Common use of Indemnity for Returned Payments Clause in Contracts

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the Lenders, and the Borrower hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, Bank or any Affiliate of the Bank (each an “Affected Payee”) is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the Borrower shall be liable to pay to the Agent Affected Payee and the Lenders, and hereby does indemnify the Borrower hereby indemnifies the Agent Affected Payee and the Lenders and holds hold the Agent and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' Affected Payee’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower Borrowers shall be liable to pay to the Agent and the LendersLender, and hereby does indemnify the Borrower hereby indemnifies Lender and hold the Agent and the Lenders and holds the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 SECTION 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 SECTION 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower Borrowers shall be liable to pay to the Agent Lender and the Lenders, and the each Borrower hereby indemnifies the Agent and the Lenders Lender and holds the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.17 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.17 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligationsobligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Bank and the Borrower Borrowers shall be liable to pay to the Agent Bank and hereby jointly and severally indemnify the Lenders, Bank and hold the Borrower hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders Bank harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender Bank in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceedspayment, and any such contrary action so taken shall be without prejudice to the AgentBank's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.4 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which that is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Credit Provider is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Credit Provider and the Borrower Borrowers shall be liable to pay to the Agent and for the Lendersbenefit of the Credit Providers, and the each Borrower hereby indemnifies the Agent and the Lenders Credit Providers and holds the Agent and the Lenders Credit Providers harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.11(f) shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which that may have been taken by the Agent or any Lender Credit Provider in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the LendersCredit Providers' rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.11(f) shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligationsobligations of Borrower, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled required to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations such obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the LendersLender, and the Borrower hereby indemnifies the Agent does indemnify Lender and the Lenders and holds the Agent and the Lenders hold Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or Proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled required to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender Lender, and the Borrower shall be liable to pay to the Agent Lender and the Lenders, and the Borrower hereby indemnifies the Agent and the Lenders does indemnify Lender and holds the Agent and the Lenders Lender harmless for the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 3.8 4.5 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 3.8 4.5 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrower Borrowers shall be liable to pay to the Agent and the LendersLender, and the Borrower Borrowers hereby indemnifies indemnify the Agent Lender and hold the Lenders and holds the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.17 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' Lender’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.17 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoffset-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Borrower shall be liable to pay to the Agent and the LendersLender, and the Borrower hereby indemnifies the Agent does indemnify Lender and the Lenders and holds the Agent and the Lenders hold Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 2.6 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' Lender’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 2.6 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or Proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender Lender; and the Borrower shall be liable to pay Pay to the Agent and the LendersLender, and hereby does indemnify the Borrower hereby indemnifies Lender and hold the Agent and the Lenders and holds the Agent and the Lenders Lender harmless for for, the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 3.8 4.5 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 3.8 4.5 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then then: the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent Lender and hereby does indemnify the Lenders, Lender and hold the Borrower hereby indemnifies the Agent and the Lenders and holds the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceedspayment, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.4 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Loan Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, then the Loan Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the LendersLender, and the Borrower hereby indemnifies the Agent does indemnify Lender and the Lenders and holds the Agent and the Lenders hold Lender harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been be taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon any such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreementthe Revolving Commitment, the Convertible Revolving Commitment, the Term Commitment and the payment and satisfaction of all of the Loan Obligations.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank, Agent or any Affiliate of the Bank Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the Lendersor such Lender, and the Borrower hereby indemnifies the Agent and the Lenders or such Lender and holds the Agent and the Lenders or such Lender harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 4.3 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any such Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' or such Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 4.3 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligationsobligations of Borrower, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled required to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations such obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the LendersLender, and the Borrower hereby indemnifies the Agent does indemnify Lender and the Lenders and holds the Agent and the Lenders hold Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' Lender’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or Proceeds applied to the payment of of, all or any part of the Obligations, the Agent, any Lender, the Bank, or any Affiliate of the Bank Lender is for any reason compelled required to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then then: the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the LendersLender, and hereby does indemnify the Borrower hereby indemnifies the Agent and the Lenders Lender and holds the Agent and the Lenders Lender harmless for the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 3.8 section shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 3.8 section shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower Borrowers shall be liable to pay to the Agent and the LendersLender, and hereby does indemnify the Borrower hereby indemnifies Lender and hold the Agent and the Lenders and holds the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent's and the Lenders' Lender’s rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, the Bank, Bank or any Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Borrower shall be liable to pay to the Agent and the LendersLender, and hereby does indemnify the Borrower hereby indemnifies Lender and hold the Agent and the Lenders and holds the Agent and the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 3.8 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance CREDIT AGREEMENT - Page 18 upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentLender's and the Lenders' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 3.8 3.9 shall survive the termination of this Agreement.