliates, or any of its their respective directors, security holders or creditors or officers, employees, attorneys and agents, on any such Indemniteetheory of liability, director, security holder or creditor is a party thereto, whether directfor special, indirect, consequential or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or punitive damages arising out of or otherwise 123 relating to this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, of the transactions contemplated herein or the use actual or intended proposed use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeAdvances.
(d) The Company agrees If any payment of principal of any Advance is made by the Borrower to or for the account of a Lender other than on the last day of the Interest Period for such Advance, as a result of any repayment or, prepayment or acceleration of the maturity of the Advances pursuant to Section 12.1 or for any other reason, the Borrower shall pay to the Administrative Agent for the account of such Lender any loss, cost or expense (including loss of anticipated profit) that any indemnification Lender may sustain or incur as a consequence of the making of any payment of an Advance on a day that is not the last day of the applicable Interest Period with respect thereto.
(e) The Borrower shall indemnify each Lender against any loss, cost or expense incurred by any Lender as a result of any failure to fulfill on or before the date specified in any Disbursement Claim for a requested Advance the applicable conditions set forth in Articles 10.1 and 11.1, including any loss (including loss of anticipated profits), cost or expense incurred by reason of the liquidation or reemployment of deposits or other protection provided funds acquired by such Lender to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentfund its participation in such requested Advance.
Appears in 3 contracts
Sources: Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\), Loan Agreement (Omnipoint Corp \De\)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender L/C Issuer, each Person (other than the Borrower) party to a Secured Hedging Agreement, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furtherthe Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that the Company shall not may be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 3 contracts
Sources: Credit Agreement (Assisted Living Concepts Inc), Credit Agreement (Assisted Living Concepts Inc), Credit Agreement (Assisted Living Concepts Inc)
Indemnities. (a) The Company Corporation hereby covenants and agrees to, and shall cause each other Loan Party toto protect, indemnify and hold harmless each Agent, each Arranger, each Lender and each the Agent and/or any of their its respective Affiliates, affiliates and each of the directors, officers, employees, agentspartners, trustees, representatives, attorneys, consultants counsel and advisors of or to any agents of the foregoing Agent (including those retained in connection with hereinafter referred to as the satisfaction or attempted satisfaction of any condition set forth in Article IX"Personnel") (each such Person being an “Indemnitee”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings, or claims), and the reasonable fees and expenses of its counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agent and/or Personnel, to which the Agent and/or the Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilitiesliabilities or actions arise out of or are based, obligationsdirectly or indirectly, losses, penalties, actions, judgments, suits, costs, disbursements upon the performance of professional services rendered to the Corporation by the Agent and expenses, joint the Personnel hereunder or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee otherwise in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or the matters referred to in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company this indemnity shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter apply to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final judgment that has become non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include determine that:
(i) all Environmental Liabilities and Costs arising from the Agent and/or the Personnel have been grossly negligent or connected with dishonest or have committed any fraudulent act in the past, present or future operations course of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, performance;
(ii) any costs the expenses, losses, claims, damages or liabilities incurred liabilities, as to which indemnification is claimed, resulted from the gross negligence, dishonesty or fraud referred to in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (i); or
(iii) in the event that the Agent breaches any costs material provision of this Agreement or liabilities incurred material applicable law. The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Agent by any governmental commission of regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, and/or should the Corporation and/or the Agent and/or any Personnel of the Agent be investigated or required to testify in connection with any Lien therewith or required to respond to procedures designed to discover information regarding or in favor connection with, or by reason of the performance of professional services rendered to the Corporation by the Agent, the Agent shall have the right to employ its own counsel in connection therewith, and other than the occurrence of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to events itemized in clauses (i), (ii), ) and (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the reasonable fees and expenses of such counsel shall be as well as the reasonable for a secondary counsel; provided, further, that the Company shall not be required costs (including an amount to reimburse the Indemnitees Agent for time spent by the fees Personnel in connection therewith) and out of pocket expenses incurred by the Personnel in connection therewith shall be paid by the Corporation as it occur. Promptly after receipt of more than one joint counsel for notice of the Administrative commencement of any legal proceeding against the Agent or any of the Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly upon any matter in respect of which indemnification may be sought from the Corporation, the Agent will notify the Corporation in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. No admission of liability and no settlement of any proceeding or claim shall be made without the consent of the Corporation and the Agent, such consent not to be unreasonably withheld. The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Agent and the Collateral Agent shall be binding upon and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure enure to the benefit of any Person that was at successors, assigns, heirs and personal representatives of the Corporation, the Agent and any time an Indemnitee of the Personnel of the Agent. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any other Loan DocumentAgreement.
Appears in 2 contracts
Sources: Agency Agreement (Searchlight Minerals Corp.), Agency Agreement (Searchlight Minerals Corp.)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants and consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent Agent, such Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Collateral Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Collateral Agent, the Lenders and each issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Collateral Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to (x) the Prior Credit Agreement (including pursuant to Section 11.4 thereof) or any other Loan Document (as defined in the Prior Credit Agreement and each an “Prior Loan Document”) and (y) the Existing Credit Agreement (including pursuant to Section 11.4 thereof) or any other Loan Document (as defined in the Existing Credit Agreement and each an “Existing Loan Document”) shall survive the effectiveness of this Agreement and any indemnification or other protection provided to any Indemnitee pursuant to the Prior Credit Agreement, any other Prior Loan Document, the Existing Credit Agreement, any other Existing Loan Document, this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under the Prior Credit Agreement, any other Prior Loan Document, the Existing Credit Agreement, any other Existing Loan Document, this Agreement or any other Loan Document.
(e) Notwithstanding the foregoing Section 11.4, an Indemnitee shall effect no settlement or any claims or proceeding for which indemnification is sought without the prior written consent of the Borrower (such consent shall not be unreasonably withheld or delayed).
(f) In connection with any Indemnified Matters or any other claim or proceeding (or group of dated claims or proceedings) subject to the foregoing Section 11.4, the Borrower shall not be required to reimburse the Administrative Agent and the Lenders for the expenses of more than one counsel for the Administrative Agent and one counsel for the Lenders (in each case, in addition to the expenses of any appropriate local and special counsel).
Appears in 2 contracts
Sources: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, each Lender Lender, each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXSection 4 (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Revolving Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted from the gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the breach by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shallBorrower shall indemnify each Agent, each Arranger, each Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its the Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionproceeding, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Actionproceeding, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1710.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP), Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Indemnities. (a) The Company Each Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company no Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that the Company shall each of Holdings and each Borrower waives and agrees not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or assert against any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shallIndemnitee, and shall cause each other Loan Party to, indemnify the Agents to waive and the Lenders for, and hold the Agents and the Lenders harmless from and againstnot assert against any Indemnitee, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant right of contribution with respect to any agreementLiabilities that may be imposed on, arrangement or understanding made incurred by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend asserted against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeRelated Person.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Rush Enterprises Inc \Tx\), Credit Agreement (Rush Enterprises Inc \Tx\)
Indemnities. (a) The Company hereby indemnifies and agrees to, and shall cause each other Loan Party to, indemnify and to hold harmless each AgentNoteholder and its officers, each Arrangerdirectors, each Lender employees and each agents against and from any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses (including reasonable attorneys' fees and expenses) which may be instituted or asserted against or incurred by such indemnified Person arising out of, in any way connected with, or as a consequence of any of the following:
(i) the use of any proceeds of the Notes; or
(ii) this Agreement, any of the other Financing Documents, the performance by the parties hereto and thereto of their respective Affiliatesobligations hereunder and thereunder, and each consummation of the directorstransactions contemplated hereby and thereby; or
(iii) default in payment of the principal amount of the Notes or any part thereof or interest accrued thereon, officersor any other amount due in connection with any of the Financing Documents; or
(iv) the occurrence of any other Default or Event of Default under this Agreement; or
(v) any claim, employeeslitigation, agents, trustees, representatives, attorneys, consultants and advisors of investigation or proceeding relating to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceedingforegoing, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor indemnified Person is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) A certificate as to any additional amounts payable pursuant to this Section 11.15 setting forth the basis and method of determining such amounts shall be conclusive, absent manifest error, as to the determination by such Noteholder or such other indemnified Person set forth therein if made reasonably and in good faith. The Company shallshall pay any amounts so certified to it by such Noteholder or such other indemnified Person within ten (10) days of receipt of any such certificate. The provisions of this Section 11.15 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, and shall cause each the consummation of the transactions contemplated hereby, the repayment of any or all of the Notes, the invalidity or unenforceability of any term of this Agreement or any of the other Loan Party toFinancing Documents, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, or any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding investigation made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) Noteholders or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentindemnified Person.
Appears in 2 contracts
Sources: Senior Subordinated Note Purchase Agreement (New York Restaurant Group Inc), Senior Subordinated Note Purchase Agreement (Smith & Wollensky Restaurant Group Inc)
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwiseNo Member, in any manner relating to its capacity as such, shall be liable, responsible or arising out of this Agreement, any other Loan Document, any Payment Obligation, accountable in damages or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest otherwise to the Company or to any successor, assignee or transferee thereof for any act or omission performed or omitted by it in good faith pursuant to authority granted to it by this Agreement and in a manner reasonably believed by it to be within the scope of its Subsidiaries, or authority granted to it by this Agreement and in the owner, lessee or operator of any property best interests of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such LenderCompany.
(b) The Company shallMembers do not guarantee, and shall cause each other Loan Party to, indemnify the Agents and the Lenders not be liable for, and hold the Agents and return of all or any portion of the Lenders harmless from and against, Capital Contribution of any and all claims for brokerage commissions, fees and other compensation made against Member or the Agents and the Lenders for payment of any broker, finder or consultant with respect distributions to any agreement, arrangement or understanding made by or on behalf of any Loan Party Member (or any assignee, successor or transferee thereof), it being expressly agreed that any such return of its Subsidiaries all or any portion of a Capital Contribution or payment of distributions shall be made solely from the assets of the Company (which shall not include any right of contribution from the Members) in connection accordance with the transactions contemplated by this Agreement.
(c) The CompanyCompany shall indemnify, at the request of any Indemniteedefend and hold harmless (i) each Member, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) aboveas such, and the Company, in (ii) any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests agents, employees, advisors and consultants, in their respective capacities as such, from and against any loss, liability, damage, cost or expense (including reasonable attorneys’ fees and expenses) arising out of or in defense of any demands, claims or lawsuits (derivative and otherwise) against the Company or such other Person, in or as a result of or relating to defend against such investigationits capacity, litigation actions or proceeding omissions or requested Remedial Actionan affiliate thereof or as an officer, director, employee or controlling Person of any of them, or as an officer, manager, agent, employee, advisor or consultant of the Company shall promptly do so and lead such defenseCompany, and such Indemnitee shall have concerning the right to have legal counsel business or activities undertaken on behalf of its choice participate in such defensethe Company; provided, however, that the fees and expenses of such counsel there shall be reasonable for a secondary counsel; provided, further, no indemnification hereunder to the extent that the Company shall acts or omissions of the Members or such other Person (x) were not be required to reimburse taken or made in accordance with the Indemnitees for the fees and expenses standard set forth in Section 6.4(a) hereof, (y) constitute gross negligence, intentional misconduct or fraud, or (z) have violated such other standard of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemniteeconduct as under applicable law prevents indemnification hereunder.
(d) The Members and any other Person indemnified by the Company agrees pursuant to Section 6.4(c) hereof shall be entitled to receive, upon request, advances to cover the costs of defending any claim or action against such Person; provided, however, that any indemnification such advances shall be repaid to the Company, with interest, to the extent the actions or omissions of such Member or other protection Person are found by a court of competent jurisdiction upon entry of a final judgment not to have been taken or made in accordance with the standard set forth in Section 6.4(a) hereof or constitute gross negligence, intentional misconduct or fraud. All rights of the Members and others to indemnification hereunder shall survive the dissolution of the Company and the removal, dissolution or insolvency of any of the Members or the death, retirement, removal, dissolution, incompetency or insolvency of an agent, employee, advisor, consultant or other indemnifiable Person, provided that a claim for indemnification hereunder is made by or on behalf of the Person seeking such indemnification prior to the time distribution in liquidation of the assets of the Company is made.
(e) If the Company is made a party to any Indemnitee pursuant claim, dispute or litigation or otherwise incurs any loss, liability, damage, cost or expense by reason of the breach of the standard set forth in Section 6.4(a) hereof or due to this Agreement an act or omission constituting gross negligence, intentional misconduct or fraud by any Member or such other Person as has been indemnified under Section 6.4(c) hereof, such Member or other Person shall indemnify and reimburse the Company for all loss, liability, damage, cost and expense incurred thereby (including pursuant reasonable attorney’s fees and expenses); provided, however, that such Member or other Person shall have been found by a court of competent jurisdiction upon entry of a final judgment to have violated such standard or taken such act or made such omission.
(f) The liability of the Company under this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction 6.4 is limited to the assets of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan DocumentCompany.
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement (Gencor Industries Inc)
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each Lender and each Issuing Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender or any Issuing Lender, or any Agent Agent, any Lender or any Issuing Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or such Issuing Lender or any agent on behalf of such Agent Agent, such Lender or such Issuing Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents Agents, the Lenders and the each Issuing Lenders for, and hold the Agents and Agents, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Revlon Consumer Products Corp), Revolving Credit Agreement (Revlon Consumer Products Corp)
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, Borrowers agree to indemnify and hold harmless each Agent, each Arranger, Lender and Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”")) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or state, provincial, local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or 123 Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrowers shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent that such liability has resulted primarily from the gross negligence or willful misconduct of that Indemnitee or from any material breach of any of such Indemnitee's obligations under the Loan Documents to which it is a party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § Section 9601 et seq.) and applicable state state, provincial or other property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrowers shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s 's choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s any Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees Borrowers agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction the termination of this Agreement or payment in 124 full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Indemnities. (a) The Company Each Obligor agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, the Refinancing, or any securities filing of, or with respect to, the Borrower and its Subsidiaries, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Borrower, its Subsidiaries or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of securities or creditors (and including reasonable attorneys' fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “"Indemnified Matters”"); provided, however, that the Company Obligors shall not have any liability under this Section 14.17 9.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furthereach Obligor waives and agrees not to assert against any Indemnitee any right of contribution with respect to any Liabilities that may be imposed on, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “"Indemnified Matters” include (i) " includes all Environmental Liabilities and Costs Claims, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company Borrower or any of its Subsidiaries involving or any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning property of the Company Borrower or any of its Subsidiaries, (iii) any costs whether or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Claims, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company Borrower or any of its Subsidiaries, Subsidiaries or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Claims (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Obligor and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 2 contracts
Sources: Loan Agreement (Us Airways Inc), Loan Agreement (Us Airways Group Inc)
Indemnities. (a) The Company agrees to, and Borrower shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each the Lender and each of their respective Affiliates, its affiliates and each of the respective officers, directors, officers, employees, agents, trusteesadvisors, representativesattorneys and representatives of each (each, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”"Indemnified Party") from and against any and all claims, damages, liabilitieslosses liabilities and expenses (including, obligationswithout limitation, losses, penalties, actions, judgments, suits, costs, reasonable fees and disbursements and expensesof counsel), joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party, in each case arising out of or in connection with or arising out of relating to any investigation, litigation or proceedingproceeding or the preparation of any defense with respect thereto, arising out of or in connection with or relating to the Term Loans, the Loan Documents (excluding the Warrants) or the transactions contemplated thereby, or any use made or proposed to be made with the proceeds of the Term Loans, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or the Borrower, any of its directorsshareholders or creditors, security holders or creditors an Indemnified Party or any such Indemniteeother person, director, security holder or creditor an Indemnified Party is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on any federalor not the transactions contemplated hereby are consummated, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter except to the extent such claim, damage loss, liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or order; providedwillful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, furtherin contract, that tort or otherwise) to the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject shareholders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a Security Document, or damage to real or personal property or natural resources or harm or injury alleged final non-appealable judgement by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In no event, however, shall any Release Indemnified Party be liable on any theory of Hazardous Materials onliability for any special, upon indirect, consequential or into such property or any contiguous real estatepunitive damages and the Borrower hereby waives, releases and agrees (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any for itself and on behalf of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect not to sue ▇▇▇n any such matterclaim for any such damages, such Indemnitee is a mortgagee pursuant whether or not accrued and whether or not known or suspected to any leasehold mortgage, a mortgagee exist in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lenderfavor.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.179.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Term Loan Agreement (Arv Assisted Living Inc), Term Loan Agreement (Arv Assisted Living Inc)
Indemnities. (ai) The Company agrees toEach Borrower agrees, jointly and shall cause each other Loan Party toseverally, to indemnify and hold harmless each Agent, each Arranger, each Lender Lender, each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXSection 4 (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability under this Section 14.17 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted from the gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the material breach by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company . This Section 10.4(a) shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, apply with respect to Taxes other than any such matterTaxes that represent losses, such Indemnitee is a mortgagee pursuant to claims, damages, etc. arising from any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lendernon-Tax claim.
(bj) The Company shallEach Borrower shall jointly and severally indemnify each Agent, each Arranger, each Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its the Parent Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement.
(ck) The CompanyEach Borrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionproceeding, in each case contemplated in clause (a) above, and the Companyeach Borrower, in any event, may participate in the defense thereof with legal counsel of the Companysuch Borrower’s choice. In the event that such Indemnitee indemnitee requests the Company such Borrower to defend against such investigation, litigation or proceeding or requested Remedial Actionproceeding, the Company such Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrowers’ obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(dl) The Company Each Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1710.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Revolving Credit Agreement, Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Indemnities. (a) The Company Each Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender Person (other than the Borrowers) that is a party to a Secured Hedging Agreement, and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, any Related Transaction, or any securities filing of, or with respect to, any Borrower, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Seller, any Borrower or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any Electronic Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company each Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that any Indemnitee. Furthermore, each Borrower waives and agrees not to assert against any Indemnitee, as determined and shall cause each other Borrower to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Borrower, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, or the successor in successor-in-interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial ActionRelated Person, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Borrower and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 2 contracts
Sources: Credit Agreement (Emeritus Corp\wa\), Credit Agreement (Emeritus Corp\wa\)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, the Collateral Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Secured Hedging Contract if such Person was a Lender, Issuer, Agent or an Affiliate of an Agent at the time it entered into such Secured Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, shareholders, controlling persons, members, representatives, attorneys, consultants and consultants, advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower, the Acquired Business, the Seller, or a third party or any of their respective Affiliates, any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, the Transactions or any act, claim, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability it that has resulted primarily from the bad faith, gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, the Collateral Agent, such Lender or such Issuer or any agent on behalf of such Agent Agent, such Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Collateral Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Collateral Agent, the Lenders and each issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Collateral Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to the Existing Credit Agreement (including pursuant to Section 11.4 thereof) or any other Loan Document (as defined in the Existing Credit Agreement and each an “Existing Loan Document”) shall survive the effectiveness of this Agreement and any indemnification or other protection provided to any Indemnitee pursuant to the Existing Credit Agreement, any other Existing Loan Document, this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under the Existing Credit Agreement, any other Existing Loan Document, this Agreement or any other Loan Document.
(e) Notwithstanding the foregoing Section 11.4, an Indemnitee shall effect no settlement or any claims or proceeding for which indemnification is sought without the prior written consent of the Borrower (such consent shall not be unreasonably withheld or delayed).
(f) In connection with any Indemnified Matters or any other claim or proceeding (or group of dated claims or proceedings) subject to the foregoing Section 11.4, the Borrower shall not be required to reimburse the Administrative Agent and the Lenders for the expenses of more than one counsel for the Administrative Agent and one counsel for the Lenders (in each case, in addition to the expenses of any appropriate local and special counsel).
Appears in 2 contracts
Sources: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender LC Participant and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions Precedent) (each such Person being an “Indemnitee”)) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan LC Facility Document, any Payment Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of Arranger, any LC Participant or any Issuer, or the Administrative Agent, the Arranger, any Lender, LC Participant or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, the Arranger, such Lender LC Participant or such Issuer or any agent on behalf of the Administrative Agent, the Arranger, such Agent LC Participant or such LenderIssuer.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents Administrative Agent, the Arranger, the LC Participants and the Lenders each Issuer for, and hold the Agents Administrative Agent, the LC Participants and the Lenders each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Arranger, the LC Participants and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Credit Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan LC Facility Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan LC Facility Document.
Appears in 2 contracts
Sources: Amendment No. 7 (Tenet Healthcare Corp), Letter of Credit Facility Agreement (Tenet Healthcare Corp)
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, Lender, Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and Co-Documentation Agent, the Syndication Agent and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estatemigrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor on Real Property or any asset owned or leased by the Company or any of any Governmental Authority for Environmental Liabilities and Costs its Subsidiaries and (iv) any costs or liabilities concerning the Company or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable solely to acts or omissions of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer or any other Indemnitee.
(b) The Company shallshall indemnify each Agent, Arranger, Lender, Issuer, Co-Documentation Agent and shall cause each other Loan Party to, indemnify the Agents and the Lenders Syndication Agent for, and hold the Agents such Agent, Arranger, Lender, Issuer, Co-Documentation Agent and the Lenders Syndication Agent harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents, the Arrangers, the Lenders, the Issuers, the Co-Documentation Agents and the Lenders Syndication Agent for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees Borrowers agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Credit Agreement (Marquee Holdings Inc.), Credit Agreement (Amc Entertainment Inc)
Indemnities. (a) The Company agrees toEach Borrower agrees, jointly and shall cause each other Loan Party toseverally, to indemnify and hold harmless each Agent, each Arranger, each Lender Lender, each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXSection 4 (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability under this Section 14.17 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted from the gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the breach by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shallEach Borrower shall jointly and severally indemnify each Agent, each Arranger, each Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its the Parent Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyEach Borrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionproceeding, in each case contemplated in clause (a) above, and the Companyeach Borrower, in any event, may participate in the defense thereof with legal counsel of the Companysuch Borrower’s choice. In the event that such Indemnitee indemnitee requests the Company such Borrower to defend against such investigation, litigation or proceeding or requested Remedial Actionproceeding, the Company such Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrowers’ obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Each Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1710.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP), Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, Borrowers agree to indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) III (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, the Disclosure Documents, the Term Loan Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Term Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability obligation under this Section 14.17 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all liabilities and costs arising under any Environmental Liabilities and Costs arising from Law relating to or connected with the past, present or future operations of the Company Administrative Borrower or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, Contaminants; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Administrative Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) as amended and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by attributable to the Collateral Agent, at the direction gross negligence or willful action of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or the Administrative Agent, such Lender. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, securityholders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated; provided that to the extent no conflict exists, the Loan Parties shall only be obligated to reimburse fees and expenses of one legal counsel for all Indemnified Persons in each relevant jurisdiction.
(b) The Company shall, and Borrowers shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders for, and hold the Agents and Administrative Agent, the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and Administrative Agent, the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyAdministrative Borrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyAdministrative Borrower, in any event, may participate in the defense thereof with legal counsel of the CompanyAdministrative Borrower’s choice. In the event that such Indemnitee requests the Company Administrative Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Administrative Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrowers’ obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees Borrowers agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1710.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (Tousa Inc), Second Lien Term Loan Credit Agreement (Tousa Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, Lender and Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection 98 with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § Section 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so with counsel selected by Borrower and lead such defense, and reasonably acceptable to such Indemnitee or Indemnitees. Upon assumption by the Borrower the defense of any such action or proceeding, the Indemnitee or Indemnitees shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company Borrower shall not be required liable pursuant to reimburse the Indemnitees this clause (c) for the fees and expenses of more than one joint legal counsel at any time for the Administrative Agent and the Collateral Agent and one joint counsel for the other all Indemnitees unless (i) such representation Indemnitee or Indemnitees shall result have been advised by legal counsel that it would not be permissible for one firm to represent one or more Indemnitees under the applicable standards of professional responsibility or (ii) local legal counsel is reasonably necessary in a conflict of interest among the Indemniteesorder to effectively defend against such action or proceeding. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Edo Corp)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, and each Arranger, each Lender Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or the Borrower, any of its directors, security holders or creditors creditors, an Indemnitee or any other Person or whether or not any such Indemnitee, director, security holder or creditor Indemnitee is a party theretothereto and whether or not the transactions contemplated hereby are consummated, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on L/C AGREEMENT FMC CORPORATION contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Credit Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, the Indenture, the Credit Agreement or the Senior Secured Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence negligence, willful misconduct or willful misconduct breach of the Credit Documents of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company any Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender Issuer, or the Administrative Agent or any Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the Agents, Administrative Agent or such Lender Issuer or any agent on behalf of such the Administrative Agent or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents Administrative Agent and the Lenders each Issuer for, and hold the Agents Administrative Agent, the Issuers and the Lenders each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Credit Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Credit Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Credit Document.. L/C AGREEMENT FMC CORPORATION
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender L/C Issuer, each Person (other than the Borrower) party to a Secured Hedging Agreement, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Acquired Company, any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-non appealable judgment or order; provided. Furthermore, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses each of more than one joint counsel for the Administrative Agent Holdings and the Collateral Agent Borrower waives and one joint counsel for the agrees not to assert against any Indemnitee, and shall cause each other Indemnitees unless such representation shall result in a conflict Loan Party to waive and not assert against any Indemnitee, any right of interest among the Indemnitees. contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee owner or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender Secured Hedging Counterparty, and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Revolving Loan or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate thereof in connection with the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses each of more than one joint counsel for the Administrative Agent Holdings and the Collateral Agent Borrower waives and one joint counsel for the agrees not to assert against any Indemnitee, and shall cause each other Indemnitees unless such representation shall result in a conflict Loan Party to waive and not assert against any Indemnitee, any right of interest among the Indemniteescontribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person. PARLUX LTD.
(a) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arrangerthe Other Representatives, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representatives, trustees, representatives, attorneys, consultants consultants, members and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (nature, including reasonable and documented fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) Indemnitee that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of or relating to any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state state, provincial or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Secured Obligation, any Letter of Credit, any agreement among Lenders and the Administrative Agent entered into in connection with this Agreement or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit, the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of Borrower or of any Restricted Subsidiary or any of the property of Borrower of any Restricted Subsidiary or in connection with any investigation of any potential matter covered hereby (regardless of whether such claim, litigation, investigation or proceeding is brought by Borrower, Borrower’s equity holders or creditors, an Indemnitee or any other Person or entity, and whether any Indemnitee is party thereto) (in the case of fees and disbursements of counsel, limited to one firm of counsel for all Indemnitees and, if necessary, one firm of local counsel in each appropriate jurisdiction, in each case for all Indemnitees (and, in the event of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter, after receipt of the Borrower’s consent (which shall not be unreasonably withheld), retains its own counsel, of another firm of counsel in each appropriate jurisdiction for such affected Indemnitee) (collectively, the “Indemnified Matters”); provided, however, provided that the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter relating to the extent such liability has resulted Taxes, fees and similar charges or caused by or resulting from (i) the gross negligence negligence, bad faith or willful misconduct of that Indemnitee (or any Related Party of such Indemnitee), as determined by a court of competent jurisdiction in a final non-appealable judgment, (ii) a material breach of the Loan Documents by such Indemnitee (or any Related Party of such Indemnitee), as the case may be, as determined by a court of competent jurisdiction in a final and non-appealable judgment or order; provided, further, (iii) claims against such Indemnitee or any Related Party brought by any other Indemnitee that the Company shall do not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for involve any Joint Lead Arranger or the Administrative Agent in its capacity as such and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result claims arising out of or in a conflict connection with or by reason of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from any act or connected with the past, present or future operations omission of the Company any Loan Party or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such LenderAffiliates.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Companysuch Borrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Actionproceeding, the Company such Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Actionproceeding, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to agreements in this Section 11.4 shall survive the termination of this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction and the payment of the Payment Obligations Loans and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any all other Loan Documentamounts payable hereunder.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, the Arranger, each ArrangerCollateral Agent, each Lender and each of their respective Affiliates, affiliates and each of the directorsrespective partners, officers, directors, employees, agents, trusteesadvisors, representativesattorneys and representatives of each (each, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”"INDEMNIFIED PARTY") from and against any and all claims, damages, liabilities, obligations, losses, penaltiesliabilities and expenses (including, actionswithout limitation, judgments, suits, costs, reasonable fees and disbursements and expensesof counsel), joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party (including, without limitation, in connection with or arising out of relating to any investigation, litigation or proceedingproceeding or the preparation of any defense in connection therewith), in each case arising out of or in connection with or by reason of any Loan Document, any Obligation, the NBC Affiliation Agreements, or any of the transactions contemplated thereby, or any actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or a Borrower, any of its directors, security holders securityholders or creditors creditors, an Indemnified Party or any such Indemniteeother person, director, security holder or creditor an Indemnified Party is otherwise a party thereto, thereto and whether direct, or not the transactions contemplated hereby are consummated. The Borrower further agrees that no Indemnified Party shall have any liability (whether direct or indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in ) to any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, Party or any act, event of their respective securityholders or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans creditors for or in connection with the transactions contemplated hereby, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any investigation loss of any potential matter covered hereby (collectivelyprofits, the “Indemnified Matters”business or anticipated savings); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as ) determined by a court of competent jurisdiction in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemniteeswillful misconduct. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses CLAUSES (iI), (iiII), (iiiIII) and (ivIV) above, to the extent (x) incurred following (A) foreclosure by the applicable Collateral Agent, at the direction of the Administrative Agent, Agent or any Lender, or any the applicable Collateral Agent or any Lender having become the successor in interest to the Company Borrower or any of its Subsidiaries Subsidiaries, and (yB) to the extent attributable solely to acts of the Agentsapplicable Collateral Agent, such Lender or any agent on behalf of such the Administrative Agent or such Lender.
(b) The Company shallBorrower shall indemnify each Agent, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents each Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and any Agent, the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17SECTION 11.5) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (ai) The Company agrees tothe execution, and shall cause each delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Borrowers, any Subsidiary or any other Loan Party toParty, indemnify and hold harmless each Agent, each Arranger, each Lender and each of their respective Affiliates, and each or any Environmental Liabilities arising out of the directorsactivities or operations of the Borrowers, officersany Subsidiary or any other Loan Party, employeesor (iv) any actual or prospective claim, agentslitigation, trustees, representatives, attorneys, consultants and advisors of investigation or proceeding relating to any of the foregoing foregoing, whether based on contract, tort or any other theory (including those retained in connection with the satisfaction any investigation of, preparation for, or attempted satisfaction defense of any condition set forth in Article IXpending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (each all the foregoing, collectively, the “Indemnified Liabilities”); provided that such Person being an “indemnity shall not, as to any Indemnitee”) from and against any and all claims, damages, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements and expensesresulted from (x) the gross negligence, joint bad faith or several, willful misconduct of such Indemnitee or of any kind affiliate, director, officer, employee or nature (including reasonable fees, disbursements and expenses agent of financial and legal advisors to any such Indemnitee, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case of clauses (x) and (y), as determined by a final, non-appealable judgment of a court of competent jurisdiction, or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, collateral agent, issuer of Letters of Credit, or arranger or any similar role under the Facilities and other than any claims arising out of any act or omission of Holdings, the Borrowers or any of their Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be imposed onunenforceable in whole or in part because they are violative of any applicable Law or public policy, the Borrowers shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or asserted against any such of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (other than damages arising from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or proceedingother proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any such Loan Party, its directors, stockholders or creditors or an Indemnitee or any of its directorsother Person, security holders whether or creditors or not any such Indemnitee, director, security holder or creditor Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential thereto and whether based on or not any federal, state or local law or other statutory regulation, securities or commercial law or regulation, of the transactions contemplated hereunder or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any the other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby Documents is consummated. All amounts due under this Section 12.4 shall be paid within thirty (collectively, the “Indemnified Matters”); 30) days after written demand therefor ;provided, however, that the Company such Indemnitee shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter promptly refund such amount to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in there is a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses order of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict court of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.competent - 258 -
Appears in 1 contract
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, Borrowers agree to indemnify and hold harmless each Agentthe Agents, each Arrangerthe Arrangers, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representative, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state state, provincial or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Holdings or any of its Subsidiaries Table of Contents involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Holdings or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Holdings or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Holdings or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Holdings or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrowers shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrowers, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyBorrowers, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrowers’ choice. In the event that such Indemnitee requests the Company Borrowers to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrowers shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrowers’ obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees Borrowers agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Secured Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Each Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, any Stock Repurchase Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company no Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of (associated with any Governmental Authority for Environmental Liabilities and Costs Group Member or any property owned, operated or leased by any Group Member) and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 42 U.S.C. § 9601 et seq.) and applicable state property transfer lawslaws (associated with any Group Member or any property owned, operated or leased by any Group Member), whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of Credit Agreement Affiliated Computer Services, Inc. any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Each Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries Group Member in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Each Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Affiliated Computer Services Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, representatives, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state state, provincial or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Secured Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Holdings or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Holdings or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Holdings or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Holdings or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Holdings or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to the Existing Credit Agreement (including pursuant to Section 11.4 thereof) or any other Loan Document (as defined in the Existing Credit Agreement and each an “Existing Loan Document”) shall survive the effectiveness of this Agreement and any indemnification or other protection provided to any Indemnitee pursuant to the Existing Credit Agreement, any other Existing Loan Document, this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under the Existing Credit Agreement, any other Existing Loan Document, this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article IXIII) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Disclosure Document or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 13.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Parent Guarantor, the Borrower or any of its Subsidiaries involving any property subject to a Security Loan Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Parent Guarantor, the Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Parent Guarantor, the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Parent Guarantor, the Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral AgentAdministrative Agent or any Lender, at the direction of or the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company Parent Guarantor, the Borrower or any of its Subsidiaries Subsidiaries, and (yB) to the extent attributable solely to acts of the Agents, Administrative Agent or such Lender or any agent on behalf of such the Administrative Agent or such Lender.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents Administrative Agent and the Lenders for, and hold the Agents Administrative Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries Subsidiary thereof in connection with the transactions contemplated by this AgreementAgreement or any of the other Loan Documents.
(c) The CompanyAdministrative Agent and each Lender agree that in the event that any such investigation, litigation or proceeding set forth in paragraph (b) above is asserted or 101 threatened in writing or instituted against it or any other Indemnitee, or any Remedial Action, is requested of it or any of its officers, directors, agents and employees, for which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee shall promptly notify the Borrower in writing.
(d) The Borrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(de) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1713.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Credit Agreement (Conseco Inc)
Indemnities. (a) The Company Each Obligor agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Obligation (or the repayment thereof), the use or proposed use of the proceeds of any Loan, or any securities filing of, or with respect to, the Obligors, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Obligors or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any Platform, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any Obligor, any holders of its securities or its creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, director, security holder Indemnitee or creditor Related Person is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Obligors shall not have any liability under this Section 14.17 9.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furthereach Obligor waives and agrees not to assert against any Indemnitee any right of contribution with respect to any Liabilities that may be imposed on, that incurred by or asserted against any Related Person. Each of the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for Borrower, the Administrative Agent and the Collateral Agent Lenders also agrees not to assert any claim against the Administrative Agent, any Lender, the Borrower, any of their Affiliates, or any of their respective directors, officers, employees, attorneys and one joint counsel agents, on any theory of liability, for consequential, indirect, special or punitive damages arising out of or otherwise relating to this Agreement or any of the other Indemnitees unless such representation shall result in a conflict Loan Documents or any of interest among the Indemnitees. transactions contemplated hereby or thereby or the actual or proposed use of the proceeds of the Loans.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Claims, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company Borrower or any of its Subsidiaries involving or any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or natural resource or any property on or contiguous to any real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning property of the Company Borrower or any of its Subsidiaries, (iii) any costs whether or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Claims, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company Borrower or any of its Subsidiaries, Subsidiaries or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosurethrough any foreclosure action, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, each case except to the extent such Environmental Claims (xi) are incurred solely following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, Secured Party or following any Agent or any Lender Secured Party having become the successor in successor-in-interest to the Company any Obligor or any of its Subsidiaries and (yii) to the extent are attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Loan Agreement (Us Airways Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, trustees, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article IXIII) (each such Person being an “Indemnitee”"INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expensesexpenses of any kind or nature whatsoever (including fees and disbursements of counsel to any such Indemnitee), joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that which may be imposed on, incurred by by, or asserted or awarded against any such Indemnitee in connection with or arising out of any investigation, litigation or proceedingproceeding or the preparation of any defense in connection therewith, regardless of whether or not any such investigation, litigation or proceeding is brought by any such Indemnitee or Loan Party, any of its directors, security holders securityholders or creditors creditors, an Indemnitee or any other Person, whether any such Indemnitee, director, security holder or creditor Indemnitee is otherwise a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, the Confidential Information Memorandum, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”"INDEMNIFIED MATTERS"); providedPROVIDED, howeverHOWEVER, that the Company Borrower shall not have any liability obligation under this Section 14.17 9.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted (x) caused by or resulting from the gross negligence or willful misconduct of that IndemniteeIndemnitee or (y) arising from the unexcused breach of any contractual commitment of such Indemnitee to the Borrower, as determined by if (in the case of (y)) a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, order establishes that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemniteesunexcused breach has occurred. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials of Environmental Concern on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs Lien; and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (1980, 49 U.S.C. § Sections 9601 et seq.) . and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any LenderLender or any Issuer, or the Administrative Agent, any Agent Lender or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries Subsidiaries, and (yB) to the extent attributable to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arrangerthe Collateral Agent, the Arrangers, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to Loans and Letters of Credit) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries 110 FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § Section 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Administrative Agent, the Collateral Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, the Collateral Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Collateral Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Collateral Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, Borrowers agree to indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) III (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, the Disclosure Documents, the Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability obligation under this Section 14.17 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all liabilities and costs arising under any Environmental Liabilities and Costs arising from Law relating to or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, Borrower or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, Contaminants; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, Borrower; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs Lien; and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) as amended and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by attributable to the Collateral Agent, at the direction gross negligence or willful action of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, securityholders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated; provided that to the extent no conflict exists, the Loan Parties shall only be obligated to reimburse fees and expenses of one legal counsel for all Indemnified Persons in each relevant jurisdiction.
(b) The Company shall, and Borrowers shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party Borrower or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyAdministrative Borrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyAdministrative Borrower, in any event, may participate in the defense thereof with legal counsel of the CompanyAdministrative Borrower’s choice. In the event that such Indemnitee requests the Company Administrative Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Administrative Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrowers’ obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees Borrowers agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1710.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arrangerthe Syndication Agents, the Arrangers, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or the Borrower, any of its directors, security holders or creditors creditors, an Indemnitee or any other Person or whether or not any such Indemnitee, director, security holder or creditor Indemnitee is a party theretothereto and whether or not the transactions contemplated hereby are consummated, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, the Indenture or the Senior Secured Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence negligence, willful misconduct or willful misconduct breach of the Loan Documents of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company any Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § (S) 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Syndication Agents, the Arrangers, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Syndication Agents, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or Credit Agreement FMC Corporation understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (FMC Corp)
Indemnities. (a) The Company agrees to, Borrower and each Subsidiary Guarantor shall cause each other Loan Party to, jointly and severally indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, controlling persons, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article IXIII) (each such Person being an “IndemniteeIndemnified Party”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that Indemnified Party), which may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party, in each case in connection with with, relating to or arising out of any investigation, litigation or proceedingproceeding or the preparation of any defense with respect thereto, whether or not any such Indemnified Party is a party thereto whether or not such investigation, litigation or proceeding is brought by any such Indemnitee the Borrower or any of its directorsSubsidiaries, security holders or creditors or any such Indemniteeof their respective shareholders or creditors, director, security holder whether or creditor is a party theretonot the transactions contemplated herein or in any other Loan Document are consummated, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, the Orders, any Payment Obligation, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 13.4 to an Indemnitee Indemnified Party with respect to any Indemnified Matter to the extent such liability has resulted solely resulting from the gross negligence or willful misconduct of that IndemniteeIndemnified Party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security DocumentLoan Document or the Orders, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee Indemnified Party is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral Agent, at the direction of the Administrative Agent, Agent or any Lender, or any the Administrative Agent or any Lender having become the successor in interest to the Company Borrower or any of its Subsidiaries Subsidiaries, and (yB) to the extent attributable solely to acts of the Agents, Administrative Agent or such Lender or any agent on behalf of such the Administrative Agent or such Lender.
(b) The Company shall, Borrower and each Subsidiary Guarantor shall cause each other Loan Party to, jointly and severally indemnify the Agents Administrative Agent and the Lenders for, and hold the Agents Administrative Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyAdministrative Agent and each Lender agree that in the event that any such investigation, litigation or proceeding set forth in subparagraph (b) above is asserted or threatened in writing or instituted against it or any other Indemnified Party, or any Remedial Action, is requested of it or any of its officers, directors, Administrative Agents and employees, for which any Indemnified Party may desire indemnity or defense hereunder, such Indemnified Party shall promptly notify the Borrower in writing.
(d) The Borrower, at the request of any IndemniteeIndemnified Party, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action against or with respect to any Indemnified Party and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee Indemnified Party requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee Indemnified Party shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee Indemnified Party in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeIndemnified Party.
(de) The Company Borrower and each Subsidiary Guarantor agrees that any indemnification or other protection provided to any Indemnitee Indemnified Party pursuant to this Agreement (including pursuant to this Section 14.17) 13.4), the Orders or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee Indemnified Party under this Agreement Agreement, the Orders or any other Loan Document, regardless of whether such Indemnified Party is a party to this Agreement.
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Multiple Draw Term Loan Agreement (Pliant Corp)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each co-documentation agent, each bookrunner, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions Precedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, thereof or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from (A) the gross negligence or willful misconduct of that Indemnitee or (B) a claim brought by the Borrower or any other Loan Party against such Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any Loan Document (other than any such claim brought against an Indemnitee acting in an agency capacity), in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of either Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Arranger, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Arranger, such Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, each Arranger, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless and defend each Joint Lead Arranger, each Agent, each ArrangerLender, each Lender Issuing Bank, each Person that an Issuing Bank causes to issue Letters of Credit hereunder, each Person (other than the Borrower) party to a Secured Hedging Document and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Revolving Loan or Letter of Credit, or any securities filing of, or with respect to, any Loan Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Loan Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions and this Agreement or the transactions contemplated hereby, (iii) any actual or prospective investigation, litigation or proceedingother proceeding relating to any of the matters described in clause (i) or (ii) of this Section 10.4, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 10.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter (to the extent such Indemnitee would otherwise be liable) other than, to the extent such liability has resulted solely from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possessionFurthermore, the successor in interest Borrower waives and agrees not to the Company or assert against any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shallIndemnitee, and shall cause each other Loan Party to, indemnify the Agents to waive and the Lenders for, and hold the Agents and the Lenders harmless from and againstnot assert against any Indemnitee, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant right of contribution with respect to any agreementLiabilities that may be imposed on, arrangement or understanding made incurred by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend asserted against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeRelated Person.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Cinedigm Corp.)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender L/C Issuer, each Secured Hedging Counterparty, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Target, any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys' fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses each of more than one joint counsel for the Administrative Agent Holdings and the Collateral Agent Borrower waives and one joint counsel for the agrees not to assert against any Indemnitee, and shall cause each other Indemnitees unless such representation shall result in a conflict Loan Party to waive and not assert against any Indemnitee, any right of interest among the Indemnitees. contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “"Indemnified Matters” include (i) " includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.such Indemnitee. 103
Appears in 1 contract
Sources: First Lien Credit Agreement (Inverness Medical Innovations Inc)
Indemnities. (a) The Company To the extent permitted by applicable law, the Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender Secured Hedging Counterparty and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Payment ObligationRelated Document, any Disclosure Document, any Obligation (or any actthe repayment thereof), event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan or any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Loans Acquired Company, any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any Group Member, any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Group Member, Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.5 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses each of more than one joint counsel for the Administrative Agent Holdings and the Collateral Agent Borrower, to the extent permitted by applicable law, waives and one joint counsel for the agrees not to assert against any Indemnitee, and shall cause each other Indemnitees unless such representation shall result in a conflict Loan Party to waive and not assert against any Indemnitee, any right of interest among the Indemniteescontribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person. CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Group Member or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Group Member, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Group Member or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Group Member through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Medical Staffing Network Holdings Inc)
Indemnities. (a) The Company Each Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender Person (other than the Borrowers) that is a party to a Secured Hedging Agreement, each Person (other than the Borrowers) that is a party to the Existing Hedging Agreement and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, any Related Transaction, or any securities filing of, or with respect to, any Borrower, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Seller, any Borrower or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any Electronic Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company each Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that any Indemnitee. Furthermore, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall each Borrower waives and agrees not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or assert against any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shallIndemnitee, and shall cause each other Loan Party to, indemnify the Agents Borrower to waive and the Lenders for, and hold the Agents and the Lenders harmless from and againstnot assert against any Indemnitee, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant right of contribution with respect to any agreementLiabilities that may be imposed on, arrangement or understanding made incurred by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend asserted against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeRelated Person.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Emeritus Corp\wa\)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of either Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Arranger, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Arranger, such Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, each Arranger, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Subordinated Notes Agent, each ArrangerNoteholder, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of any action, investigation, proceeding or other claim arising from or related to (i) any Subordinated Notes Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Subordinated Note, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that each of Holdings and the Company shall waives and agrees not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or assert against any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shallIndemnitee, and shall cause each other Loan Credit Party to, indemnify the Agents to waive and the Lenders for, and hold the Agents and the Lenders harmless from and againstnot assert against any Indemnitee, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant right of contribution with respect to any agreementLiabilities that may be imposed on, arrangement or understanding made incurred by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend asserted against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such IndemniteeRelated Person.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Subordinated Notes Agreement (Townsquare Media, Inc.)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, the Administrative Agent and each Lender (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Term Loans) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Term Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower, the Parent or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower, the Parent or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) Law and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower, the Parent or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower, the Parent or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, Agent or any Lender, or any the Administrative Agent or any Lender having become the successor in interest to the Company Borrower, the Parent or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or any agent on behalf of such the Administrative Agent or such Lender.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents Administrative Agent and the Lenders for, and hold the Agents Administrative Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 9.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Substances on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.179.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Tekni Plex Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, the Disclosure Document, any Related Documents, the Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 (Indemnities) to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include Matters include: (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company any Borrower or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries Subsidiaries, and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent lender or such LenderIssuer. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 11.4 (Indemnities) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, securityholders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4 (Indemnities)) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender L/C Issuer, each Secured Hedging Counterparty, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of any action, investigation, proceeding or other claim arising from or related to (i) any Loan Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furthereach of Holdings and the Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that the Company may be imposed on, incurred by or asserted against any Related Person. This Section 11.4 shall not be required to reimburse the Indemnitees require payment by any Loan Party for the fees and expenses or on account of more any tax other than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in any tax that represents a conflict of interest among the Indemnitees. liability arising from any non-tax claim.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs imposed on, incurred by or asserted against any Indemnitee, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosureRelated Person through any foreclosure action, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, each case except to the extent such Environmental Liabilities (xi) are incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, Secured Party or following any Agent or any Lender Secured Party having become the successor in successor-in-interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan DocumentIndemnitee.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arrangerthe Collateral Agent, the Arrangers and each Lender and each of their respective SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to the Loans) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § Section 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of Collateral Agent or any Lender, or the Administrative Agent, any Lender, or any the Collateral Agent or any Lender having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the Agents, Administrative Agent or such Lender or any agent on behalf of such the Administrative Agent or such Lender.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents Administrative Agent, the Collateral Agent and the Lenders for, and hold the Agents Administrative Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and Administrative Agent, the Collateral Agent or the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.. SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Tecumseh Products Co)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to the Term Loan) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans Term Loan or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 8.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § Section 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of the Administrative Collateral Agent, any Lender, or any Agent the Administrative Agent, the Collateral Agent, or any Lender having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, the Collateral Agent, such Lender or any agent on behalf of such the Administrative Agent, the Collateral Agent or such Lender.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents Administrative Agent, the Collateral Agent and the Lenders for, and hold the Agents and Administrative Agent, the Collateral Agent the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and Administrative Agent, the Collateral Agent the Lenders for any SECOND LIEN CREDIT AGREEMENT AMKOR TECHNOLOGY, INC. broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.178.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Amkor Technology Inc)
Indemnities. (a) The Company Each of the Loan Parties hereby agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, each Lender the Collateral Manager and each of its respective Affiliates (together with their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneysshareholders, consultants lenders, counsel and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (employees, each such Person being an “IndemniteeIndemnified Party”) ), from and against any and all losses, claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature expenses (including reasonable fees, disbursements counsel fees and expenses of financial disbursements) and legal advisors to any such Indemnitee) that may be imposed on, liabilities which are actually incurred by or asserted against any such Indemnitee in connection with or Indemnified Party arising out of this Collateral Management Agreement, the amendment and restatement hereof, or the financings contemplated under the Loan Documents, the Collateral (including, without limitation, the use thereof by any of such Persons or any other Person, the exercise by the Collateral Manager of rights and remedies or any power of attorney hereunder, and any action or inaction of the Collateral Manager hereunder and in accordance with any Loan Document), the use of proceeds of any financial accommodations provided hereunder, any investigation, litigation or proceedingother proceeding (brought or threatened) relating thereto, or the role of any such Person or Persons in connection with the foregoing, whether or not such investigation, litigation any Indemnified Party is named as a party to any legal action or proceeding is brought (“Claims”). No Loan Party will be responsible to any Indemnified Party hereunder for any Claims to the extent that a court having jurisdiction shall have determined by a final nonappealable judgment that any such Indemnitee Claim shall have arisen out of or resulted directly and principally from (i)(1) actions taken or omitted to be taken by such Indemnified Party by reason of the bad faith, willful misconduct or gross negligence of any Indemnified Party, or (2) in violation of any law or regulation applicable to such Indemnified Party (except to the extent that such violation is attributable to any breach of any representation, warranty or agreement by or on behalf of the Loan Parties or any of its directorstheir designees, security holders or creditors or any such Indemniteein each case, director, security holder or creditor is as determined by a party thereto, whether direct, indirectfinal nonappealable decision of a court of competent jurisdiction), or consequential and whether based on (ii) a successful claim by any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in Loan Party against such Indemnified Party (“Excluded Claims”). The Indemnified Party shall give the Borrower prompt written notice of any manner relating to or arising out Claim setting forth a description of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use those elements of the proceeds Claim of which such Indemnified Party has knowledge. The Collateral Manager, as an Indemnified Party, shall be permitted hereunder to select counsel to defend such Claim with the consent of the Loans or in connection Borrower, such consent not to be unreasonably withheld, at the expense of the Borrower and, if such Indemnified Party shall decide to do so, then all such Indemnified Parties shall select the same counsel to defend such Indemnified Parties with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”)respect to such Claim; provided, however, that the Company if any such Indemnified Party shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, its reasonable opinion consider that the Company shall not be required to reimburse the Indemnitees for the fees and expenses retention of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation as aforesaid shall result in a conflict of interest among interest, such Indemnified Party may, at the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations expense of the Company or any of Borrower, select its Subsidiaries involving any property subject own counsel to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into defend such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, Indemnified Party with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, Claim. The Indemnified Parties and the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, Borrower and their respective counsel shall cooperate with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and in all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries reasonable respects in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, trial and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in Claim and any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemniteeappeal arising therefrom.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees to, Borrowers jointly and shall cause each other Loan Party to, severally agree to indemnify and hold harmless each Agent, each Arranger, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrowers shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted (x) caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; providedorder and (y) arising out of, furtheror in connection with, that the Company shall use by Persons not be required Indemnitees or parties to reimburse the Indemnitees for the fees and expenses transactions contemplated hereby ("Unintended Recipients") of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the information or other Indemnitees unless materials obtained by such representation shall result in a conflict of interest among the IndemniteesUnintended Recipients through electronic communications. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company any Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § Section 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee 161 CREDIT AGREEMENT SWIFT & COMPANY in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of Australian Agent, the Australian Collateral Trustee, any Lender or any Issuer, or the Administrative Agent, the Australian Collateral Trustee, the Australian Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, the Australian Collateral Trustee, the Australian Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, the Australian Collateral Trustee, the Australian Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, Borrowers shall jointly and shall cause each other Loan Party to, severally indemnify the Agents and Administrative Agent, the Australian Collateral Trustee, the Australian Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Australian Collateral Trustee, the Australian Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Australian Collateral Trustee, the Australian Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyEach Borrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company any Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company such Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrowers' obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Each Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (S&c Resale Co)
Indemnities. (a) The Company Each of Holdings and the Borrower agrees to, to jointly and shall cause each other Loan Party to, severally indemnify and hold harmless each the Administrative Agent, the Co-Syndication Agents, the Arrangers, the Lenders and each Arranger, each Lender Issuer and each of their respective Affiliates, and each of the directors, trustees, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements 111 and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such IndemniteeIndemnitee but excluding any taxes) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that neither Holdings nor the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Holdings or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Holdings or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § (S) 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Holdings or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Holdings or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of Co-Syndication Agents, the Arrangers, the Lenders or any Issuer, or the Administrative Agent, any Lenderthe Co-Syndication Agents, the Arrangers, the Lenders or any Agent or any Lender Issuer having become the successor in interest to the Company Holdings or any of its Subsidiaries and (y) to the extent attributable solely to acts of the Administrative Agent, the Co-Syndication Agents, the Arrangers, the Lenders or such Lender Issuer or any agent on behalf of such Agent the Administrative Agent, the Co-Syndication Agents, the Arrangers, the Lenders or such LenderIssuer.
(b) The Company Each of Holdings and the Borrower shall, jointly and shall cause each other Loan Party toseverally, indemnify the Agents and Administrative Agent, the Co-Syndication Agents, the Arrangers, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Co-Syndication Agents, the Arrangers, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and Administrative Agent, the Co-Syndication Agents, the Arrangers, the Lenders and each Issuer for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyEach of Holdings and the Borrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in Action and each case contemplated in clause (a) above, and of Holdings and/or the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests Holdings or the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, Holdings and/or the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair Holdings' or the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Each of Holdings and the Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Massey Energy Co)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arrangerthe Collateral Agent, and each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to the Loan) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans Loan or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.,
Appears in 1 contract
Sources: Second Lien Credit Agreement (Tecumseh Products Co)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless and defend the Lead Arranger, each Agent, each ArrangerLender, each Lender Issuing Bank, each Person that an Issuing Bank causes to issue Letters of Credit hereunder, each Person (other than the Borrower) party to a Secured Hedging Document and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or Letter of Credit, or any securities filing of, or with respect to, any Loan Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Loan Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions and this Agreement or the transactions contemplated hereby, (iii) any actual or prospective investigation, litigation or proceedingother proceeding relating to any of the matters described in clause (i) or (ii) of this Section 10.4, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 10.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter (to the extent such Indemnitee would otherwise be liable) other than, to the extent such liability has resulted solely from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furtherthe Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that the Company shall not may be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Sources: Credit Agreement (Cinedigm Corp.)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender L/C Issuer, each Person (other than the Borrower) party to a Secured Hedging Document, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or proceedingother proceeding in connection with any of the foregoing or any act, event or transaction related, contemplated in or attendant to any of the foregoing, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses each of more than one joint counsel for the Administrative Agent Holdings and the Collateral Agent Borrower waives and one joint counsel for agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against such Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person of such Indemnitee to the other Indemnitees unless extent that such representation shall Liabilities did not result from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction in a conflict of interest among the Indemnitees. final non-appealable judgment or order.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company agrees to, Borrower and each Guarantor shall cause each other Loan Party to, jointly and severally indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, controlling persons, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article IXIII) (each such Person being an “IndemniteeIndemnified Party”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that Indemnified Party), which may be imposed on, incurred by or asserted or awarded against any such Indemnitee Indemnified Party, in each case in connection with with, relating to or arising out of any investigation, litigation or proceedingproceeding or the preparation of any defense with respect thereto, whether or not any such Indemnified Party is a party thereto whether or not such investigation, litigation or proceeding is brought by any such Indemnitee Loan Party or any of its directorsSubsidiaries, security holders or creditors or any such Indemniteeof their respective shareholders or creditors, director, security holder whether or creditor is a party theretonot the transactions contemplated herein or in any other Loan Document are consummated, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, the Orders, any Payment Obligation, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 13.4 to an Indemnitee Indemnified Party with respect to any Indemnified Matter to the extent such liability has resulted solely resulting from the fraud, gross negligence or willful misconduct of that IndemniteeIndemnified Party, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Loan Parties or any of its their Subsidiaries involving any property subject to a Security DocumentLoan Document or the Orders, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Parent or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any NY 72168370v12 Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee Indemnified Party is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company any Loan Party or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company any Loan Party or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral Agent, at the direction of the Administrative Agent, Agent or any Lender, or any the Administrative Agent or any Lender having become the successor in interest to the Company any Loan Party or any of its Subsidiaries Subsidiaries, and (yB) to the extent attributable solely to acts of the Agents, Administrative Agent or such Lender or any agent on behalf of such the Administrative Agent or such Lender.
(b) The Company shall, Borrower and each Guarantor shall cause each other Loan Party to, jointly and severally indemnify the Agents Administrative Agent and the Lenders for, and hold the Agents Administrative Agent and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyAdministrative Agent and each Lender agree that in the event that any such investigation, litigation or proceeding set forth in subparagraph (b) above is asserted or threatened in writing or instituted against it or any other Indemnified Party, or any Remedial Action, is requested of it or any of its officers, directors, Administrative Agents and employees, for which any Indemnified Party may desire indemnity or defense hereunder, such Indemnified Party shall promptly notify the Borrower in writing.
(d) The Borrower and the Guarantors, at the request of any IndemniteeIndemnified Party, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action against or with respect to any Indemnified Party and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee Indemnified Party requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower and the Guarantors shall promptly do so and lead such defense, and such Indemnitee Indemnified Party shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee Indemnified Party in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s and the Guarantors’ obligation and duty hereunder to indemnify and hold harmless such IndemniteeIndemnified Party.
(de) The Company Borrower and each Guarantor agrees that any indemnification or other protection provided to any Indemnitee Indemnified Party pursuant to this Agreement (including pursuant to this Section 14.17) 13.4), the Orders or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee Indemnified Party under this Agreement Agreement, the Orders or any other Loan Document, regardless of whether such Indemnified Party is a party to this Agreement.
Appears in 1 contract
Sources: Secured Super Priority Debtor in Possession Multiple Draw Term Loan Agreement (Greenville Tube CO)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, Lender, Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by the Borrower or any of its Subsidiaries or any such Indemnitee or any of its their respective directors, security holders or creditors or the Borrower or any such Subsidiary, Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee (i) with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to a dispute among Indemnitee (other than a claim against any Agent or its affiliates solely in its capacity as Agent, except to the extent such claim is found by a final non-appealable judgment of a court of competent jurisdiction to have resulted primarily from the gross negligence or willful misconduct of such Arranger or affiliate, as applicable); providedor (iii) arising from a material breach of the obligations of an Indemnitee under this Agreement as determined by a final, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses non-appealable judgment of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict court of interest among the Indemniteescompetent jurisdiction. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estatemigrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor on Real Property or any asset owned or leased by the Borrower or any of any Governmental Authority for Environmental Liabilities and Costs its Subsidiaries and (iv) any costs or liabilities concerning the Borrower or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative any Agent, any LenderLender or any Issuer, or any Agent Agent, any Lender or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts or omissions of the Agentsany Agent, such Lender or such Issuer or any agent on behalf of such Agent Agent, such Lender or such LenderIssuer or any other Indemnitee.
(b) The Company shallBorrower shall indemnify each Agent, each Arranger, Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents such Agent, Arranger, Lender and the Lenders Issuer and harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Amc Entertainment Holdings, Inc.)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each co-documentation agent, each bookrunner, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions Precedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, thereof or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of either Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Arranger, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Arranger, such Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, each Arranger, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each the Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Term Loan Agreement (Revlon Consumer Products Corp)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of any action, investigation, proceeding or other claim arising from or related to (i) any Loan Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses each of more than one joint counsel for the Administrative Agent Holdings and the Collateral Agent Borrower waives and one joint counsel for the agrees not to assert against any Indemnitee, and shall cause each other Indemnitees unless such representation shall result in a conflict Loan Party to waive and not assert against any Indemnitee, any right of interest among the Indemnitees. contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable primarily to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company Each Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) III (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter (i) to the extent such liability has resulted resulting from the gross negligence or willful misconduct of that Indemnitee, Indemnitee or any of its Affiliates as determined by a court of competent jurisdiction in a final non-appealable judgment or order; providedorder or (ii) to the extent resulting from a claim brought against such Indemnitee by a Borrower for breach in bad faith of such Indemnitee’s obligations under any Loan Document, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses if such Loan Party has obtained a final non-appealable judgment or order in its favor on such claim from a court of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemniteescompetent jurisdiction. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Members involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Members, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiariesa Group Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Members by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries a Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or any agent on behalf of such Agent or the Administrative Agent, such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyEach Borrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Companysuch Borrower, in any event, may participate in the defense thereof with legal counsel of the Company’s its choice. In the event that such Indemnitee indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(dc) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Prologis)
Indemnities. (a) The Company agrees toBorrower jointly and severally agree to indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend Administrative Agent, each ArrangerLender, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, the Purchase Agreement, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan or any securities filing of, or with respect to, any Credit Party, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Credit Party or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to otherwise or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company (x) Borrowers shall not have any liability under this Section 14.17 13.4 to an any Indemnitee with respect to any Indemnified Matter if, and (y) no Indemnitee shall have any liability with respect to any Indemnified Matter (as to which such Indemnitee would otherwise be liable), other than to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furthereach Borrower and each other Credit Party executing this Agreement waives and agrees not to assert against any Indemnitee, and shall cause each other Credit Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that the Company shall not may be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Credit Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company Each Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted by, any Person other than the Borrowers, against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder or from the failure of any such Indemnitee to comply with any Requirements of Law; provided, further, that such indemnity shall not, as to any Indemnitee, be available to the Company extent that such liability results from any litigation brought by such Indemnitee against any Loan Party or by any Loan Party against such Indemnitee, in which such Loan Party is the prevailing party. Furthermore, each Guarantor and each Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company Issuer agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless and defend each Agent, each Arranger, each Lender Purchaser and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) its Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of
(i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Note, any Related Transaction, or any securities filing of, or with respect to, any Group Member,
(ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, initial syndication, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Acquired Company, any Group Member or any Affiliate of any of them in connection with any of the foregoing,
(iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, or
(iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that (A) the Company Issuer shall not have any liability under this Section 14.17 10.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (B) the Issuer shall be liable in each case for fees, charges and disbursements of up to a maximum of two counsel for all Indemnitees, except that if there shall be a conflict of interest, as determined by the Purchasers in their reasonable discretion on advice of counsel, the Indemnitees may engage and be reimbursed for additional counsel, and except that the Indemnitees may retain and be reimbursed for such special and/or local counsel as they reasonably determine are necessary and (C) the Issuer shall not be responsible for indemnification of any Indemnitee hereunder in connection with any dispute solely between or among Indemnitees. Furthermore, the Issuer waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person; provided, further, however, that the Company no amount shall not be required payable under this Section 10.4 with respect to reimburse the Indemnitees for the fees Taxes, amounts with respect to which shall be payable solely and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. exclusively pursuant to Section 2.14.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Credit Party or following any Credit Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Sources: Securities Purchase Agreement (Princeton Review Inc)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, GE Capital Markets, Inc., each Lender L/C Issuer, each Secured Hedging Counterparty, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, initial syndication, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Acquired Company, any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that (A) the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order, (B) the Borrower shall be responsible hereunder for the reasonable fees and disbursements of one (1) counsel (and local counsel with respect to collateral) for the Administrative Agent and its Related Persons, and for only one (1) other counsel for all other Indemnitees and (C) the Borrower shall not be responsible for indemnification of any Indemnitee hereunder in connection with my dispute solely between or 98 CREDIT AGREEMENT THE PRINCETON REVIEW, INC. among Indemnitees. Furthermore, the Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person; provided, further, however, that the Company no amount shall not be required payable under this Section 11.4(a) with respect to reimburse the Indemnitees for the fees Taxes, amounts with respect to which shall be payable solely and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. exclusively pursuant to Section 2.17.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Arrangers, the Administrative Agent, each Arranger, Lender and each Lender Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and 101 advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article IXIII) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 13.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Group or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Group or any of its Subsidiaries, ; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Group or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Group or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any LenderLender or any Issuer, or the Administrative Agent, any Agent Lender or any Lender Issuer having become the successor in interest to the Company Group or any of its Subsidiaries Subsidiaries, and (yB) to the extent attributable solely to acts of the AgentsArrangers, the Administrative Agent, such Lender or such Issuer or any agent on behalf of such the Administrative Agent or such Lender.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Arrangers, the Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Arrangers, the Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Arrangers, the Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1713.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Revolving Credit Agreement (Warnaco Group Inc /De/)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and reasonable out-of-pocket expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 13.4 (x) to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; providedorder or (y) to Harbert in connection with any potential or actual Plan of Reor▇▇▇▇▇▇▇ion or Harbert's claims against (or participation interests in claims ▇▇▇▇▇▇▇), furtheror interests in, that the Company shall not be required Borrower other than with respect to reimburse the Indemnitees for the fees Obligations and expenses of more than one joint counsel for the Administrative Agent its rights under Section 2.19 and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the IndemniteesSchedule 2.19. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to this Agreement, the Orders or a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § ss. 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (xA) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (yB) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1713.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Secured Debtor in Possession Credit Agreement (Friedmans Inc)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Target, any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys' fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses each of more than one joint counsel for the Administrative Agent Holdings and the Collateral Agent Borrower waives and one joint counsel for the agrees not to assert against any Indemnitee, and shall cause each other Indemnitees unless such representation shall result in a conflict Loan Party to waive and not assert against any Indemnitee, any right of interest among the Indemnitees. contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “"Indemnified Matters” include (i) " includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Inverness Medical Innovations Inc)
Indemnities. (a) The Company agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Collateral Agent, each ArrangerHolder, each Lender holder of a Warrant and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee Indenmitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Warrant, any Note Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds from the issuance and sale of the Notes and Warrants, any Related Transaction, or any securities filing of, or with respect to, any Group Member (including, without limitation, any indemnification liability that the Collateral Agent may incur in connection with any control agreement or other document executed by the Collateral Agent in connection with the transactions contemplated hereby), (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that no Note Party shall be liable for any indemnification to any Indemnitee to the extent any suit, action, proceeding, claim, damage, loss, liability or expense arises in connection with a dispute against another Secured Party based on the action or inaction of such other Secured Party and that in any case is not caused by any action or inaction of any Note Party. Furthermore, each of Holdings and the Company waives and agrees not to assert against any Indenmitee, and shall cause each other Note Party to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that may be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosureRelated Person through any foreclosure action, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, each case except to the extent such Environmental Liabilities (xi) are incurred solely following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, Secured Party or following any Agent or any Lender Secured Party having become the successor in successor-in-interest to the Company or any of its Subsidiaries Note Party and (yii) to the extent are attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Securities Purchase Agreement (Film Department Holdings, Inc.)
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender Person (other than the Borrower) party to a Secured Hedging Document and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Loan, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or proceedingother proceeding in connection with any of the foregoing or any act, event or transaction related, contemplated in or attendant to any of the foregoing, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including legal fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furtherthe Borrower waives and agrees not to assert against any Indemnitee, and shall cause each other Loan Party to waive and not assert against such Indemnitee, any right of contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person of such Indemnitee to the Company shall extent that such Liabilities did not be required to reimburse result from the Indemnitees for the fees and expenses gross negligence or willful misconduct of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result Indemnitee, as determined by a court of competent jurisdiction in a conflict of interest among the Indemnitees. final non-appealable judgment or order.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.Environmental Liabilities
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions Precedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of either Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Arranger, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Arranger, such Lender or such Lender.Issuer. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, each Arranger, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. Parent Borrower shall indemnify the Agent (aand any sub-agent thereof) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each Arranger, each Lender and each Related Party of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Persons (each such Person being called an “Indemnitee”) from against, and against hold each Indemnitee harmless from, any and all losses, claims, damages, liabilitiesliabilities and related expenses (including the fees, obligations, losses, penalties, actions, judgments, suits, costs, charges and disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to counsel for any such Indemnitee) that may be imposed on), incurred by any Indemnitee or asserted against any such Indemnitee by any third party or by Parent Borrower arising out of, in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirectwith, or consequential and whether based on any federal, state as a result of (i) the execution or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out delivery of this Agreement, any other Loan Document, any Payment Obligation, Document or any actagreement or instrument contemplated hereby or thereby, event the performance by the parties hereto of their respective obligations hereunder or transaction related thereunder or attendant to the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Term Loan or the use or intended proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, leased or operated by Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the Loans foregoing, whether based on contract, tort or in connection with any investigation other theory, whether brought by a third party or by a Credit Party or any of a Credit Party’s directors, shareholders or creditors, and regardless of whether any potential matter covered hereby (collectivelyIndemnitee is a party thereto; provided that such indemnity shall not, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect as to any Indemnified Matter Indemnitee, be available to the extent that such liability has losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of that such Indemnitee or (y) result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Parent Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction in a final nonjurisdiction. To the extent that Parent Borrower for any reason fails to indefeasibly pay any amount required under the paragraph above or Section 1.3(c) to be paid by it to the Agent (or any sub-appealable judgment agent thereof) or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses any Related Party of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict any of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include each Lender severally agrees to pay to the Agent (ior any such sub-agent) all Environmental Liabilities and Costs arising from or connected with such Related Party, as the pastcase may be, present such Lender’s Pro Rata Share of such unpaid amount, provided that the unreimbursed expense or future operations indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the Company foregoing acting for the Agent (or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (iisub-agent) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seqsuch capacity.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Neff Rental Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, Obligation or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of the Administrative AgentArranger, any Lender, or any Agent or the Administrative Agent, the Arranger, any Lender having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, the Arranger, such Lender or any agent on behalf of such Agent the Administrative Agent, the Arranger or such Lender.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders Arranger, the Lender for, and hold the Agents and Administrative Agent, the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and Administrative Agent, the Arranger, the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Related Document, any Disclosure Document, any Obligation (or the repayment thereof), the use or intended use of the proceeds of any Term Loan or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Group Member or any Affiliate of any of them in connection with any of the foregoing and any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furtherthe Borrower waives and agrees not to assert against any Indemnitee, any right of contribution with respect to any Liabilities that the Company shall not may be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Related Person or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to the Borrower and (ii) inure are attributable primarily to the benefit gross negligence of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Sources: Credit Agreement (SemGroup Corp)
Indemnities. (a) The Company To the extent permitted by applicable law, the Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender L/C Issuer, each Secured Hedging Counterparty, each Person that each L/C Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner matter relating to or arising out of, in connection with or as a result of this Agreement, (i) any other Loan Document, any Payment ObligationRelated Document, any Disclosure Document, any Obligation (or the repayment thereof), any actLetter of Credit, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any Loan or the Loans use of any Letter of Credit, any Related Transaction, or any securities filing of, or with respect to, any Group Member, (ii) any commitment letter, proposal letter or term sheet with any Person or any Contractual Obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of the Acquired Company, any Group Member or any Affiliate of any of them in connection with any investigation of the foregoing and any potential matter covered hereby Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not brought by any Group Member, any such Indemnitee or any of its Related Persons, any holders of Securities or creditors (and including attorneys’ fees in any case), whether or not any such Group Member, Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other Requirement of Law or theory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.5 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furthereach CREDIT AGREEMENT MEDICAL STAFFING NETWORK, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses INC. of more than one joint counsel for the Administrative Agent Holdings and the Collateral Agent Borrower, to the extent permitted by applicable law, waives and one joint counsel for the agrees not to assert against any Indemnitee, and shall cause each other Indemnitees unless such representation shall result in a conflict Loan Party to waive and not assert against any Indemnitee, any right of interest among the Indemnitees. contribution with respect to any Liabilities that may be imposed on, incurred by or asserted against any Related Person.
(b) Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present or future operations any property of the Company any Group Member or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Group Member, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Group Member or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Group Member through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Loan Party and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Sources: Credit Agreement (Medical Staffing Network Holdings Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions Precedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of either Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Arranger, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Arranger, such Lender or such Lender.Issuer. AMENDED AND RESTATED CREDIT AGREEMENT T▇▇▇▇ HEALTHCARE CORPORATION
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, each Arranger, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees to, Maker and shall cause each other Loan Party to, the Guarantor agree to indemnify and hold harmless each Agent, each Arranger, each Lender the Holder and each of their respective Affiliates, its affiliates and each of the directors, officers, employees, partners, agents, trustees, representativesadministrators, attorneysmanagers, consultants advisors and advisors representatives of or to any of the foregoing it and its affiliates (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being each, an “IndemniteeIndemnified Party”) from and against against, any and all claims, damages, liabilities, obligations, losses, penaltiesliabilities and related expenses (including the fees, actions, judgments, suits, costs, charges and disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to counsel for any such Indemnitee) that may be imposed onIndemnified Party), incurred by any Indemnified Party or asserted against any such Indemnitee Indemnified Party by any person (including the Maker or the Guarantor) other than an Indemnified Party, arising out of, in connection with with, or arising out by reason of: (i) the execution or delivery of this Note or any investigationagreement or instrument contemplated by this Note (including, litigation without limitation, any Loan Document), the performance by the parties thereto of their respective obligations under this Note or proceedingany other Loan Document or the consummation of the transactions contemplated by such documents; (ii) any loan, whether extension of credit, or not such proposed use of the proceeds therefrom; (iii) any actual or alleged presence or release of hazardous materials on or from any property currently or formerly owned or operated by the Maker, the Guarantor or any subsidiary thereof, or any environmental liability related to the Maker, the Guarantor or any subsidiary thereof in any way; or (iv) any actual or prospective claim, investigation, litigation or proceeding is brought by any such Indemnitee or relating to any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party theretothe foregoing, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Documenttheory, whether brought by a third party or by the Maker or the Guarantor, and regardless of whether any Payment ObligationIndemnified Party is a party thereto; provided that, or any act, event or transaction related or attendant such indemnity shall not (i) apply to any thereof, income or the use or intended use gains of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee Holder with respect to payments by Maker with respect to this Note, Holder’s conversion of this Note or the sale of any shares obtained pursuant to this Note; or (ii) be available to any Indemnified Matter Party to the extent that such liability has claims, damages, losses, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such LenderParty.
(b) The Company shallIn addition to any liability or obligation of the Maker or the Guarantor to the Holder under any other provision of this Note, and shall cause each other Loan Party to, indemnify the Agents Maker and the Lenders for, Holder shall indemnify and hold the Agents and the Lenders Holder harmless from and against, against any and all claims for brokerage commissionslosses, fees claims, costs, damages or liabilities (including any expense or cost incurred in the liquidation and other compensation made against re- deployment of funds acquired to fund or maintain any portion of a loan or advance and reasonable out-of-pocket expenses and legal fees) incurred by the Agents and the Lenders for any broker, finder Holder as a result of or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated Maker or the Guarantor’s failure to fulfil any of its obligations, including any cost or expense incurred by this Agreement.reason of the liquidation or re-employment in whole or in part of deposits or other funds required by the
(c) The CompanyMaker and the Guarantor agrees, at to the request of fullest extent permitted by applicable law, not to assert, and hereby waives, any Indemnitee, shall have the obligation to defend claim against any investigationIndemnified Party, litigation on any theory of liability, for special, indirect, consequential or proceeding punitive damages (including, without limitation, any loss of profits or requested Remedial Actionanticipated savings), in each case contemplated in clause (a) aboveas opposed to actual or direct damages, and the Company, in resulting from this Note or any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation Loan Document or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses arising out of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result Indemnified Party’s activities in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation connection herewith or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemniteetherewith.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, each Lender and Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company any Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § ss. 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative any Agent, any LenderLender or any Issuer, or any Agent Agent, any Lender or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the Agentssuch Agent, such Lender or such Issuer or any agent on behalf of such Agent Agent, such Lender or such LenderIssuer.
(b) The Company shallBorrower shall indemnify each Agent, and shall cause each other Loan Party to, indemnify the Agents and the Lenders and each Issuer for, and hold the Agents and each Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause Action with legal counsel of the Borrower's choice (a) abovewhich counsel shall be reasonably satisfactory to such Indemnitee), and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead and, at such defenseIndemnitee's expense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to the Existing Credit Agreement (including pursuant to Section 11.4 thereof) or any other Loan Document (as defined in the Existing Credit Agreement and each an "Existing Loan Document") shall survive the effectiveness of this Agreement and any indemnification or other protection provided to any Indemnitee pursuant to the Existing Credit Agreement, any other Existing Loan Document, this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under the Existing Credit Agreement, any other Existing Loan Document, this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each ArrangerLender, Tranche B Investor and each Lender Issuer and each of their respective Affiliates, 109 and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXARTICLE III (CONDITIONS TO LOANS AND LETTERS OF CREDIT)) (each such Person being an “Indemnitee”"INDEMNITEE") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of the Disclosure Statement, any Related Document, any Tranche B Document, the Reorganization, this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”"INDEMNIFIED MATTERS"); providedPROVIDED, however, that the Company Borrower shall not have any liability obligation under this Section 14.17 SECTION 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” "INDEMNIFIED MATTERS" include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company any Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § Section 9601 et seqET SEQ.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses CLAUSES (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender, Tranche B Investor or any Issuer, or the Administrative Agent, any Lender, Tranche B Investor or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender Lender, Tranche B Investor or Issuer or any agent on behalf of such Agent or the Administrative Agent, such Lender, Tranche B Investor or Issuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents Administrative Agent, the Lenders, Tranche B Investors and the Lenders each Issuer for, and hold the Agents Administrative Agent, the Lenders, Tranche B Investors and the Lenders each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders, Tranche B Investors and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.Agreement or the Tranche B Documents. 110
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any such investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Action and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17SECTION 11.4) or any other Loan Document or Tranche B Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or Agreement, any other Loan Document or Tranche B Document.
Appears in 1 contract
Sources: Credit Agreement (Washington Group International Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each ArrangerLender, each Lender Issuer (including each Person obligated on a Cash Management Document or Swap Contract that is a Loan Document, but solely to the extent of such Person’s capacity as a Secured Party and not with respect to such Cash Management Document or Swap Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to Loans and Letters of Credit) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of Credit Agreement Orbital Sciences Corporation any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment ObligationObligation or any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action environmental remedial action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries (other than pursuant to a contractual arrangement to which the Person seeking such indemnification is a party) in connection with the transactions contemplated by this Agreement.
(c) The Company, at Promptly after receipt by an Indemnitee of notice of the request commencement of any Indemnitee, shall have the obligation to defend against any investigation, litigation action or proceeding or requested Remedial Action, involving a claim referred to in each case contemplated in clause subsection (a) or (b) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have promptly give notice to the right to have legal counsel Borrower of its choice participate in the commencement of such defenseaction or proceeding; provided, however, that the fees and expenses failure of such counsel Indemnitee to give notice provided in this Credit Agreement Orbital Sciences Corporation subsection (c) shall be reasonable for a secondary counsel; providednot (i) relieve the Borrower of its Obligations under this Section 11.4, further, except to the extent that the Company shall not be required Borrower has been materially prejudiced by such failure, and (ii) in any event relieve Borrower from any liability with respect to reimburse such Indemnitee which the Indemnitees for Borrower may have otherwise on account of this Agreement. If any such action or proceeding is brought against any Indemnitee, unless in the fees and expenses reasonable opinion of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in Indemnitee a conflict of interest among between such Indemnitee and the Indemnitees. No Borrower may exist in respect of such action taken by or proceeding and representation of both would be inappropriate, the Borrower shall be entitled to participate in and to assume the defense thereof with counsel reasonably satisfactory to such Indemnitee, and after notice from the Borrower to such Indemnitee of its election so to assume the defense thereof, (x) the Borrower shall not be liable to such Indemnitee for any legal counsel chosen or other expenses subsequently incurred by such Indemnitee in defending against connection with the defense thereof and (y) such Indemnitee shall take all action that the Borrower may reasonably request (and that is reasonably necessary or appropriate and would not, in the reasonable judgment of such Indemnitee, be materially disadvantageous to such Indemnitee) in order to cooperate in the Borrower’s participation in and assumption of such defense. The Borrower shall not be liable for any settlement of any action or claim effected without the Borrower’s consent (which consent shall not be unreasonably withheld), and the Borrower shall not settle or compromise any action or claim affecting any Indemnitee without such investigationIndemnitee’s prior written consent (which shall not be unreasonably withheld) if the settlement or compromise involves any performance by, litigation or proceeding or requested Remedial Actionadverse admission of, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document (unless otherwise provided therein) shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees toto indemnify, pay, and shall cause hold each other Loan Party to, indemnify and hold harmless each Co-Administrative Agent, each ArrangerLender, each Lender L/C Issuer and each of their respective Affiliates, and each of the officers, directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of attorneys (the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “IndemniteeIndemnitees”) harmless from and against any and all claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costsclaims, disbursements costs and expenses, joint or several, expenses (including all reasonable fees and expenses of counsel to such Indemnitees) of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) whatsoever that may be imposed on, incurred by by, or asserted against the Indemnitees in any such Indemnitee matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Related Transaction Document, the Acquisition, any Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit or any securities filing of, or with respect to, any Credit Party, (ii) any Contractual Obligation entered into in connection with any E-Systems or other Electronic Transmissions, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsofficers, security holders directors or creditors agents (and including reasonable attorneys’ fees in any case), whether or not any such Indemnitee, directorofficer, security holder director or creditor agent is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, regulation or under common any other requirement of law or in theory thereof, including common law, equity, or on contract, tort or otherwise, in any manner relating to otherwise or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 no obligation to an Indemnitee hereunder with respect to any Indemnified Matter to the extent such liability has resulted resulting from the gross negligence negligence, bad faith or willful misconduct of that IndemniteeIndemnitee or its Affiliates, officers, directors, employees, agents or attorneys as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) disputes among Indemnitees. If and (iv) above, to the extent (x) incurred following foreclosure by that the Collateral Agentforegoing undertaking may be unenforceable for any reason, at Borrower agrees to make the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest maximum contribution to the Company or any of its Subsidiaries payment and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lendersatisfaction thereof which is permissible under applicable law.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (TNS Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter that to the extent such liability has resulted resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Datapath Inc)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions to Loans) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, Obligation or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 8.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estatemigrating from such property, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor on Real Property or any asset owned or leased by the Borrower or any of any Governmental Authority for Environmental Liabilities and Costs its Subsidiaries and (iv) any costs or liabilities concerning the Borrower or any of its Subsidiaries, including their operations and owned or leased Real Property, incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or the Administrative Agent, any Lender having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts or omissions of the AgentsAdministrative Agent, such Lender or any agent on behalf of the Administrative Agent, such Agent Lender or such Lenderany other Indemnitee.
(b) The Company shallBorrower shall indemnify the Administrative Agent, Arranger, and shall cause each other Loan Party to, indemnify the Agents and the Lenders Lender for, and hold the Agents Administrative Agent, Arranger, and the Lenders each Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Arranger and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party the Borrower or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.178.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Amc Entertainment Holdings, Inc.)
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, or a material breach in bad faith by such Indemnitee of its obligations hereunder or under any other Loan Document, in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Holdings or any of its Subsidiaries involving any property subject to a Security Documentof its Real Property or personal property, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Holdings or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Holdings or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Holdings or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction attributable solely to acts of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) Each Indemnitee agrees that in the event that any investigation, litigation or proceeding is asserted or threatened in writing or instituted against it or any other Indemnitee for which any Indemnitee may desire indemnity or defense hereunder, such Indemnitee shall notify the Borrower in writing of such event; provided that failure to so notify the Borrower shall not affect the right of any Indemnitee to seek indemnification hereunder. The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the Company’s Borrower's choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrower's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees toto indemnify, and shall cause each other Loan Party to, indemnify and hold harmless each and defend the Administrative Agent, each ArrangerLender, each Lender LC Issuer, each Person that each LC Issuer causes to Issue Letters of Credit hereunder and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) Related Persons (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature Liabilities (including reasonable feesbrokerage commissions, disbursements fees and expenses of financial and legal advisors to any such Indemniteeother compensation) that may be imposed on, incurred by or asserted against any such Indemnitee in any matter relating to or arising out of, in connection with or arising out as a result of (i) any Loan Document, any Secured Obligation (or the repayment thereof), any Letter of Credit, the use or intended use of the proceeds of any Loan or the use of any Letter of Credit, or any securities filing of, or with respect to, any Restricted Person, (ii) any commitment letter, proposal letter or term sheet with any Person or any contractual obligation, arrangement or understanding with any broker, finder or consultant, in each case entered into by or on behalf of any Restricted Person or any Affiliate of any of them in connection with any of the foregoing, (iii) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directorsRelated Persons, security any holders of Equity Interests or creditors (and including attorneys’ fees in any case), whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirement of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, (iv) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 10.4 to an any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such liability has resulted primarily from the gross negligence or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided. Furthermore, furtherBorrower waives and agrees not to assert against any Indemnitee, and shall cause each other Restricted Person to waive and not assert against any Indemnitee, any right of contribution with respect to any Liabilities that the Company shall not may be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemniteesimposed on, incurred by or asserted against any Related Person. Without limiting the foregoing, “Indemnified Matters” include (i) includes all Environmental Liabilities and Costs Liabilities, including those arising from from, or connected with the pastotherwise involving, present any property of any Related Person or future operations of the Company such Related Person’s operation or ownership thereof, or any of its Subsidiaries involving any property subject to a Security Documentactual, alleged or prospective damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company natural resource or any of its Subsidiaries, (iii) property on or contiguous to any costs or liabilities incurred in connection with any Lien in favor real property of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs Related Person, whether or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whethernot, with respect to any such matterEnvironmental Liabilities, such any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in successor-in-interest to the Company or any of its Subsidiaries, Related Person or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following Related Person through any foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionaction, in each case contemplated in clause (a) above, and except to the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that extent such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall Environmental Liabilities (i) survive Full Satisfaction of are incurred solely following foreclosure by any Secured Party or following any Secured Party having become the Payment Obligations successor-in-interest to any Restricted Person and (ii) inure are attributable solely to the benefit acts of any Person that was at any time an Indemnitee under this Agreement or any other Loan Documentsuch Indemnitee.
Appears in 1 contract
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each the Arranger, each Lender and each Issuing Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “"Indemnitee”") from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “"Indemnified Matters”"); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent Agents and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “"Indemnified Matters” " include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § ss. 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative AgentAgents, any Lender or any Issuing Lender, or any Agent Agent, any Lender or any Issuing Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or such Issuing Lender or any agent on behalf of such Agent Agent, such Lender or such Issuing Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents Agents, the Lenders and the each Issuing Lenders for, and hold the Agents and Agents, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s 's choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent Agents and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s 's obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees toEach Borrower agrees, jointly and shall cause each other Loan Party toseverally, to indemnify and hold harmless each Agent, each Arranger, each Lender Lender, each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXSection 4 (Conditions Precedent)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability under this Section 14.17 10.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted from the gross negligence or willful misconduct of that Indemniteesuch Indemnitee or the breach by such Indemnitee of its obligations under this Agreement, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.Exhibit 10.2 BWP 10-Q 06/30/2009 Exhibit 10.2 -----
(b) The Company shallEach Borrower shall jointly and severally indemnify each Agent, each Arranger, each Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its the Parent Borrower’s Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The CompanyEach Borrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Actionproceeding, in each case contemplated in clause (aclause(a) above, and the Companyeach Borrower, in any event, may participate in the defense thereof with legal counsel of the Companysuch Borrower’s choice. In the event that such Indemnitee indemnitee requests the Company such Borrower to defend against such investigation, litigation or proceeding or requested Remedial Actionproceeding, the Company such Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s Borrowers’ obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Each Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1710.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)
Indemnities. (a) The Company agrees toBorrowers shall protect, and shall cause each other Loan Party todefend, indemnify and hold save harmless each Agent, each Arranger, each Lender Administrative Agent and each of Lender, their respective Affiliatesshareholders, and each of the directors, officers, employeesemployees and agents (each, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “IndemniteeIndemnified Person”) from and against any and all claimsLiabilities, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint imposed upon or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any Indemnified Person, whether brought by a third party or any Borrower Party, by reason of (i) credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such Indemnitee credit, and in connection with or arising out of the transactions contemplated hereunder and thereunder and any actions or failures to act in connection therewith; (ii) ownership of the Mortgage, the Projects or any interest therein or receipt of any rents and the exercise of rights and remedies thereunder; (iii) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Projects or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (iv) any use, nonuse or condition in, on or about the Projects or any part thereof or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (v) performance of any labor or services or the furnishing of any materials or other property in respect of the Projects or any part thereof; (vi) the failure of any Person to file timely with the Internal Revenue Service an accurate Form ▇▇▇▇-▇, ▇▇▇▇▇▇▇▇▇ for Recipients of Proceeds from Real Estate, Broker and Barter Exchange Transactions, which may be required in connection with this Agreement, or to supply a copy thereof in a timely fashion to the recipient of the proceeds of the transaction in connection with which this Agreement is made; (vii) any securities filing of, or with respect to, any Borrower, any other Borrower Party or the Projects; (viii) any commitment letter, proposal letter or term sheet with any Person and any contractual obligation entered into in connection with any E-Systems or other Electronic Transmissions; (ix) any actual or prospective investigation, litigation or other proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee Indemnified Person or any of its directorsRelated Persons, security any holders of securities or creditors creditors, whether or not any such Indemnitee, directorRelated Person, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether or not based on any federal, state or local law or other statutory regulation, securities or commercial law or regulationregulation or any other Requirements of Law or theory thereof, or under including common law or in law, equity, or on contract, tort or otherwise; (x) all sums paid by Administrative Agent pursuant to Section 9.3, in any manner relating to or arising out of this Agreement, (xi) any other Loan Document, any Payment Obligation, or any act, event or transaction related related, contemplated in or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby foregoing (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any no liability under this Section 14.17 11.5 to an Indemnitee any Indemnified Person with respect to any Indemnified Matter to the extent such liability (x) has resulted from the gross negligence or willful misconduct of that Indemniteesuch Indemnified Person, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees (y) has resulted from a claim brought by a Borrower Party against an Indemnified Person for the fees and expenses breach in bad faith or a material breach of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the such Indemnified Person’s obligations hereunder or under any other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Loan Document, if such Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction or damage to real or personal property or natural resources or harm or injury alleged to have (z) has resulted from any Release litigation in which an Indemnified Person and one or more Borrower Parties are adverse to each other, and in which the Borrower Parties prevail on their claims and the Indemnified Person does not prevail on its defenses or its counterclaims interposed in such litigation and such Borrower Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lendercompetent jurisdiction.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents and the Lenders for, and hold the Agents and the Lenders harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any Any indemnification or other protection provided to any Indemnitee Indemnified Person pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document and the Environmental Indemnity Agreement shall (i) survive Full Satisfaction the termination of the Payment Loan Commitment and the payment in full of other Obligations and (ii) inure to the benefit of any Person that was at any time held a right thereunder (as an Indemnitee under this Agreement or otherwise) and, thereafter, its successors and permitted assigns.
(c) In no event shall any Indemnified Person be liable on any theory of liability for any special, indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Each Borrower (on its own behalf and on behalf of the other Loan DocumentBorrower Parties) hereby waives, releases and agrees not to ▇▇▇ upon any such claim for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to exist in its favor.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each Agent, each Arranger, Arranger and each Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Disclosure Document, UK Loan Document or Senior Facility Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 9.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative Agent, any Lender, or any Agent or any Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or any agent on behalf of such Agent or such Lender.
(b) The Company shallBorrower shall indemnify each Agent, each Arranger and shall cause each other Loan Party to, indemnify the Agents and the Lenders Lender for, and hold the Agents each Agent, each Arranger and the Lenders each Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders either Agent, either Arranger or any Lender for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party Restricted Person or any Subsidiary of its Subsidiaries any Restricted Person in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.179.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each the Arranger, each Lender and each Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions To Loans And Letters Of Credit)) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 13.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Borrower or any of its Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Borrower or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Borrower or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of any Lender or any Issuer, or the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Borrower or any of its Subsidiaries and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1713.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees to, Parent and shall cause each other Loan Party to, the Borrowers jointly and severally agree to and hereby do indemnify and hold harmless each Administrative Agent, each Arrangerthe Collateral Agent, each Arrangers, Bookrunners, Issuers, and Lender and each of (together with their respective AffiliatesAffiliates (and controlling persons) and the respective officers, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants members (and advisors successors and assigns) of or to any each of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (foregoing, each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable reasonable, documented and customary fees, disbursements and expenses of financial and legal advisors to any such Indemnitee; provided that legal advisors shall be limited to the reasonable and documented fees, disbursements and expenses of (x) one firm of counsel for each Agent, one firm of counsel for the Term Lenders and one firm of counsel for the Issuers, (y) one firm of local counsel in each relevant jurisdiction, and (z) in the case of an actual or perceived conflict of interest where the person affected by such conflict retains its own counsel, of another firm of counsel for such affected person in each relevant jurisdiction) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrowers or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party theretoAffiliates, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to (i) any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence negligence, bad faith or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder or order of an arbitral tribunal, (ii) a material breach of the Loan Documents by such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or order of an arbitral tribunal and (iii) any action brought by one Indemnitee against another Indemnitee (except in its capacity as an Agent) which does not involve an act or omission by the Parent or any of its Affiliates or (iv) any settlement entered into by such Indemnitee without the Parent’s written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that the foregoing indemnity will apply to any such settlement in the event that the Parent was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume; provided, further, that if there is a final and non-appealable judgment by a court of competent jurisdiction, the Company shall not be required Parent agrees to reimburse the Indemnitees for the fees indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for such settlement or judgment in accordance with the other Indemnitees unless such representation shall result in a conflict provisions of interest among the Indemniteesthis Section 11.4. Without limiting the foregoing, but subject to the express limitations of the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Parent, the Borrowers, or any of its their respective Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Parent, the Borrowers, or any of its their respective Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Parent or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Parent or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure (or deed in lieu thereof) by any Administrative Agent, any Lender or any Issuer, or any Administrative Agent, the Collateral Agent, at the direction of the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Parent, the Borrowers, or any of its their respective Subsidiaries and (y) to the extent attributable solely to acts of the Agentssuch Administrative Agent, such Lender or such Issuer or any agent on behalf of such Agent Administrative Agent, such Lender or such LenderIssuer. This Section 11.4(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.
(b) The Company shallParent and each Borrower shall and does hereby jointly and severally indemnify each Agent, each Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents each Agent, each Lender and the Lenders each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents any Agent, any Lender and the Lenders any Issuer for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request Promptly after receipt by an Indemnitee of service of any Indemniteecomplaint or the commencement of any action or proceeding with respect to an Indemnified Matter, shall have such Indemnitee will notify the Parent in writing of such complaint or of the commencement of such action or proceeding, but failure to so notify the Parent will relieve the Parent or the Borrowers from the obligation to defend against indemnify such Indemnitee only if and only to the extent that such failure results in the forfeiture by the Parent or the Borrowers of substantial rights and defenses that actually and materially prejudice the Parent or the Borrowers, and will not in any investigationevent relieve the Parent or the Borrowers from any other obligation or liability that the Parent or the Borrowers may have to any Indemnitee otherwise than in accordance with the provisions hereof. If the Parent or any Borrower so elects following its acknowledgment of its obligation to indemnify the Indemnitee, litigation or if requested by such Indemnitee, the Parent or such Borrower will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to such Indemnitee and the payment of the reasonable, documented, and customary fees and disbursements of such counsel. In the event, however, such Indemnitee reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if the defendants in or targets of any such action or proceeding include an Indemnitee and the Parent or the Borrowers and such Indemnitee reasonably concludes that there may be legal defenses available to it or other Indemnitees that are different from or in addition to those available to the Parent or the Borrowers, or if the Parent or the Borrowers fail to assume the defense of the action or proceeding or requested Remedial Actionto employ counsel reasonably satisfactory to such Indemnitee in a timely manner, then such Indemnitee may employ separate counsel to represent or defend it in each case contemplated in clause (a) aboveany such action or proceeding and the Parent and the Borrowers will pay the reasonable, documented, and the Company, in any event, may participate in the defense thereof with legal counsel customary fees and disbursements of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defensecounsel; provided, however, that the fees Parent and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall Borrowers will not be required to reimburse the Indemnitees for pay the fees and expenses disbursements of more than one joint separate counsel (in addition to local counsel) for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation jurisdiction in any single action or proceeding. In any action or proceeding the defense of which the Parent or requested Remedial Actionthe Borrowers assume, shall vitiate or the Indemnitee will have the right to participate in any way impair the Company’s obligation such litigation and duty hereunder to indemnify and hold harmless retain its own counsel at such Indemnitee’s own expense.
(d) The Company agrees Parent and the Borrowers jointly and severally agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction the termination of this Agreement and the payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Superpriority Senior Secured Debtor in Possession Credit Agreement (McDermott International Inc)
Indemnities. (a) The Company agrees to, Parent and shall cause each other Loan Party to, the Borrowers jointly and severally agree to and hereby do indemnify and hold harmless each Administrative Agent, each the Collateral Agent, Arranger, each Bookrunner, Co-Manager, Issuers, Swingline Lender and each of Lender (together with their respective AffiliatesAffiliates (and controlling persons) and the respective officers, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants members (and advisors successors and assigns) of or to any each of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (foregoing, each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable reasonable, documented and customary fees, disbursements and expenses of financial and legal advisors to any such Indemnitee, provided that legal advisors shall be limited to the reasonable and documented fees, disbursements and expenses of (x) one firm of counsel for alleach of the Agents, one firm of counsel for the Term Lenders and one firm of counsel for the Issuers, (y) one firm of local counsel in each relevant jurisdiction, and (z) in the case of an actual or perceived conflict of interest where the person affected by such conflict retains its own counsel, of another firm of counsel for such affected person in each relevant jurisdiction) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by the Borrowers or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party theretoAffiliates, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, the Business Combination or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrowers shall not have any liability obligation under this Section 14.17 11.4 to an Indemnitee with respect to (i) any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence negligence, bad faith or willful misconduct of that such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or orderorder or order of an arbitral tribunal, (ii) a material breach of the Loan Documents by such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order or order of an arbitral tribunal and (iii) any action brought by one Indemnitee against another Indemnitee (except in its capacity as an Agent) which does not involve an act or omission by the Parent or any of its Affiliates or (iv) any settlement entered into by such Indemnitee without the Parent’s written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that the foregoing indemnity will apply to any such settlement in the event that the Parent was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to so assume; provided, further, that if there is a final and non-appealable judgment by a court of competent jurisdiction, the Company shall not be required Parent agrees to reimburse the Indemnitees for the fees indemnify and hold harmless each Indemnitee from and against any and all losses, claims, damages, liabilities and expenses by reason of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for such settlement or judgment in accordance with the other Indemnitees unless such representation shall result in a conflict provisions of interest among the Indemniteesthis Section 11.4. Without limiting the foregoing, but subject to the express limitations of the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company Parent, the Borrowers, or any of its their respective Subsidiaries involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company Parent, the Borrowers, or any of its their respective Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company Parent or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company Parent or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure (or deed in lieu thereof) by any Administrative Agent, any Lender or any Issuer, or any Administrative Agent, the Collateral Agent, at the direction of the Administrative Agent, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company Parent, the Borrowers, or any of its their respective Subsidiaries and (y) to the extent attributable solely to acts of the Agentssuch Administrative Agent, such Lender or such Issuer or any agent on behalf of such Agent Administrative Agent, such Lender or such LenderIssuer. This Section 11.4(a) shall not apply with respect to Taxes other than any Taxes that represent losses or damages arising from any non-Tax claim.
(b) The Company shallParent and each Borrower shall and does hereby jointly and severally indemnify each Agent, each Lender and shall cause each other Loan Party to, indemnify the Agents and the Lenders Issuer for, and hold the Agents each Agent, each Lender and the Lenders each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents any Agent, any Lender and the Lenders any Issuer for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request Promptly after receipt by an Indemnitee of service of any Indemniteecomplaint or the commencement of any action or proceeding with respect to an Indemnified Matter, shall have such Indemnitee will notify the Parent in writing of such complaint or of the commencement of such action or proceeding, but failure to so notify the Parent will relieve the Parent or the Borrowers from the obligation to defend against indemnify such Indemnitee only if and only to the extent that such failure results in the forfeiture by the Parent or the Borrowers of substantial rights and defenses that actually and materially prejudice the Parent or the Borrowers, and will not in any investigationevent relieve the Parent or the Borrowers from any other obligation or liability that the Parent or the Borrowers may have to any Indemnitee otherwise than in accordance with the provisions hereof. If the Parent or any Borrower so elects following its acknowledgment of its obligation to indemnify the Indemnitee, litigation or if requested by such Indemnitee, the Parent or such Borrower will assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to such Indemnitee and the payment of the fees and disbursements of such counsel. In the event, however, such Indemnitee reasonably determines in its judgment that having common counsel would present such counsel with a conflict of interest or if the defendants in or targets of any such action or proceeding include an Indemnitee and the Parent or the Borrowers and such Indemnitee reasonably concludes that there may be legal defenses available to it or other Indemnitees that are different from or in addition to those available to the Parent or the Borrowers, or if the Parent or the Borrowers fail to assume the defense of the action or proceeding or requested Remedial Actionto employ counsel reasonably satisfactory to such Indemnitee in a timely manner, then such Indemnitee may employ separate counsel to represent or defend it in each case contemplated in clause (a) above, any such action or proceeding and the Company, in any event, may participate in Parent and the defense thereof with legal counsel Borrowers will pay the reasonable and customary fees and disbursements of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defensecounsel; provided, however, that the fees Parent and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall Borrowers will not be required to reimburse the Indemnitees for pay the fees and expenses disbursements of more than one joint separate counsel (in addition to local counsel) for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation jurisdiction in any single action or proceeding. In any action or proceeding the defense of which the Parent or requested Remedial Actionthe Borrowers assume, shall vitiate or the Indemnitee will have the right to participate in any way impair the Company’s obligation such litigation and duty hereunder to indemnify and hold harmless retain its own counsel at such Indemnitee’s own expense.
(d) The Company agrees Parent and the Borrowers jointly and severally agree that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction the termination of this Agreement and the payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees to, and shall cause each other Loan Party to, indemnify and hold harmless each Agent, each the Arranger, each Lender and each Issuing Lender and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IX) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company shall not have any liability under this Section 14.17 to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent Agents and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries involving any property subject to a Security Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Agent, at the direction of the Administrative AgentAgents, any Lender or any Issuing Lender, or any Agent Agent, any Lender or any Issuing Lender having become the successor in interest to the Company or any of its Subsidiaries and (y) to the extent attributable to acts of the Agents, such Lender or such Issuing Lender or any agent on behalf of such Agent Agent, such Lender or such Issuing Lender.
(b) The Company shall, and shall cause each other Loan Party to, indemnify the Agents Agents, the Lenders and the each Issuing Lenders for, and hold the Agents and Agents, the Lenders and each Issuing Lender harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Agents, the Lenders and the Issuing Lenders for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the Company, in any event, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent Agents and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.17) or any other Loan Document shall (i) survive Full Satisfaction of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company agrees toGroup and the Borrower agree, jointly and shall cause each other Loan Party toseverally, to indemnify and hold harmless each Arranger, each Agent, each Arranger, Lender and each Lender Issuer and each of their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representativesrepresentative, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition of the conditions set forth in Article IXIII) (each such Person being an “‘‘Indemnitee”’’) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, expenses of any kind or nature (including reasonable fees, fees and disbursements and expenses of financial and legal advisors counsel to any such Indemnitee) that which may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Secured Obligation, any Letter of Credit, any ▇▇▇▇▇▇▇ Acquisition Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “‘‘Indemnified Matters”’’); provided, however, that neither Group nor the Company Borrower shall not have any liability obligation under this Section 14.17 11.4 (i) to an Indemnitee with respect to any Indemnified Matter to the extent such liability has resulted caused by or resulting from the gross negligence or willful misconduct of that Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, furtherand (ii) with respect to taxes (and amounts relating thereto), that the Company indemnification for which shall not be required to reimburse the Indemnitees for the fees governed solely and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemniteesexclusively by Section 2.16. Without limiting the foregoing, “Indemnified Matters” Matters include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Warnaco Entity involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, ; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries, Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) CERCLA and applicable state property transfer laws, whether, with respect to any of such mattermatters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesWarnaco Entity, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Warnaco Entity by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following (A) foreclosure by the Collateral Agent, at the direction of the Administrative any Facility Agent, any LenderLender or any Issuer, or any Agent Facility Agent, any Lender or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Warnaco Entity, and (yB) to the extent attributable solely to acts of the Arrangers, the Facility Agents, such Lender or such Issuer or any agent on behalf of such Agent the Facility Agents or such Lender.
(b) The Company Group and the Borrower shall, jointly and shall cause each other Loan Party toseverally, indemnify the Agents each Agent, each Arranger, each Lender and the Lenders each Issuer for, and hold the Agents each Agent, each Arranger, each Lender and the Lenders each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents and the Lenders any Agent, Arranger, Lender or any Issuer for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries Warnaco Entity in connection with the transactions contemplated by this Agreement.
(c) The Company, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, Group and the CompanyBorrower agree, in any eventjointly and severally, may participate in the defense thereof with legal counsel of the Company’s choice. In the event that such Indemnitee requests the Company to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the Company’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Secured Obligations and (ii) inure to the benefit of any Person that who was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract
Indemnities. (a) The Company Borrower agrees to, and shall cause each other Loan Party to, to indemnify and hold harmless each the Administrative Agent, each Arranger, each co-documentation agent, each bookrunner, each Lender and each Issuer (including each Person obligated on a Hedging Contract that is a Loan Document if such Person was a Lender or Issuer at the time of it entered into such Hedging Contract) and each of AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION their respective Affiliates, and each of the directors, officers, employees, agents, trustees, representatives, attorneys, consultants and advisors of or to any of the foregoing (including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article IXIII (Conditions Precedent) (each such Person being an “Indemnitee”) from and against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including reasonable fees, disbursements and expenses of financial and legal advisors to any such Indemnitee) that may be imposed on, incurred by or asserted against any such Indemnitee in connection with or arising out of any investigation, litigation or proceeding, whether or not such investigation, litigation or proceeding is brought by any such Indemnitee or any of its directors, security holders or creditors or any such Indemnitee, director, security holder or creditor is a party thereto, whether direct, indirect, or consequential and whether based on any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising out of this Agreement, any other Loan Document, any Payment Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, thereof or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any investigation of any potential matter covered hereby (collectively, the “Indemnified Matters”); provided, however, that the Company Borrower shall not have any liability under this Section 14.17 11.4 to an Indemnitee with respect to any Indemnified Matter to the extent such liability that has resulted primarily from (A) the gross negligence or willful misconduct of that Indemnitee or (B) a claim brought by the Borrower or any other Loan Party against such Indemnitee for material breach of such Indemnitee’s obligations hereunder or under any Loan Document (other than any such claim brought against an Indemnitee acting in an agency capacity), in each case, as determined by a court of competent jurisdiction in a final non-appealable judgment or order; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. Without limiting the foregoing, “Indemnified Matters” include (i) all Environmental Liabilities and Costs arising from or connected with the past, present or future operations of the Company or any of its Subsidiaries Group Member involving any property subject to a Security Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Hazardous Materials Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its SubsidiariesGroup Member, (iii) any costs or liabilities incurred in connection with any Environmental Lien in favor of any Governmental Authority for Environmental Liabilities and Costs and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its SubsidiariesGroup Member, or the owner, lessee or operator of any property of the Company or any of its Subsidiaries Group Member by virtue of foreclosure, except, with respect to those matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent (x) incurred following foreclosure by the Collateral Administrative Agent, at the direction of either Arranger, any Lender or any Issuer, or the Administrative Agent, the Arrangers, any Lender, Lender or any Agent or any Lender Issuer having become the successor in interest to the Company or any of its Subsidiaries Group Member and (y) to the extent attributable solely to acts of the AgentsAdministrative Agent, such Arranger, such Lender or such Issuer or any agent on behalf of the Administrative Agent, such Agent Arranger, such Lender or such LenderIssuer.
(b) The Company shall, and Borrower shall cause each other Loan Party to, indemnify the Agents and Administrative Agent, each Arranger, the Lenders and each Issuer for, and hold the Agents and Administrative Agent, the Lenders and each Issuer harmless from and against, any and all claims for brokerage commissions, fees and other compensation made against the Agents Administrative Agent, the Arrangers, the Lenders and the Lenders Issuers for any broker, finder or consultant with respect to any agreement, arrangement or understanding made by or on behalf of any Loan Party or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.. AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION
(c) The CompanyBorrower, at the request of any Indemnitee, shall have the obligation to defend against any investigation, litigation or proceeding or requested Remedial Action, in each case contemplated in clause (a) above, and the CompanyBorrower, in any event, may participate in the defense thereof with legal counsel of the CompanyBorrower’s choice. In the event that such Indemnitee requests the Company Borrower to defend against such investigation, litigation or proceeding or requested Remedial Action, the Company Borrower shall promptly do so and lead such defense, and such Indemnitee shall have the right to have legal counsel of its choice participate in such defense; provided, however, that the fees and expenses of such counsel shall be reasonable for a secondary counsel; provided, further, that the Company shall not be required to reimburse the Indemnitees for the fees and expenses of more than one joint counsel for the Administrative Agent and the Collateral Agent and one joint counsel for the other Indemnitees unless such representation shall result in a conflict of interest among the Indemnitees. No action taken by legal counsel chosen by such Indemnitee in defending against any such investigation, litigation or proceeding or requested Remedial Action, shall vitiate or in any way impair the CompanyBorrower’s obligation and duty hereunder to indemnify and hold harmless such Indemnitee.
(d) The Company Borrower agrees that any indemnification or other protection provided to any Indemnitee pursuant to this Agreement (including pursuant to this Section 14.1711.4) or any other Loan Document shall (i) survive Full Satisfaction payment in full of the Payment Obligations and (ii) inure to the benefit of any Person that was at any time an Indemnitee under this Agreement or any other Loan Document.
Appears in 1 contract