Common use of Indemnity by Borrowers Clause in Contracts

Indemnity by Borrowers. Borrowers agree to indemnify, save and hold harmless Agent and Banks and their directors, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Agent or a Bank) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action or cause of action that such Person has or asserts against Borrowers, any Affiliate of Borrowers or any officer, director or shareholder of Borrowers and arises out of or relates to the relationship between Borrowers and Banks under any of the Loan Documents or the transactions contemplated thereby; and (b) Any and all liabilities, losses, costs or expenses (including attorneys' fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.13; provided that each Indemnitee shall endeavor, in connection with any matter covered by this Section 11.13 which also involves other Indemnitees, to use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees. Any obligation or liability of Borrowers to any Indemnitee under this Section 11.13 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to Agent and/or Banks.

Indemnity by Borrowers. Borrowers agree to indemnify, save and hold harmless Agent the Administrative Agent, the Lead Arranger, the Syndication Agents and Banks each Lender and their respective directors, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against: (a) Any any and all claims, demands, actions or causes of action that are asserted against (except a claim, demand, action, or cause of action for any Indemnitee by any Person (other than Agent or a Bankamount excluded from the definition of "Taxes" in Section 3.11(d)) if the claim, demand, action or cause of action directly arises out of or indirectly relates to any act or omission (or alleged act or omission) of Borrowers, their Affiliates or any of their officers, directors or stockholders relating to the Commitment, the use or contemplated use of proceeds of any Loan, or the relationship of Borrowers and the Lenders under this Agreement; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action that such Person has or asserts against Borrowers, any Affiliate of Borrowers or any officer, director or shareholder of Borrowers and arises out of or relates to the relationship between Borrowers and Banks under any of the Loan Documents or the transactions contemplated therebydescribed in clause (a) above; and (bc) Any any and all liabilities, losses, costs or expenses (including reasonable attorneys' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionaction (collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee. Each If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee is authorized shall promptly notify Borrowers, but the failure to employ counsel so promptly notify Borrowers shall not affect Borrowers' obligations under this Section unless such failure materially prejudices Borrowers' right to participate in the contest of its own choosing such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrowers in enforcing its rights writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrowers to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrowers may be liable for payment of indemnity hereunder shall give Borrowers written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and in defending against shall obtain Borrowers' prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.13against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees and reasonably acceptable to Borrowers; provided provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall endeavorbe entitled to separate representation by legal counsel selected by that Indemnitee and reasonably acceptable to Borrowers, in connection with any matter covered by this Section 11.13 which also involves other Indemnitees, to use all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrowers to any Indemnitee under this Section 11.13 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to Agent and/or Banksthe Lenders.

Indemnity by Borrowers. Borrowers agree to indemnify, save and hold harmless the Administrative Agent and Banks Lead Arranger and each Bank and their respective directors, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against: (a) Any any and all claims, demands, actions or causes of action that are asserted against (except a claim, demand, action, or cause of action for any Indemnitee by any Person (other than Agent or a Bankamount excluded from the definition of "Taxes" in Section 3.12(d)) if the claim, demand, action or cause of action directly arises out of or indirectly relates to any act or omission (or alleged act or omission) of Borrowers, their Affiliates or any of their officers, directors or stockholders relating to the Commitments, the use or contemplated use of proceeds of any Loan or any Letter of Credit, or the relationship of Borrowers and the Banks under this Agreement; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action that such Person has or asserts against Borrowers, any Affiliate of Borrowers or any officer, director or shareholder of Borrowers and arises out of or relates to the relationship between Borrowers and Banks under any of the Loan Documents or the transactions contemplated therebydescribed in clause (a) above; and (bc) Any any and all liabilities, losses, costs or expenses (including reasonable attorneys' fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee. Each If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee is authorized shall promptly notify Borrowers, but the failure to employ counsel so promptly notify Borrowers shall not affect Borrowers' obligations under this Section unless such failure materially prejudices Borrowers' right to participate in the contest of its own choosing such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrowers in enforcing its rights writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrowers to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrowers may be liable for payment of indemnity hereunder shall give Borrowers written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and in defending against shall obtain Borrowers' prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.1311.11 against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees and reasonably acceptable to Borrowers; provided provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall endeavorbe entitled to separate representation by legal counsel selected by that Indemnitee and reasonably acceptable to Borrowers, in connection with any matter covered by this Section 11.13 which also involves other Indemnitees, to use all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrowers to any Indemnitee under this Section 11.13 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and 11.11 shall survive the expiration or termination of this Agreement and all Letters of Credit and the repayment of all Loans and the payment and performance of all other Obligations owed to Agent and/or the Banks.

Indemnity by Borrowers. Borrowers agree to indemnify, save and hold harmless Agent the Administrative Agent, the Lead Arranger, the Syndication Agents and Banks each Lender and their respective directors, officers, agents, attorneys and employees (collectively the "“Indemnitees"”) from and against: (a) Any any and all claims, demands, actions or causes of action that are asserted against (except a claim, demand, action, or cause of action for any Indemnitee by any Person (other than Agent or a Bankamount excluded from the definition of “Taxes” in Section 3.11(d)) if the claim, demand, action or cause of action directly arises out of or indirectly relates to any act or omission (or alleged act or omission) of Borrowers, their Affiliates or any of their officers, directors or stockholders relating to the Commitment, the use or contemplated use of proceeds of any Loan, or the relationship of Borrowers and the Lenders under this Agreement; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action that such Person has or asserts against Borrowers, any Affiliate of Borrowers or any officer, director or shareholder of Borrowers and arises out of or relates to the relationship between Borrowers and Banks under any of the Loan Documents or the transactions contemplated therebydescribed in clause (a) above; and (bc) Any any and all liabilities, losses, costs or expenses (including reasonable attorneys' ’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of actionaction (collectively, the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconductmisconduct or for any loss asserted against it by another Indemnitee. Each If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee is authorized shall promptly notify Borrowers, but the failure to employ counsel so promptly notify Borrowers shall not affect Borrowers’ obligations under this Section unless such failure materially prejudices Borrowers’ right to participate in the contest of its own choosing such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Borrowers in enforcing its rights writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrowers to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim or proceeding for which Borrowers may be liable for payment of indemnity hereunder shall give Borrowers written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and in defending against shall obtain Borrowers’ prior consent (which shall not be unreasonably withheld or delayed). In connection with any claim, demand, action or cause of action covered by this Section 11.13against more than one Indemnitee, all such Indemnitees shall be represented by the same legal counsel (which may be a law firm engaged by the Indemnitees or attorneys employed by an Indemnitee or a combination of the foregoing) selected by the Indemnitees and reasonably acceptable to Borrowers; provided provided, that if such legal counsel determines in good faith that representing all such Indemnitees would or could result in a conflict of interest under Laws or ethical principles applicable to such legal counsel or that a defense or counterclaim is available to an Indemnitee that is not available to all such Indemnitees, then to the extent reasonably necessary to avoid such a conflict of interest or to permit unqualified assertion of such a defense or counterclaim, each affected Indemnitee shall endeavorbe entitled to separate representation by legal counsel selected by that Indemnitee and reasonably acceptable to Borrowers, in connection with any matter covered by this Section 11.13 which also involves other Indemnitees, to use all such legal counsel using reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees; and further provided that the Administrative Agent (as an Indemnitee) shall at all times be entitled to representation by separate legal counsel (which may be a law firm or attorneys employed by the Administrative Agent or a combination of the foregoing). Any obligation or liability of Borrowers to any Indemnitee under this Section 11.13 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to Agent and/or Banksthe Lenders.

Indemnity by Borrowers. Borrowers agree to indemnify, save and hold harmless Agent Bank and Banks and their its directors, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against: (a) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than Agent or a Bank) if the claim, demand, action or cause of action directly or indirectly relates to a claim, demand, action or cause of action that such Person has or asserts against Borrowers, any Affiliate of Borrowers or any officer, director or shareholder of Borrowers and arises out of or relates to the relationship between Borrowers and Banks Bank under any of the Loan Documents or the transactions contemplated thereby; and (b) Any and all liabilities, losses, costs or expenses (including attorneys' fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel of its own choosing in enforcing its rights hereunder and in defending against any claim, demand, action or cause of action covered by this Section 11.1310.10; provided that each Indemnitee shall endeavor, in connection with any matter covered by this Section 11.13 10.10 which also involves other Indemnitees, to use reasonable efforts to avoid unnecessary duplication of effort by counsel for all Indemnitees. Any obligation or liability of Borrowers to any Indemnitee under this Section 11.13 shall be and hereby is covered and secured by the Loan Documents and the Collateral, and shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations owed to Agent and/or Banks.liability