Common use of Section Indemnification Clause in Contracts

Section Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the A Notes then held by each of them (or if no A Notes are at the time outstanding or if any A Notes are held by Persons which are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower, provided, that no Lender shall be liable for any portion of such out-of-pocket expenses (including counsel fees) resulting from the Agent's gross negligence or willful misconduct.

Section Indemnification. The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower), ratably according to the respective principal amounts of the A Notes then held by each of them (or if no A Notes are at the time outstanding or if any A Notes are held by Persons which are not Lenders, ratably according to the respective amounts of their Commitments), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Agent in any way relating to or arising out of this Agreement or any action taken or omitted by the Agent under this Agreement, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent's gross negligence or willful misconduct. Without limitation of the foregoing, each Lender agrees to reimburse the Agent promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower, provided, that no Lender shall be liable for any portion of such out-of-pocket expenses (including counsel fees) resulting from the Agent's gross negligence or willful misconduct.. 49

Section Indemnification. The Lenders agree to indemnify each Agent and the Agent Revolving Facility Lenders agree to indemnify each Issuing Bank in its capacity as such (to the extent not reimbursed by Holdings or the BorrowerBorrower and without limiting the obligation of Holdings or the Borrower to do so), ratably according in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the indemnification of each Agent, outstanding Term Loans and unused Commitments hereunder; provided, that the aggregate principal amount of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Revolving Facility Lenders ratably in accordance with their respective principal amounts of the A Notes then held by each of them Revolving Facility Credit Exposure) (or if no A Notes are determined at the time outstanding or if any A Notes are held by Persons which are not Lenders, ratably according to the respective amounts of their Commitmentssuch indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or nature whatsoever which may after the payment of the Loans) be imposed on, incurred by, by or asserted against the such Agent or such Issuing Bank in any way relating to or arising out of the Commitments, this Agreement Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent or Issuing Bank under or in connection with any of the Agent under this Agreementforegoing; provided, provided further, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the such Agent's ’s or Issuing Bank’s gross negligence or willful misconduct. Without limitation The failure of the foregoing, each any Lender agrees to reimburse any Agent or Issuing Bank, as the Agent case may be, promptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred amount required to be paid by the Lenders to such Agent in connection with or Issuing Bank, as the preparationcase may be, executionas provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, deliveryas the case may be, administrationfor its ratable share of such amount, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, to the extent that the Agent is not reimbursed for such expenses by the Borrower, provided, that but no Lender shall be liable responsible for the failure of any portion other Lender to reimburse such Agent or Issuing Bank, as the case may be, for such other Lender’s ratable share of such out-of-pocket expenses (including counsel fees) resulting from amount. The agreements in this Section 8.07 shall survive the Agent's gross negligence or willful misconductpayment of the Loans and all other amounts payable hereunder.