Common use of Lender Indemnification Clause in Contracts

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Ratable Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Ratable Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Ratable Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket and documented expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative The Lenders agree to indemnify each Agent (ratably according to the extent not reimbursed respective principal amount of the Notes then held by the Borrower) Lenders from and against such Lender’s Ratable Share of any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counsel) any kind or nature whatsoever that may be imposed on, incurred by by, or asserted or awarded against, the Administrative against such Agent in any way relating to or arising out of this Agreement, the Notes and Existing Financing Agreement or any of the other Loan Document Financing Documents or any action taken or omitted by the Administrative such Agent under this Agreement, the Notes Existing Financing Agreement or any of the other Loan DocumentFinancing Documents (to the extent not promptly reimbursed by the Borrower); provided provided, however, that no Lender the Lenders shall not be liable for the payment of any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses which have resulted or disbursements resulting from the Administrative such Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Lenders agree to reimburse the Administrative each Agent promptly upon demand for its ratable share of any out-of-pocket costs and expenses (including reasonable counsel feesincluding, without limitation, fees and expenses of counsel) incurred payable by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this AgreementBorrower under Sections 11.1 and 11.2, to the extent that the Administrative such Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative The Lenders agree to indemnify each Agent (ratably according to the extent not reimbursed respective principal amount of the Notes then held by the BorrowerLenders (or if no Notes are at the time outstanding or if any Notes are held by Persons that are not the Lenders, ratably according to the respective amounts of the Commitment) from and against such Lender’s Ratable Share of any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counsel) any kind or nature whatsoever that may be imposed on, incurred by by, or asserted or awarded against, the Administrative against such Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document Agreement or any action taken or omitted by the Administrative such Agent under this AgreementAgreement (to the extent not promptly reimbursed by the Borrower); provided, however, that the Notes or any other Loan Document; provided that no Lender Lenders shall not be liable for the payment of any portion of such claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses which have resulted or disbursements resulting from the Administrative such Agent’s 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees the Lenders agree to reimburse the Administrative each Agent promptly upon demand for its ratable share of any out-of-pocket costs and expenses (including reasonable counsel feesincluding, without limitation, fees and expenses of counsel) incurred payable by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this AgreementBorrower under Sections 11.1 and 11.2, to the extent that the Administrative such Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Xxxxxx's Ratable Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s 's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket and documented expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.. WEIL:\98779116\4\64945.0060

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent and the Security Agent (in each case, to the extent not reimbursed by the BorrowerBorrowers) from and against such Lender’s Ratable Xxxxxle Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, including reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent or the Security Agent, as applicable, under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s or the Security Agent’s, as applicable, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent and the Security Agent, as applicable, promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent and/or the Security Agent, as applicable, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent or the Security Agent, as applicable, is not reimbursed for such expenses by the BorrowerBorrowers. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section 10.3 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, the Security Agent, any Lender or a third party.

Lender Indemnification. (a) Each Without limiting the Obligations of the Borrower hereunder, each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Ratable Agent, ratably in accordance with its aggregate Proportionate Share of all Obligations and Commitments, for any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counsel) that any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against, against the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document Agreement or any action taken documents contemplated by or omitted by referred to herein or therein or the Administrative Agent under this Agreementtransactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided, the Notes or any other Loan Document; provided however, that no Lender shall be liable for any of the payment foregoing to the extent determined by a final, non-appealable judgment of any portion a court of such claims, damages, losses, liabilities and expenses which competent jurisdiction to have resulted arisen from the Administrative Agent’s gross negligence or willful misconduct. Without limitation The Administrative Agent shall be fully justified in refusing to take or in continuing to take any action hereunder unless it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The obligations of each Lender under this Section 7.04 shall survive the payment and performance of the foregoingObligations, each the termination of this Agreement and any Lender agrees ceasing to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses be a party to this Agreement (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to events which occurred prior to the extent that the Administrative Agent is not reimbursed for time such expenses by the BorrowerLender ceased to be a Lender hereunder). In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party7.05.

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Ratable Share Percentage of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s 50 gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’’s Ratable Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket and documented expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) Each Without limiting the Obligations of the Borrower hereunder, each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Ratable Agent, ratably in accordance with its aggregate Proportionate Share of all Obligations and Commitments, for any and all claimsliabilities, obligations, losses, damages, lossespenalties, liabilities and actions, judgments, suits, costs, expenses (including, without limitation, reasonable fees and or disbursements of counsel) that any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted or awarded against, against the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document Agreement or any action taken documents contemplated by or omitted by referred to herein or therein or the Administrative Agent under this Agreementtransactions contemplated hereby or thereby or the enforcement of any of the terms hereof or thereof; provided, the Notes or any other Loan Document; provided however, that no Lender shall be liable for any of the payment foregoing to the extent determined by a final, non-appealable judgment of any portion a court of such claims, damages, losses, liabilities and expenses which competent jurisdiction to have resulted arisen from the Administrative Agent’s gross negligence or willful misconduct. Without limitation The Administrative Agent shall be fully justified in refusing to take or in continuing to take any action hereunder unless it shall first be indemnified to its satisfaction -127- by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The obligations of each Lender under this Section 7.04 shall survive the payment and performance of the foregoingObligations, each the termination of this Agreement and any Lender agrees ceasing to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses be a party to this Agreement (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to events which occurred prior to the extent that the Administrative Agent is not reimbursed for time such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise Lender ceased to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any be a Lender or a third partyhereunder).

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Ratable Share Percentage of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent (to the extent not reimbursed by the Borrower) from and against such Lender’s Ratable Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, any Lender or a third party.

Lender Indemnification. (a) Each Lender hereby severally indemnifies (which indemnity shall survive any termination of this Agreement) the Administrative Agent and the Security Agent (in each case, to the extent not reimbursed by the BorrowerBorrowers) from and against such LenderXxxxxx’s Ratable Share of any and all claims, damages, losses, liabilities and expenses (including, without limitation, including reasonable fees and disbursements of counsel) that be incurred by or asserted or awarded against, the Administrative Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document or any action taken or omitted by the Administrative Agent or the Security Agent, as applicable, under this Agreement, the Notes or any other Loan Document; provided that no Lender shall be liable for the payment of any portion of such claims, damages, losses, liabilities and expenses which have resulted from the Administrative Agent’s or the Security Agent’s, as applicable, gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent and the Security Agent, as applicable, promptly upon demand for its ratable share of any out-of-pocket expenses (including reasonable counsel fees) incurred by the Administrative Agent and/or the Security Agent, as applicable, in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Administrative Agent or the Security Agent, as applicable, is not reimbursed for such expenses by the BorrowerBorrowers. In the case of any investigation, litigation or proceeding giving rise to any such indemnified costs, this Section 10.3 applies whether any such investigation, litigation or proceeding is brought by the Administrative Agent, the Security Agent, any Lender or a third party.. 125