Common use of Lenders’ Indemnification Clause in Contracts

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 or any action taken or omitted by such indemnitees hereunder.

Appears in 7 contracts

Samples: Five Year Revolving Credit Agreement, Five Year Revolving Credit Agreement (United Stationers Inc), Five Year Revolving Credit Agreement (United Stationers Inc)

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Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the BorrowerBorrowers) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or the applicable LC Issuer’s 's failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.21 or any action taken or omitted by such indemnitees hereunder.

Appears in 4 contracts

Samples: Credit Agreement (Acuity Brands Inc), Revolving Credit Agreement (Acuity Brands Inc), Revolving Credit Agreement (Johnson Outdoors Inc)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or the applicable LC Issuer’s 's failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.21 or any action taken or omitted by such indemnitees hereunder.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Applebees International Inc), 5 Year Revolving Credit Agreement (Applebees International Inc), Revolving Credit Agreement (Applebees International Inc)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any costcosts, expense expenses (including reasonable counsel fees and disbursements), claimclaims, demanddemands, actionactions, loss or liability losses and liabilities (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable such LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer thereby after the presentation to it of a request for payment strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.16 or any action taken or omitted by such indemnitees hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Puget Sound Energy Inc), Credit Agreement (Puget Energy Inc /Wa), Credit Agreement (Puget Sound Energy Inc)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata ShareShare (determined at the time such indemnity is sought), indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable LC such Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.19 or any action taken or omitted by such indemnitees hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Shaw Group Inc), Credit Agreement (Shaw Group Inc), Credit Agreement (Shaw Group Inc)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each the relevant LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable such LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.19 or any action taken or omitted by such indemnitees hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Radian Group Inc), Credit Agreement (Mgic Investment Corp), Credit Agreement (Radian Group Inc)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the BorrowerBorrowers) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.21 or any action taken or omitted by such indemnitees hereunder.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Acuity Brands Inc), 5 Year Revolving Credit Agreement (Zep Inc.), 5 Year Revolving Credit Agreement (Acuity Brands Inc)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata ShareApplicable Percentage, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable such LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.22 or any action taken or omitted by such indemnitees hereunder.

Appears in 1 contract

Samples: Five Year Revolving Credit Facility Agreement (Sara Lee Corp)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Sharepro rata share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ the gross negligence or willful misconduct of such LC Issuer or the applicable its related indemnities or such LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.19 or any action taken or omitted by such indemnitees hereunder.

Appears in 1 contract

Samples: Credit Agreement (Aon Corp)

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Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or the applicable LC Issuer’s 's failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 or any action taken or omitted by such indemnitees hereunder.

Appears in 1 contract

Samples: Revolving Credit Agreement (United Stationers Supply Co)

Lenders’ Indemnification. Each Subject to Section 2.19.9, each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer, its affiliates Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including including, without limitation, reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable such LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.19 or any action taken or omitted by such indemnitees hereunder.

Appears in 1 contract

Samples: Credit Agreement (Duquesne Light Holdings Inc)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Pro Rata Share, indemnify each the relevant LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable such LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.12 or any action taken or omitted by such indemnitees hereunder.

Appears in 1 contract

Samples: Credit Agreement (FGL Holdings)

Lenders’ Indemnification. Each Lender shall, ratably in accordance with its Revolving Loan Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or the applicable such LC Issuer’s 's failure to pay under any Facility LC issued by such LC Issuer it after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.19 or any action taken or omitted by such indemnitees hereunder.

Appears in 1 contract

Samples: Credit Agreement (Tesoro Trading Co)

Lenders’ Indemnification. Each Revolving Lender shall, ratably in accordance with its Revolving Loan Pro Rata Share, indemnify each the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or the applicable LC Issuer’s failure to pay under any Facility LC issued by such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 2.19 or any action taken or omitted by such indemnitees hereunder.

Appears in 1 contract

Samples: Credit Agreement (Actuant Corp)

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