Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents.
Appears in 2 contracts
Samples: Credit Agreement (Bally Total Fitness Holding Corp), Credit Agreement (Bally Total Fitness Holding Corp)
Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees employees, and trustees and advisors of an Approved Fund, from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (Bally Total Fitness Holding Corp)
Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving 91 Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents.
Appears in 1 contract
Samples: Credit Agreement (Bally Total Fitness Holding Corp)