Common use of Reimbursement of Lender Clause in Contracts

Reimbursement of Lender. (a) Pledgor shall indemnify, reimburse, defend and hold harmless Lender and its officers, directors, employees and agents (collectively, the “Indemnified Parties”) for, from and against any and all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, actual third party costs, expenses (including reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the making, holding or enforcement of this Agreement by Lender to the extent resulting, directly or indirectly, from any claim made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any Person other than Lender; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for its own gross negligence or willful misconduct. The provisions of, and undertakings and indemnification set forth in, this Section 14 shall survive the satisfaction and payment in full of the Obligations and termination of this Agreement. Any amounts which may become payable by Pledgor pursuant to the foregoing indemnity shall be added to Pledgor’s obligations hereunder and to the Obligations. (b) Pledgor hereby covenants and agrees to reimburse Lender promptly upon receipt of written notice from Lender for all reasonable costs and expenses payable to third parties incurred by Lender in connection with (A) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Pledgor or this Agreement (except to the extent resulting from Lender’s gross negligence or willful misconduct), and (B) enforcing any obligations of or collecting any payments due from Pledgor under this Agreement. (c) In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement other than to account for moneys actually received by Lender in accordance with the terms hereof and any state of facts determined by a final nonappealable judgment of a court of competent jurisdiction to be caused by Lender’s gross negligence or willful misconduct in connection therewith.

Reimbursement of Lender. (a) Pledgor shall indemnify, reimburse, defend hereby agrees to indemnify and hold harmless Lender and its officers, directors, employees and agents (collectively, to the “Indemnified Parties”full extent permitted by law) for, from and against any and all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, actual third party costslosses, expenses judgments and liabilities (including reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costsincluding, without limitation, liabilities for penalties) and disbursements of any kind or whatever nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of or in connection with this Agreement or the making, holding administration or enforcement of this Agreement by any right or remedy granted to Lender hereunder, except and to the limited extent resultingthat any such claims, directly or indirectlydemands, from any claim made (whether or not in connection with any legal actionlosses, suitjudgments, or proceeding) and liabilities are determined by or on behalf a final nonappealable judgment of any Person other than a court of competent jurisdiction to have been caused solely by Lender; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for its own 's gross negligence or willful misconduct. The provisions of, and undertakings and indemnification set forth in, this Section 14 shall survive the satisfaction and payment in full of the Obligations and termination of this Agreement. Any amounts which may become payable by Pledgor pursuant to the foregoing indemnity shall be added to Pledgor’s its obligations hereunder and to the Obligations. (b) Pledgor hereby covenants and agrees to reimburse Lender promptly upon receipt of written notice from Lender for all reasonable costs and expenses payable to third parties incurred by Lender in connection with (A) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Pledgor or this Agreement (except to the extent resulting from Lender’s gross negligence or willful misconduct), and (B) enforcing any obligations of or collecting any payments due from Pledgor under this Agreement. (c) . In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement other than to account for moneys actually received by Lender in accordance with the terms hereof and hereof. (b) If Pledgor shall fail to do any state act or thing which Pledgor has covenanted to do hereunder or if any representation or warranty of facts determined by a final nonappealable judgment of a court of competent jurisdiction Pledgor shall be breached, Lender may (but shall not be obligated to) do the same or cause it to be caused done or remedy any such breach and there shall be added to the obligations hereunder and to the Obligations the reasonable cost or expense incurred by Lender in so doing. (c) Pledgor shall be liable for any and all costs incurred by Lender in taking any action pursuant to this Agreement against Pledgor or to enforce any of Lender’s gross negligence or willful misconduct in connection therewith's rights hereunder against Pledgor and all such costs and expenses, including, without limitation, reasonable attorneys' fees, expenses and disbursements, shall be repayable to Lender upon its demand therefor and shall bear interest from the date advanced to the date of repayment at the Default Rate, which costs and expenses shall be added to the obligations hereunder and to the Obligations.

Reimbursement of Lender. (a) Pledgor shall indemnifyEach of the Grantors shall, reimbursejointly with the other Grantors and severally, defend and hold harmless pay upon demand to Lender and its officers, directors, employees and agents (collectively, the “Indemnified Parties”) for, from and against amount of any and all liabilitiesreasonable expenses, obligationsincluding the reasonable fees, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, actual third party costs, expenses (including reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costs) other charges and disbursements of counsel and of any kind experts or nature whatsoever which agents, that Lender may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the making, holding or enforcement of this Agreement by Lender to the extent resulting, directly or indirectly, from any claim made (whether or not incur in connection with (i) the administration of this Security Agreement relating to such Grantor or any legal actionof its property, suit(ii) the custody or preservation of, or proceeding) the sale of, collection from, or other realization upon, any of the Collateral owned or held by or on behalf of such Grantor, (iii) the exercise, enforcement or protection of any Person other than of Lender; provided, however, that no Indemnified Party shall have 's the right rights hereunder relating to be indemnified hereunder for such Grantor or any of its own gross negligence property or willful misconduct. The provisions of, and undertakings and indemnification set forth in, this Section 14 shall survive (iv) the satisfaction and payment in full failure by such Grantor to perform or observe any of the Obligations and termination of this Agreement. Any amounts which may become payable by Pledgor pursuant to the foregoing indemnity shall be added to Pledgor’s obligations hereunder and to the Obligationsprovisions hereof. (b) Pledgor hereby covenants Without limitation of its indemnification obligations under the other Loan Documents, each of the Grantors shall, jointly with the other Grantors and agrees to reimburse severally, indemnify Lender promptly upon receipt of written notice from Lender for and its directors, officers, employees, advisors, agents, successors and assigns (each an "Indemnitees") against, and hold each Indemnitee harmless from, any and all losses, damages, liabilities and related expenses, including reasonable costs counsel fees, other charges and expenses payable to third parties disbursements, incurred by Lender in connection with (A) enforcing or preserving any rightsIndemnitee arising out of, in response to third party claims any way connected with, or as a result of (i) the prosecuting execution or defending delivery by such Grantor of this Security Agreement or any action other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by such Grantor of its obligations under the Loan Documents and the other transactions contemplated thereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or other litigationnot any Indemnitee is a party thereto, in each case againstprovided that such indemnity shall not, under or affecting Pledgor or this Agreement (except as to any Indemnitee, be available to the extent resulting that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from Lender’s the gross negligence or willful misconduct), and (B) enforcing any obligations misconduct of or collecting any payments due from Pledgor under this Agreementsuch Indemnitee. (c) In no event Any amounts payable as provided hereunder shall Lender be liable to Pledgor for additional Obligations secured hereby and by the other Security Documents. The provisions of this Section shall remain operative and in full force and effect regardless of the termination of this Security Agreement or any matter other Loan Document, the consummation of the transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or thing in connection with unenforceability of any term or provision of this Security Agreement or any other than to account for moneys actually received Loan Document or any investigation made by Lender in accordance with or on behalf of Lender. All amounts due under this Section shall be payable on written demand therefor and shall bear interest at the terms hereof and any state of facts determined by a final nonappealable judgment of a court of competent jurisdiction to be caused by Lender’s gross negligence or willful misconduct in connection therewithDefault Rate.

Reimbursement of Lender. (a) Pledgor shall indemnify, reimburse, defend hereby agrees to indemnify and hold harmless Lender and its officers, directors, employees and agents (collectively, to the “Indemnified Parties”full extent permitted by law) for, from and against any and all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, actual third party costslosses, expenses judgments and liabilities (including reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costsliabilities for penalties) and disbursements of any kind or whatever nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of or in connection with this Agreement or the making, holding administration or enforcement of this Agreement any right or remedy granted to Lender hereunder, except and to the limited extent that any such claims, demands, losses, judgments, and liabilities are determined by a final nonappealable judgment of a court of competent jurisdiction or admitted in writing by Lender to the extent resulting, directly or indirectly, from any claim made (whether or not in connection with any legal action, suit, or proceeding) have been caused solely by or on behalf of any Person other than Lender; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for its own ’s gross negligence or willful misconduct. The provisions of, and undertakings and indemnification set forth in, this Section 14 shall survive the satisfaction and payment in full of the Obligations and termination of this Agreement. Any amounts which may become payable by Pledgor pursuant to the foregoing indemnity shall be added to Pledgor’s its obligations hereunder and to the Obligations. (b) Pledgor hereby covenants and agrees to reimburse Lender promptly upon receipt of written notice from Lender for all reasonable costs and expenses payable to third parties incurred by Lender in connection with (A) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Pledgor or this Agreement (except to the extent resulting from Lender’s gross negligence or willful misconduct), and (B) enforcing any obligations of or collecting any payments due from Pledgor under this Agreement. (c) . In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement other than to account for moneys actually received by Lender in accordance with the terms hereof and to perform its obligations, if any, hereunder. (b) If Pledgor shall fail to do any state act or thing which it has covenanted to do hereunder or if any representation or warranty of facts determined by a final nonappealable judgment of a court of competent jurisdiction Pledgor shall be breached, Lender may (but shall not be obligated to) do the same or cause it to be caused done or remedy any such breach and there shall be added to the obligations hereunder and to the Obligations the reasonable cost or expense incurred by Lender in so doing, together with interest thereon at the Default Rate from and after the date each such cost and expense is incurred by Lender. (c) Pledgor shall be liable for any and all costs incurred by Lender in taking any action pursuant to this Agreement against Pledgor or to enforce any of Lender’s gross negligence rights hereunder against Pledgor and all such costs and expenses, including without limitation, reasonable attorney’s fees, expenses and disbursements, shall be repayable to Lender upon its demand therefor and shall bear interest from the date advanced to the date of repayment at the Default Rate, which costs and expenses shall be added to the obligations hereunder and to the Obligations. (d) All indemnities and agreements contained in this Section 3.18 shall survive the expiration or willful misconduct in connection therewithtermination of this Agreement, subject only to the provisions of Section 3.19 hereof.

Reimbursement of Lender. (a) Pledgor shall indemnify, reimburse, defend hereby agrees to indemnify and hold harmless Lender and its officers, directors, employees and agents (collectively, to the “Indemnified Parties”full extent permitted by law) for, from and against any and all liabilities, obligations, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, actual third party costslosses, expenses judgments and liabilities (including reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costsincluding, without limitation, liabilities for penalties) and disbursements of any kind or whatever nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of or in connection with this Agreement or the making, holding administration or enforcement of this Agreement by any right or remedy granted to Lender hereunder, except and to the limited extent resultingthat any such claims, directly or indirectlydemands, from any claim made (whether or not in connection with any legal actionlosses, suitjudgments, or proceeding) and liabilities are determined by or on behalf a final nonappealable judgment of any Person other than a court of competent jurisdiction to have been caused solely by Lender; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for its own 's gross negligence or willful misconduct. The provisions of, and undertakings and indemnification set forth in, this Section 14 shall survive the satisfaction and payment in full of the Obligations and termination of this Agreement. Any amounts which may become payable by Pledgor pursuant to the foregoing indemnity shall be added to Pledgor’s its obligations hereunder and to the Obligations. (b) Pledgor hereby covenants and agrees to reimburse Lender promptly upon receipt of written notice from Lender for all reasonable costs and expenses payable to third parties incurred by Lender in connection with (A) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Pledgor or this Agreement (except to the extent resulting from Lender’s gross negligence or willful misconduct), and (B) enforcing any obligations of or collecting any payments due from Pledgor under this Agreement. (c) . In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement other than to account for moneys actually received by Lender in accordance with the terms hereof and hereof. (b) If Pledgor shall fail to do any state act or thing which Pledgor has covenanted to do hereunder or if any representation or warranty of facts determined by a final nonappealable judgment of a court of competent jurisdiction Pledgor shall be breached, Lender may (but shall not be obligated to) do the same or cause it to be caused done or remedy any such breach and there shall be added to the obligations hereunder and to the Obligations the reasonable cost or expense incurred by Lender in so doing. (c) Pledgor shall be liable for any and all costs incurred by Lender in taking any action pursuant to this Agreement against Pledgor or to enforce any of Lender’s gross negligence 's rights hereunder against Pledgor and all such costs and expenses, including, without limitation, reasonable attorneys' fees, expenses and disbursements, shall be repayable to Lender upon its demand therefor and shall bear interest from the date advanced to the date of repayment at the Default Rate, which costs and expenses shall be added to the obligations hereunder and to the Obligations. (d) All indemnities and agreements contained in this Section 13 shall survive the expiration or willful misconduct in connection therewithtermination of this Agreement, subject only to the provisions of Section 14 hereof.

Reimbursement of Lender. (a) Pledgor shall indemnify, reimburse, defend and hold harmless The Borrower agrees to pay to the Lender and its officers, directors, employees and agents (collectively, the “Indemnified Parties”) for, from and against amount of any and all liabilitiesreasonable out-of-pocket expenses, obligationsincluding the reasonable fees, losses, damages, penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, actual third party costs, expenses (including reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costs) other charges and disbursements of counsel and of any kind experts or nature whatsoever which agents, that the Lender may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the making, holding or enforcement of this Agreement by Lender to the extent resulting, directly or indirectly, from any claim made (whether or not incur in connection with (i) the administration of this Security Agreement relating to the Borrower or any legal actionof its property, suit(ii) the custody or preservation of, or proceeding) the sale of, collection from, or other realization upon, any of the Collateral owned or held by or on behalf of the Borrower, (iii) the exercise, enforcement or protection of any Person of the rights of the Lender hereunder relating to the Borrower or any of its property, or (iv) the failure by the Borrower to perform or observe any of the provisions hereof. Without limitation of its indemnification obligations under the other than Lender; providedLoan Documents, howeverthe Borrower agrees to indemnify the Lender and the other Indemnitees against, that no Indemnified Party shall have the right to be indemnified hereunder for its own gross negligence and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related out-of-pocket expenses, including reasonable counsel fees, other charges and disbursements, incurred by or willful misconduct. The provisions asserted against any Indemnitee arising out of, and undertakings and indemnification set forth inin any way connected with, this Section 14 shall survive or as a result of (a) the satisfaction and payment in full of execution or delivery by the Obligations and termination Borrower of this Agreement. Any amounts which may become payable Security Agreement or any other Loan Document or any agreement or instrument contemplated hereby or thereby, or the performance by Pledgor pursuant to the foregoing indemnity shall be added to Pledgor’s Borrower of its obligations hereunder under the Loan Documents and to the Obligations. other transactions contemplated thereby or (b) Pledgor hereby covenants and agrees to reimburse Lender promptly upon receipt of written notice from Lender for all reasonable costs and expenses payable to third parties incurred by Lender in connection with (A) enforcing or preserving any rightsclaim, in response to third party claims or the prosecuting or defending of any action litigation, investigation or proceeding relating to any of the foregoing, whether or other litigationnot any Indemnitee is a party thereto, in each case againstprovided that such indemnity shall not, under or affecting Pledgor or this Agreement (except as to any Indemnitee, be available to the extent resulting from Lender’s gross negligence that such losses, claims, damages, liabilities or willful misconduct), and (B) enforcing any obligations of or collecting any payments due from Pledgor under this Agreement. (c) In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement other than to account for moneys actually received by Lender in accordance with the terms hereof and any state of facts related expenses are determined by a final nonappealable judgment of a court of competent jurisdiction by final and nonappealable judgment to be caused by Lender’s have resulted from the gross negligence or willful misconduct of such Indemnitee. Any amounts payable as provided hereunder shall be additional Secured Obligations secured hereby and by the other Security Documents. The provisions of this Section shall remain operative and in connection therewithfull force and effect regardless of the termination of this Security Agreement or any other Loan Document, the consummation of the transactions contemplated hereby or thereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Security Agreement or any other Loan Document or any investigation made by or on behalf of the Lender or any other Secured Party. All amounts due under this Section shall be payable within ten days of written demand therefor and shall bear interest at the rate specified in Section 3.1 of the Credit Agreement.

Reimbursement of Lender. (a) Pledgor Borrower shall indemnify, reimburse, defend and hold harmless Lender and its officers, directors, employees and agents (collectively, the “Indemnified Parties”) for, from and against any and all liabilities, obligations, losses, damages (but not special, punitive or consequential damages), penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, actual third party costs, expenses (including reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the making, holding or enforcement of this Agreement by Lender to the extent resulting, directly or indirectly, from any claim made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any Person other than Lenderthe Indemnified Parties; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for its own gross negligence negligence, bad faith or willful misconduct. The provisions of, and undertakings and indemnification set forth in, this Section 14 shall survive the satisfaction and payment in full of the Obligations and termination of this Agreement. Any amounts which may become payable by Pledgor Borrower pursuant to the foregoing indemnity shall be added to PledgorBorrower’s obligations hereunder and to the Obligations. (b) Pledgor Borrower hereby covenants and agrees to reimburse Lender promptly upon receipt of written notice from Lender for all reasonable costs and expenses payable to third parties incurred by Lender in connection with (A) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Pledgor or this Agreement (except to the extent resulting from Lender’s gross negligence negligence, bad faith or willful misconduct), and (B) enforcing any obligations of or collecting any payments due from Pledgor Borrower under this Agreement. (c) In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement other than to account for moneys actually received by Lender in accordance with the terms hereof and any state of facts determined by a final nonappealable judgment of a court of competent jurisdiction to be caused by Lender’s gross negligence or willful misconduct in connection therewith.

Reimbursement of Lender. (a) Pledgor shall indemnify, reimburse, defend and hold harmless Lender and its officers, directors, employees and agents (collectively, the “Indemnified Parties”) for, from and against any and all actual losses, liabilities, obligations, losses, damages (excluding consequential damages), penalties, assessments, actions, or causes of action, judgments, suits, claims, demands, actual third party costs, expenses (including reasonable attorneys’ fees and legal expenses whether or not suit is brought and settlement costs) and disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Indemnified Parties, in any way relating to or arising out of the making, holding or enforcement of this Agreement by Lender to the extent resulting, directly or indirectly, from any claim made (whether or not in connection with any legal action, suit, or proceeding) by or on behalf of any Person other than Lender; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for its own gross fraud, bad xxxxx xxxxx negligence or willful misconduct. The provisions of, and undertakings and indemnification set forth in, this Section 14 shall survive the satisfaction and payment in full of the Obligations and termination of this Agreement. Any amounts which may become payable by Pledgor pursuant to the foregoing indemnity shall be added to Pledgor’s obligations hereunder and to the Obligations. (b) Pledgor hereby covenants and agrees to reimburse Lender promptly upon receipt of written notice from Lender for all reasonable costs and expenses payable to third parties incurred by Lender in connection with (A) enforcing or preserving any rights, in response to third party claims or the prosecuting or defending of any action or proceeding or other litigation, in each case against, under or affecting Pledgor or this Agreement (except to the extent resulting from Lender’s gross fraud, bad xxxxx xxxxx negligence or willful misconduct), and (B) enforcing any obligations of or collecting any payments due from Pledgor under this Agreement. (c) In no event shall Lender be liable to Pledgor for any matter or thing in connection with this Agreement other than to account for moneys actually received by Lender in accordance with the terms hereof and any state of facts determined by a final nonappealable judgment of a court of competent jurisdiction to be caused by Lender’s bad faith, fraud, gross negligence or willful misconduct in connection therewith.