Lender Indemnification. The Lenders agree to indemnify each Agent and each of their respective affiliates, officers, directors, employees, consultants, advisors and agents ratably according to the respective principal amount of the Notes then held by the Lenders from and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of this Agreement, the Existing Financing Agreement or any of the other Financing Documents or any action taken or omitted by such Agent under this Agreement, the Existing Financing Agreement or any of the other Financing Documents (to the extent not promptly reimbursed by the Borrower); provided, however, that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent's gross negligence or willful misconduct, as conclusively determined by a final non-appealable order of a court of competent jurisdiction. Without limitation of the foregoing, the Lenders agree to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Sections 11.1 and 11.2, to the extent that such Agent is not promptly reimbursed for such costs and expenses by the Borrower.
Appears in 2 contracts
Samples: Financing Agreement (Impsat Fiber Networks Inc), Financing Agreement (Impsat Fiber Networks Inc)
Lender Indemnification. The Lenders agree to indemnify each Agent and each of their respective affiliates, officers, directors, employees, consultants, advisors and agents ratably according to the respective principal amount of the Notes then held by the Lenders (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 any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of this Agreement, the Existing Financing Agreement or any of the other Financing Documents or any action taken or omitted by such Agent under this Agreement, the Existing Financing Agreement or any of the other Financing Documents (to the extent not promptly reimbursed by the Borrower); provided, however, that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent's gross negligence or willful misconduct, as conclusively determined by a final non-appealable order of a court of competent jurisdiction. Without limitation of the foregoing, the Lenders agree to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Sections 11.1 and 11.2, to the extent that such Agent is not promptly reimbursed for such costs and expenses by the Borrower.
Appears in 2 contracts
Samples: Financing Agreement (Impsat Fiber Networks Inc), Financing Agreement (Impsat Fiber Networks Inc)
Lender Indemnification. The Lenders agree to indemnify each Agent and each of their respective affiliates, officers, directors, employees, consultants, advisors and agents ratably according to the respective principal amount of the Notes then held by the Lenders from and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of this Agreement, the Existing Financing Agreement or any of the other Financing Documents or any action taken or omitted by such Agent under this Agreement, the Existing Financing Agreement or any of the other Financing Documents (to the extent not promptly reimbursed by the Borrower); provided, however, that the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Agent's ’s gross negligence or willful misconduct, as conclusively determined by a final non-appealable order of a court of competent jurisdiction. Without limitation of the foregoing, the Lenders agree to reimburse each Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Sections 11.1 and 11.2, to the extent that such Agent is not promptly reimbursed for such costs and expenses by the Borrower.
Appears in 2 contracts
Samples: Financing Agreement (Nortel Networks LTD), Financing Agreement (Impsat Fiber Networks Inc)