Common use of Reimbursement and Indemnification by Xxxxxxx Clause in Contracts

Reimbursement and Indemnification by Xxxxxxx. (i) To the extent that the Borrower and the Guarantors for any reason fail to pay any amount required under Section 10.4(a) to be paid by them to the Administrative Agent (or any sub-agent thereof) or any of their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any of their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. (ii) Each Lender shall severally indemnify the Administrative Agent for (a) any Non-Excluded Taxes and Other Taxes attributable to such Lender (including Non-Excluded Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under Section 4.3(a)(i)) (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and Other Taxes and without limiting the obligation of the Borrower to do so), and (b) any Taxes other than Non-Excluded Taxes and Other Taxes, in each case, that are levied, imposed or assessed on the Administrative Agent, as well as any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes are correctly or legally asserted by the relevant Governmental Authority. Indemnification for such Taxes actually paid by the Administrative Agent shall be made within 10 days after the date the Administrative Agent makes written demand therefor.

Reimbursement and Indemnification by Xxxxxxx. Each Lender shall indemnify and hold harmless the Agent Indemnitees (i) To to the extent that not indefeasibly and timely indemnified by or on behalf of the Borrower Borrowers and without limiting the Guarantors for any reason fail obligation of the Borrowers to pay any amount required under Section 10.4(a) to be paid by them do so), based on and to the Administrative Agent (or any sub-agent thereof) or any extent of their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, furtherfrom and against any and all losses, claims, damages, liabilities and related expenses (including reasonable and documented or invoiced out-of-pocket fees and expenses of a primary counsel for the Agent Indemnitees, taken as a whole (in addition to, in the event of an actual conflict of interest that arises, one additional counsel (plus one local counsel in each relevant material jurisdiction) for the conflicted Agent Indemnitees, taken as a whole), and excluding any allocated costs of in-house legal counsel and any other third parties and consultants) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any Agent Indemnitee in any way relating to or arising out of or in connection with this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent Indemnitee (but solely to the extent, in each case, that the Borrowers are required to so indemnify and hold harmless the Agent Indemnitees pursuant to (and subject to the limitations of) paragraph (a) and/or (b) of this Section 10.03);; provided that such unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), agent thereof) or against the Collateral Agent (or any sub-agent thereof) in its capacity as such or any Related Party of any of their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives the foregoing acting for the Administrative Agent (or any such sub-agentagent thereof) or the Collateral Agent (or any sub-agent thereof) in connection with such capacity. (ii) Each . Without limiting the foregoing, each Lender shall severally indemnify promptly following written demand therefor, pay or reimburse the Administrative Agent for Agents based on and to the extent of such lender’s pro rata share of all reasonable and documented out-of-pocket costs and expenses incurred in connection with the enforcement (awhether through negotiations, legal proceedings or otherwise) of any Non-Excluded Taxes and Other Taxes attributable to such Lender rights or remedies under this Agreement or the other Loan Documents (including Nonall such out-Excluded Taxes of-pocket costs and Other Taxes imposed or asserted on or attributable to amounts payable expenses incurred during any legal proceeding, including any proceeding under Section 4.3(a)(i)) (but only any Debtor Relief Law, and including all respective fees, charges and disbursements of a primary counsel and local counsel for the Agent Indemnitees, to the extent that the Borrower has Agent Indemnitees are not already indemnified the Administrative Agent timely reimbursed for such Non-Excluded Taxes and Other Taxes and without limiting the obligation expenses by or on behalf of the Borrower Borrowers (but solely to do so), and (b) any Taxes other than Non-Excluded Taxes and Other Taxesthe extent, in each case, that the Borrowers are levied, imposed or assessed on required to so indemnify and hold harmless the Administrative Agent, as well as any reasonable expenses arising therefrom or with respect thereto, whether or not Agent Indemnitees pursuant to (and subject to the limitations of) paragraph (a) and/or (b) of this Section 10.03); provided that such Taxes are correctly or legally asserted by the relevant Governmental Authority. Indemnification for such Taxes actually paid unreimbursed expense was incurred by the Administrative Agent (or any sub-agent thereof) or the Collateral Agent (or any sub-agent thereof) in its capacity as such or any Related Party of any of the foregoing acting for the Administrative Agent (or any sub-agent thereof) or the Collateral Agent (or any sub-agent thereof) in connection with such capacity. For purposes hereof, a Lender’s “pro rata share” shall be made within 10 days determined based upon its share of the outstanding Loans and unused Commitments at such time (or if such indemnity payment is sought after the date on which the Administrative Agent makes written demand thereforLoans have been paid in full and the Commitments are terminated, in accordance with such Xxxxxx’s pro rata share immediately prior to the date on which the Loans are paid in full and the Commitments are terminated). The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.14).

Reimbursement and Indemnification by Xxxxxxx. (i) To the extent that the Borrower and the Guarantors for any reason fail to pay any amount required under Section 10.4(a) to be paid by them to the Administrative Agent (or any sub-agent thereof) or any of their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives of such Person, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any of their respective partners, directors, officers, employees, agents, trustees, administrators, managers, advisors and representatives acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. (ii) Each Lender shall severally indemnify the Administrative Agent for (a) any Non-Excluded Taxes and Other Taxes attributable to such Lender (including Non-Excluded Taxes and Other Taxes imposed or asserted on or attributable to amounts payable under Section 4.3(a)(i)) (but only to the extent that Parent or the Borrower has not already indemnified the Administrative Agent for such Non-Excluded Taxes and Other Taxes and without limiting the obligation of Parent and the Borrower to do so), and (b) any Taxes other than Non-Excluded Taxes and Other Taxes, in each case, that are levied, imposed or assessed on the Administrative Agent, as well as any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes are correctly or legally asserted by the relevant Governmental Authority. Indemnification for such Taxes actually paid by the Administrative Agent shall be made within 10 days after the date the Administrative Agent makes written demand therefor.