Agent’s Reimbursement and Indemnification. The agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by for which the Agent is entitled to reimbursement by under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the , in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8], be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the under this [Section 10.8] shall survive payment of the Obligations and termination of this Agreement.
agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the , in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including(including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including(including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8],paragraph, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the under this [Section 10.8]paragraph shall survive payment of the Obligations and termination of this Agreement.
agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the , in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including(including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including(including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8],paragraph, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the under this [Section 10.8]paragraph shall survive payment of the Obligations and termination of this Agreement.
The B" data-ad-field-type="a" data-ad-field-json='{"name":"Organization B","type":"a","canGuess":{"name":false,"type":false}}'> agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments or percentage of the Loan (or, if the Commitments have been terminated,terminated other than pursuant to [clause (b)] of the “Commitment Termination Date” definition”, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the B" data-ad-field-type="a" data-ad-field-json='{"name":"Organization B","type":"a","canGuess":{"name":false,"type":false}}'>, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including(including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the B" data-ad-field-type="a" data-ad-field-json='{"name":"Organization B","type":"a","canGuess":{"name":false,"type":false}}'>) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including(including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the B" data-ad-field-type="a" data-ad-field-json='{"name":"Organization B","type":"a","canGuess":{"name":false,"type":false}}'>), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8],paragraph, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the B" data-ad-field-type="a" data-ad-field-json='{"name":"Organization B","type":"a","canGuess":{"name":false,"type":false}}'> under this [Section 10.8]paragraph shall survive payment of the Obligations and termination of this Agreement.
The _Organization B: agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrowers for which the Agent is entitled to reimbursement by the Borrowers under the Loan Documents, # for any other expenses incurred by the Agent on behalf of the _Organization B:, in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including(including, without limitation, for any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the _Organization B:) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including(including, without limitation, for any such amounts incurred by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the _Organization B:), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8],paragraph, be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the _Organization B: under this [Section 10.8]paragraph shall survive payment of the Obligations and termination of this Agreement.
Administrative Agents Reimbursement and Indemnification. The agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by the Borrower for which the Administrative Agent is entitled to reimbursement by the Borrower under the Loan Documents, # for any other expenses incurred by the Administrative Agent on behalf of the , in connection with the preparation, execution, delivery, administration and enforcement of the Loan Documents (including for any expenses incurred by the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the ) and # for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be imposed on, incurred by or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documents or any other document delivered in connection therewith or the transactions contemplated thereby (including for any such amounts incurred by or asserted against the Administrative Agent in connection with any dispute between the Administrative Agent and any Lender or between two or more of the ), or the enforcement of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Administrative Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8], be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the under this [Section 10.8] shall survive payment of the Obligations and termination of this Agreement.
Section # Indemnification. The Lenders severally agree to reimburse and indemnify the Administrative Agent ratably in proportion to their respective Commitments (or, if(to the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amountsextent not reimbursed by the organization" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'> for whichOrganization_), ratably according to the Agent is entitled to reimbursement by under the Loan Documents, # for any other expenses incurred by the Agent on behalfrespective principal amounts of the , in connection withLoans then owed to them (or if no Loans are at the preparation, execution, delivery, administrationtime outstanding, ratably according to the respective amounts of their Commitments), from and enforcement of the Loan Documents (including foragainst any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ) and # for anyall liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind andor nature whatsoever which may be imposed on, incurred byby, or asserted against the Administrative Agent in any way relating to or arising out of the Loan Documentsthis Agreement or any document delivered in connection therewithaction taken or omitted by the transactions contemplated thereby (including for any such amounts incurred by or asserted against theAdministrative Agent in connection with any dispute between the Agent and any Lender or between two or more of the ), or the enforcement of any of the terms of the Loan Documents or of any such other documents,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 foregoing to the extent any of the foregoing is found in a final non-appealable judgmentAdministrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and nonappealable judgment. Without limiting the foregoing, each agrees to have resulted fromreimburse the gross negligence or willful misconductAdministrative Agent promptly upon demand for its ratable share of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8], be paidout-of-pocket expenses (including reasonable counsel fees) incurred by the relevant LenderAdministrative Agent in accordanceconnection with the provisions thereof. The obligationspreparation, 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 Administrative Agent is not reimbursed for such expenses by the B" data-ad-field-type="organization" data-ad-field-json='{"name":"Organization B","type":"organization","canGuess":{"name":false,"type":false}}'> under this [Section 10.8] shall survive payment of the Obligations and termination of this Agreement.A:Organization_.
# agreeagrees to reimburse and indemnify the Agent ratably in proportion toAgent, each Lender, their respective Commitments (or, if the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amounts not reimbursed by for which the Agent is entitled to reimbursement by under the Loan Documents, # for any other expenses incurred by the Agent on behalfAffiliates and each of the , in connection with the preparation, execution, delivery, administrationdirectors, officers and enforcementemployees of the Loan Documents (including for any expenses incurred byforegoing Persons (collectively, the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ) and # for any liabilities, obligations,“Indemnified Parties”) against all actions, suits, losses, claims, damages, penalties, actions, judgments, suits, costs,liabilities and reasonable expenses (including all reasonable expenses of litigation or disbursementspreparation therefor whether or not any Indemnified Party is a party thereto) which any of any kind and nature whatsoever whichthem may be imposed on, incurred bypay or asserted against the Agent in any way relating to orincur arising out of or relating to this Agreement, the other Loan Documents or any document delivered in connection therewith orDocuments, the transactions contemplated thereby (including for any such amounts incurred byhereby or asserted against the Agent in connection with any dispute between the Agent and any Lenderdirect or between twoindirect application or moreproposed application of the ), or the enforcementproceeds of any of the terms of the Loan Documents or of any such other documents, provided that # no Lender shall be liable for any of the foregoingLoans hereunder, except to the extent any of the foregoing is foundthat they are determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Agent and # any indemnification required pursuant to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8], be paid by the relevant Lender in accordance with the provisions thereof.Indemnified Party seeking indemnification. The obligations of the B" data-ad-field-type="a" data-ad-field-json='{"name":"Organization B","type":"a","canGuess":{"name":false,"type":false}}'> under this [Section 10.8]9.6] shall survive payment of the Obligations and termination of this Agreement.
SECTION # Indemnification. The B" data-ad-field-type="c" data-ad-field-json='{"name":"Organization B","type":"c","canGuess":{"name":false,"type":false}}'> agree to reimburse and indemnify the Agent ratably in proportion to their respective Commitments (or, if (to the Commitments have been terminated, in proportion to their Commitments immediately prior to such termination) # for any amountsextent not reimbursed by the organization" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'> for whichOrganization_), ratably according to the Agent is entitled to reimbursement by under the Loan Documents, # for any other expenses incurred by the Agent on behalfrespective principal amounts of the Advances then owed to each of such B" data-ad-field-type="c" data-ad-field-json='{"name":"Organization B","type":"c","canGuess":{"name":false,"type":false}}'> (or if no Advances are at the time outstanding or if any Notes are held by Persons that are not , in connection withratably according to the preparation, execution, delivery, administrationrespective amounts of their Commitments), from and enforcement of the Loan Documents (including foragainst any expenses incurred by the Agent in connection with any dispute between the Agent and any Lender or between two or more of the ) and # for anyall liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind andor nature whatsoever whichthat may be imposed on, incurred byby, or asserted against the Agent (in its capacity as such) in any way relating to or arising out of the Loan Documentsthis Agreement or any document delivered in connection therewithaction taken or the transactions contemplated thereby (including for any such amounts incurredomitted by or asserted against the Agent in connection with any dispute between the Agent and any Lender or between two or more of the organization" data-ad-field-json='{"name":"Organization B","type":"organization","canGuess":{"name":false,"type":false}}'>), or the enforcement of any of the terms of the Loan Documents or of any such other documents,Organization_ under this Agreement, provided that # no Lender shall be liable for any portion of the foregoing to the extent any of the foregoing is found in a final non-appealable judgment by a court of competent jurisdiction to have resultedsuch liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the ’s gross negligence or willful misconductmisconduct. Without limitation of the Agent and # any indemnification required pursuantforegoing, each Lender agrees to [Section 3.5(g)] shall, notwithstanding the provisions of this [Section 10.8], be paid by the relevant Lender in accordance with the provisions thereof. The obligations ofreimburse the underpromptly upon demand for its ratable share of any out-of-pocket expenses (including counsel fees) incurred by the 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 [Section 10.8] shall survive payment ofAgreement, to the Obligations and termination of this Agreement.extent that the is not reimbursed for such expenses by the .
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