Common use of Reimbursement of Expenses; Indemnification Clause in Contracts

Reimbursement of Expenses; Indemnification. Whether or not the transactions contemplated in this Agreement are consummated: (a) Borrower shall, upon demand, pay all Expenses of Agent; (b) Borrower shall, upon demand, pay to the Agent and any and all Lenders all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by such Person in (i) enforcing its rights under or in respect of this Agreement, the other Credit Documents or any other agreement, instrument or document now or hereafter executed and delivered in connection herewith or therewith, (ii) in collecting the Loans or any other Obligations, and (iii) in obtaining any legal, accounting or other advice in connection with any of the foregoing; and (c) Borrower shall indemnify and does hereby agree to defend and hold harmless Agent and each of the Lenders and their respective shareholders, directors, officers, employees, agents, advisors, counsel and Affiliates (each, an "Indemnified Person" and, collectively, the "Indemnified Persons") from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from the negligence or willful misconduct of the Indemnified Person seeking indemnification) arising out of or by reason of (x) any litigation, investigations, claims or proceedings which arise out of or are in any way related to (i) this Agreement or any other Credit Document or the transactions contemplated hereby or thereby, (ii) any actual or proposed use by Borrower of the proceeds of the Loans or (iii) Agent's or the Lenders' entering into this Agreement, the other Credit Documents or any other agreements, instruments and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing, (y) any remedial or other action taken by Borrower or any of the Lenders in connection with compliance by Borrower or any of its Subsidiaries, or any of their respective properties, with any foreign, federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines, and (z) any violation of, noncompliance with or liability under any Environmental Law applicable to the operations and/or conduct of any Credit Party or its properties, whether owned or leased (each, a "Property"); provided, however, that Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. (d) Notwithstanding anything to the contrary contained in paragraph (c) of this Section 10.10, in all such litigations, investigations, claims, proceedings or actions, or the preparation therefore, the Indemnified Persons shall be entitled to select their own counsel.

Reimbursement of Expenses; Indemnification. Whether or not the transactions contemplated in this Agreement are consummated: (a) Borrower shallParticipant will reimburse Seller on demand for (i) the Assumed Obligations (including without limitation, upon demandreasonable and documented legal fees and expenses) incurred by Seller in connection with the protection or enforcement of its rights under or in connection with the Loan Agreement or related Credit Documentation for such Loan, pay all Expenses of Agent; and (bii) Borrower shall, upon demand, pay to the Agent and any and all Lenders all reasonable costs and expenses (including the without limitation, reasonable and documented legal fees and disbursements of counsel and other professionalsexpenses) paid or incurred by such Person Seller in connection with enforcement by Seller (iwhether through negotiations, legal proceedings or otherwise) enforcing its rights under or in respect of this Agreement; provided such costs or expenses did not result from Seller’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final non-appealable judgment or order. In no event shall Seller be liable for any special, the other Credit Documents indirect, consequential or punitive damages (including any other agreementloss of profits, instrument business or document now or hereafter executed and delivered anticipated savings) in connection herewith and Participant hereby waives, releases and agrees not to sue upon any such claim for any special, indirect, consequential or therewithpunitive damages whether or not accrued and whether or not known or suspected to exist in its favor. (b) Seller shall indemnify, (ii) in collecting the Loans or any other Obligationsdefend, and (iii) in obtaining any legal, accounting or other advice in connection with any of the foregoing; and (c) Borrower shall indemnify hold Participant and does hereby agree to defend and hold harmless Agent and each of the Lenders and their respective shareholdersits officers, directors, officers, employees, agents, advisorspartners, counsel members, controlling Persons and Affiliates employees (each, an "Indemnified Person" and, collectively, the "Indemnified Persons"“Participant Indemnitees”) harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable and documented attorneys’ fees and out-of-pocket expenses) (all of the foregoing being collectively referred to as “Participant Indemnified Amounts”) awarded against or actually incurred by such Participant Indemnitees as a result of, or arising out of a breach of any of Seller’s representations, warranties, covenants or agreements in this Agreement; provided that Participant Indemnified Amounts shall not be available to any Participant Indemnitee to the extent that such damages, losses, claims, damages, liabilities, deficiencies, judgments or liabilities and related costs and expenses incurred are determined by any a court of them (except to the extent that it is finally judicially determined competent jurisdiction by a final and nonappealable judgment to have resulted from the negligence gross negligence, fraud, bad faith or willful misconduct on the part of such Participant Indemnitee. (c) Participant shall indemnify, defend, and hold Seller and its officers, directors, agents, partners, members, controlling Persons, and employees (collectively, “Seller Indemnitees”) harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including reasonable and documented attorneys’ fees and out-of-pocket expenses) (all of the foregoing being collectively referred to as “Seller Indemnified Person seeking indemnification) Amounts”), awarded against or actually incurred by such Seller Indemnitees as a result of or arising out of or by reason of (x) any litigation, investigations, claims or proceedings which arise out of or are in any way related to (i) a breach of any of Participant’s representations, warranties, covenants or agreements in this Agreement or any other Credit Document or the transactions contemplated hereby or thereby, (ii) Seller’s acting or refraining to act pursuant to any actual or proposed use by Borrower direction of the proceeds of the Loans or (iii) Agent's or the Lenders' entering into Participant pursuant to this Agreement, the other Credit Documents or any other agreements, instruments and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing, (y) any remedial or other action taken by Borrower or any of the Lenders in connection with compliance by Borrower or any of its Subsidiaries, or any of their respective properties, with any foreign, federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines, and (z) any violation of, noncompliance with or liability under any Environmental Law applicable to the operations and/or conduct of any Credit Party or its properties, whether owned or leased (each, a "Property"); provided, however, that Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. (d) Notwithstanding anything to the contrary contained in paragraph (c) of this Section 10.10, in all such litigations, investigations, claims, proceedings or actions, or the preparation therefore, the Indemnified Persons shall be entitled to select their own counsel.provided that:

Reimbursement of Expenses; Indemnification. Whether or not the transactions contemplated in this Agreement are consummated: (a) Borrower shall, upon demand, pay all Expenses of each Agent; (b) Borrower shall, upon demand, pay to each Agent, the Agent Issuing Bank and any and all Lenders all reasonable costs and expenses (including the reasonable fees and disbursements of counsel and other professionals) paid or incurred by such Person in (i) enforcing its rights under or in respect of this Agreement, the other Credit Documents or any other agreement, instrument or document now or hereafter executed and delivered in connection herewith or therewith, (ii) in collecting the Loans or any other Obligations, and (iii) in foreclosing or otherwise collecting upon the Collateral or any part thereof and (iv) obtaining any legal, accounting or other advice in connection with any of the foregoing; and (c) Borrower shall indemnify and does hereby agree to defend and hold harmless Agent each Agent, the Issuing Bank and each of the Lenders and their respective shareholders, directors, officers, employees, agents, advisors, counsel and Affiliates (each, an "Indemnified PersonINDEMNIFIED PERSON" and, collectively, the "Indemnified PersonsINDEMNIFIED PERSONS") from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them (except to the extent that it is finally judicially determined to have resulted from the gross negligence or willful misconduct of the Indemnified Person seeking indemnification) arising out of or by reason of (x) any litigation, investigations, claims or proceedings which arise out of or are in any way related to (i) this Agreement or any other Credit Document or the transactions contemplated hereby or thereby, (ii) the issuance of any or all of the Letters of Credit, (iii) the failure of the Issuing Bank to honor a drawing under any Letter of Credit, as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, (iv) any actual or proposed use by Borrower of the proceeds of the Loans or (iiiv) Agentany such Person's or the Lenders' entering into this Agreement, the other Credit Documents or any other agreements, instruments and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing, (y) any remedial or other action taken by Borrower or any of the Lenders Indemnified Person in connection with compliance by Borrower or any of its Subsidiaries, or any of their respective properties, with any foreign, federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines, and (z) any violation of, noncompliance with 72 78 or liability under any Environmental Law applicable to the operations and/or conduct of any Credit Party or its properties, whether owned or leased (each, a "PropertyPROPERTY"), it being understood that Borrower shall have an obligation hereunder to the Indemnified Persons with respect to any indemnified liabilities incurred by any Indemnified Persons as a result of any Materials of Environmental Concern that are first manufactured, emitted, generated, treated, released, spilled, stored or disposed of on, at or from any Property or any violation of any Environmental Law, which in either case first occurs on or with respect to such Property (i) after the Property is transferred to any Indemnified Person or their successors or assigns by foreclosure sale, deed in lieu of foreclosure or similar transfer and, following such transfer, (ii) in connection with the sale or re-leasing of such Property by such Indemnified Persons or their successors and assigns to one or more third parties; provided, however, that Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. (d) Notwithstanding anything to the contrary contained in paragraph (c) of this Section 10.10, in all such litigations, investigations, claims, proceedings or actions, or the preparation therefore, the Indemnified Persons shall be entitled to select their own counsel.

Reimbursement of Expenses; Indemnification. Whether or not the transactions contemplated in this Agreement are consummated: (a) Borrower shall, upon demand, pay all Expenses of Agent; (b) Borrower shall, upon demand, pay The Equityholders’ Representative shall receive no compensation for service as such other than pursuant to the Agent terms of the Stockholder Representative Agreement entered into between Shareholder Representative Services LLC, the Company and certain of the Equityholders on or about the date hereof, but shall receive reimbursement from, and be indemnified by, the Sellers in accordance with their pro rata share of the amount to be indemnified (determined, with respect to each Seller based upon the amount of cash received by such Seller pursuant to Section 1.06(b) compared to the total amount of cash received by all Sellers pursuant to Section 1.06(b)), for any and all Lenders all reasonable costs and expenses (including the reasonable fees and disbursements claims, demands, suits, actions, causes of counsel and other professionals) paid or incurred by such Person in (i) enforcing its rights under or in respect of this Agreementaction, the other Credit Documents or any other agreement, instrument or document now or hereafter executed and delivered in connection herewith or therewith, (ii) in collecting the Loans or any other Obligations, and (iii) in obtaining any legal, accounting or other advice in connection with any of the foregoing; and (c) Borrower shall indemnify and does hereby agree to defend and hold harmless Agent and each of the Lenders and their respective shareholders, directors, officers, employees, agents, advisors, counsel and Affiliates (each, an "Indemnified Person" and, collectively, the "Indemnified Persons") from and against any and all losses, claims, damages, obligations, costs, expenses, charges and liabilities, deficienciesincluding, judgments or expenses but not limited to, reasonable attorneys’ fees and court costs (collectively, “Representative Losses”) incurred by the Equityholders’ Representative in the performance or discharge of its duties pursuant to this Section 11.16, in each case as such Representative Loss is incurred. If not paid directly to the Equityholders’ Representative by the Equityholders, any such Representative Losses may be recovered by the Equityholders’ Representative from the amounts, if any, in the Indemnity Escrow Account otherwise distributable to the Equityholders pursuant to Section 1.10 and the Escrow Agreement at the time of them (except distribution in accordance with written instructions delivered by Buyer and the Equityholders’ Representative to the Escrow Agent; provided, that while this Section 11.16(e) allows the Equityholders’ Representative to be paid from the Indemnity Escrow Fund to the extent that any funds remain available for such purpose, this does not relieve the Equityholders from their obligation to promptly pay such Representative Losses as such Representative Losses are suffered or incurred, nor does it is finally judicially determined prevent the Equityholders’ Representative from seeking any remedies against the Equityholders available to have resulted from the negligence it at law or willful misconduct of the Indemnified Person seeking indemnification) arising out of or by reason of (x) any litigation, investigations, claims or proceedings which arise out of or are in any way related to (i) this Agreement or any other Credit Document or the transactions contemplated hereby or thereby, (ii) any actual or proposed use by Borrower of the proceeds of the Loans or (iii) Agent's or the Lenders' entering into this Agreement, the other Credit Documents or any other agreements, instruments and documents relating hereto, including, without limitation, amounts paid in settlement, court costs and the reasonable fees and disbursements of counsel incurred in connection with any such litigation, investigation, claim or proceeding or any advice rendered in connection with any of the foregoing, (y) any remedial or other action taken by Borrower or any of the Lenders in connection with compliance by Borrower or any of its Subsidiaries, or any of their respective properties, with any foreign, federal, state or local environmental laws, acts, rules, regulations, orders, directions, ordinances, criteria or guidelines, and (z) any violation of, noncompliance with or liability under any Environmental Law applicable to the operations and/or conduct of any Credit Party or its properties, whether owned or leased (each, a "Property"); provided, however, that Borrower shall have no obligation hereunder to any Indemnified Person with respect to indemnified liabilities arising from the gross negligence or willful misconduct of such Indemnified Personotherwise. (d) Notwithstanding anything to the contrary contained in paragraph (c) of this Section 10.10, in all such litigations, investigations, claims, proceedings or actions, or the preparation therefore, the Indemnified Persons shall be entitled to select their own counsel.