Common use of Indemnity and Judgments Clause in Contracts

Indemnity and Judgments. THE COMPANY AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH OF THE BANKS, THEIR CONTROLLING PERSONS AND AFFILIATES AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS AND ADVISORS, FROM AND HOLD EACH HARMLESS AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES INCURRED BY ANY OF THE FOREGOING PERSONS (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, SETTLEMENT COSTS, COURT COSTS AND OTHER LEGAL EXPENSES, ARISING OUT OF OR BY REASON OF ANY PARTICIPATION IN, OR ANY ACTION OR OMISSION IN CONNECTION WITH THIS AGREEMENT OR ANY LOAN BY A BANK HEREUNDER OR ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDINGS BROUGHT OR THREATENED RELATING THERETO, OR TO ANY USE OR PROPOSED USE TO BE MADE BY THE COMPANY OR ANY SUBSIDIARY OF THE LOANS AND TO THE EXTENT THAT THE INDEMNIFIED LIABILITIES ARISE OUT OF OR BY REASON OF CLAIMS MADE BY PERSONS OTHER THAN THE ADMINISTRATIVE AGENT OR ANY BANK; PROVIDED THAT NO SUCH PERSON SHALL BE ENTITLED TO BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY PORTION OF INDEMNIFIED LIABILITIES RESULTING FROM OR BY REASON OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF SUCH PERSON.

Indemnity and Judgments. THE COMPANY AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH OF THE BANKSADMINISTRATIVE AGENT, THEIR CONTROLLING PERSONS ARRANGERS, SYNDICATION AGENTS, AGENTS UNDER THE RELATED FACILITIES, LENDERS AND AFFILIATES ISSUING LENDERS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS ATTORNEYS, CONTROLLING PERSONS AND ADVISORS, AFFILIATES FROM AND HOLD EACH HARMLESS AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES INCURRED BY ANY OF THE FOREGOING PERSONS (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, SETTLEMENT COSTS, COURT COSTS AND OTHER LEGAL EXPENSES, ARISING OUT OF OR BY REASON OF ANY PARTICIPATION IN, OR ANY ACTION OR OMISSION IN CONNECTION WITH WITH, THIS AGREEMENT OR ANY LOAN (INCLUDING ANY DISCRETIONARY LOAN) HEREUNDER OR ANY LETTER OF CREDIT ISSUED HEREUNDER (INCLUDING ANY REFUSAL BY AN ISSUING LENDER TO HONOR A BANK HEREUNDER 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 ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDINGS BROUGHT OR THREATENED RELATING THERETO, OR TO ANY USE OR PROPOSED USE TO BE MADE BY THE COMPANY OR ANY SUBSIDIARY OF THE LOANS OR LETTERS OF CREDIT, BUT, IN THE CASE ONLY OF LENDERS OR ISSUING LENDERS OTHER THAN THE ADMINISTRATIVE AGENT, ARRANGERS, SYNDICATION AGENTS AND AGENTS UNDER THE RELATED FACILITIES, ONLY TO THE EXTENT THAT THE INDEMNIFIED LIABILITIES ARISE OUT OF OR BY REASON OF CLAIMS MADE BY PERSONS OTHER THAN THE ADMINISTRATIVE AGENT AGENT, ARRANGERS, SYNDICATION AGENTS, AGENTS UNDER THE RELATED FACILITIES OR ANY BANKLENDERS; PROVIDED THAT NO SUCH PERSON SHALL BE ENTITLED TO BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING FROM ARISING OUT OF OR BY REASON OF THE GROSS NEGLIGENCE OR WILFUL WILLFUL MISCONDUCT OF SUCH PERSON. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY OF THE LENDERS, ADMINISTRATIVE AGENT, ARRANGERS, SYNDICATION AGENTS OR AGENTS UNDER THE RELATED FACILITIES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, CONTROLLING PERSONS AND AFFILIATES, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT OR DUTY IMPOSED BY ANY APPLICABLE LEGAL REQUIREMENT) ARISING OUT OF, IN CONNECTION WITH, ARISING OUT OF, AS A RESULT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY OR REFERRED TO HEREIN OR THEREIN, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN OR THE USE OF THE PROCEEDS THEREOF OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND COMPANY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX UPON ANY SUCH CLAIM OR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. THE OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 13.04 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS.

Indemnity and Judgments. THE COMPANY AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH OF THE BANKS, THEIR CONTROLLING PERSONS LENDERS AND AFFILIATES THE ISSUING LENDERS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS ATTORNEYS, CONTROLLING PERSONS AND ADVISORS, AFFILIATES FROM AND HOLD EACH HARMLESS AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES INCURRED BY ANY OF THE FOREGOING PERSONS (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, SETTLEMENT COSTS, COURT COSTS AND OTHER LEGAL EXPENSES, ARISING OUT OF OR BY REASON OF ANY PARTICIPATION IN, OR ANY ACTION OR OMISSION IN CONNECTION WITH WITH, THIS AGREEMENT OR ANY LOAN (INCLUDING ANY DISCRETIONARY LOAN) HEREUNDER OR ANY LETTER OF CREDIT ISSUED HEREUNDER (INCLUDING ANY REFUSAL BY THE ISSUING LENDER TO HONOR A BANK HEREUNDER 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 ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDINGS BROUGHT OR THREATENED RELATING THERETO, OR TO ANY USE OR PROPOSED USE TO BE MADE BY THE COMPANY OR ANY SUBSIDIARY OF THE LOANS AND OR LETTERS OF CREDIT, BUT ONLY TO THE EXTENT THAT THE INDEMNIFIED LIABILITIES ARISE OUT OF OR BY REASON OF CLAIMS MADE BY PERSONS OTHER THAN THE ADMINISTRATIVE AGENT OR ANY BANKLENDER; PROVIDED THAT NO SUCH PERSON SHALL BE ENTITLED TO BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING FROM ARISING OUT OF OR BY REASON OF THE GROSS NEGLIGENCE OR WILFUL WILLFUL MISCONDUCT OF SUCH PERSON; PROVIDED FURTHER, HOWEVER, THAT TO THE EXTENT ANY INDEMNIFIED LIABILITY ARISE OUT OF OR BY REASON OF CLAIMS RELATING TO THE NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT, THE ADMINISTRATIVE FUNCTIONS OF THE ADMINISTRATIVE AGENT UNDER THIS AGREEMENT, OR THE PERFORMANCE OBLIGATIONS OF THE LENDERS UNDER THIS AGREEMENT, THE ADMINISTRATIVE AGENT AND THE LENDERS SHALL NOT BE ENTITLED TO BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY SUCH INDEMNIFIED LIABILITIES ARISING OUT OF OR BY REASON OF THE NEGLIGENCE OF THE ADMINISTRATIVE AGENT OR ANY LENDER. THE OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 13.04 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE REVOLVING CREDIT LOANS.

Indemnity and Judgments. THE COMPANY AGREES TO INDEMNIFY THE ADMINISTRATIVE AGENT AND EACH OF THE BANKSADMINISTRATIVE AGENT, THEIR CONTROLLING PERSONS ARRANGERS, SYNDICATION AGENTS AND AFFILIATES LENDERS AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS ATTORNEYS, CONTROLLING PERSONS AND ADVISORS, AFFILIATES FROM AND HOLD EACH HARMLESS AGAINST ANY AND ALL LOSSES, COSTS, LIABILITIES, CLAIMS, DAMAGES AND EXPENSES INCURRED BY ANY OF THE FOREGOING PERSONS (COLLECTIVELY, THE "INDEMNIFIED LIABILITIES"), INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, SETTLEMENT COSTS, COURT COSTS AND OTHER LEGAL EXPENSES, ARISING OUT OF OR BY REASON OF ANY PARTICIPATION IN, OR ANY ACTION OR OMISSION IN CONNECTION WITH WITH, THIS AGREEMENT OR ANY LOAN BY A BANK HEREUNDER OR ANY INVESTIGATION, LITIGATION OR OTHER PROCEEDINGS BROUGHT OR THREATENED RELATING THERETO, OR TO ANY USE OR PROPOSED USE TO BE MADE BY THE COMPANY OR ANY SUBSIDIARY OF THE LOANS LOANS, BUT, IN THE CASE ONLY OF LENDERS OTHER THAN THE ADMINISTRATIVE AGENT, ARRANGERS AND SYNDICATION AGENTS, ONLY TO THE EXTENT THAT THE INDEMNIFIED LIABILITIES ARISE OUT OF OR BY REASON OF CLAIMS MADE BY PERSONS OTHER THAN THE ADMINISTRATIVE AGENT AGENT, ARRANGERS, SYNDICATION AGENTS OR ANY BANKLENDERS; PROVIDED THAT NO SUCH PERSON SHALL BE ENTITLED TO BE INDEMNIFIED AND HELD HARMLESS AGAINST ANY PORTION OF SUCH INDEMNIFIED LIABILITIES RESULTING FROM ARISING OUT OF OR BY REASON OF THE GROSS NEGLIGENCE OR WILFUL WILLFUL MISCONDUCT OF SUCH PERSON. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY SHALL NOT ASSERT, AND HEREBY WAIVES, ANY CLAIM AGAINST ANY OF THE LENDERS, ADMINISTRATIVE AGENT, ARRANGERS AND SYNDICATION AGENTS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, ATTORNEYS, CONTROLLING PERSONS AND AFFILIATES, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES (AS OPPOSED TO DIRECT OR ACTUAL DAMAGES) (WHETHER OR NOT THE CLAIM THEREFOR IS BASED ON CONTRACT, TORT OR DUTY IMPOSED BY ANY APPLICABLE LEGAL REQUIREMENT) ARISING OUT OF, IN CONNECTION WITH, ARISING OUT OF, AS A RESULT OF, OR IN ANY WAY RELATED TO, THIS AGREEMENT OR ANY AGREEMENT OR INSTRUMENT CONTEMPLATED HEREBY OR THEREBY OR REFERRED TO HEREIN OR THEREIN, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, ANY LOAN OR THE USE OF THE PROCEEDS THEREOF OR ANY ACT OR OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND COMPANY HEREBY WAIVES, RELEASES AND AGREES NOT TO XXX UPON ANY SUCH CLAIM OR ANY SUCH DAMAGES, WHETHER OR NOT ACCRUED AND WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR. THE OBLIGATIONS OF THE COMPANY UNDER THIS SECTION 13.04 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT AND THE PAYMENT OF THE LOANS.