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Indemnity. The Borrowers further agree to defend, protect, indemnify and hold harmless the Administrative Agent, any Co-Syndication Agent, the Documentation Agent, each Arranger, each Lender and each Issuing Bank and each of their respective Affiliates, and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified Matters to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the willful misconduct or gross negligence of such Indemnitee with respect to the Loan Documents. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

Indemnity. The Borrowers further agree to defend, protect, indemnify and hold harmless the Administrative Agent, any Co-Syndication Agent, the Documentation Agent, each Arranger, each Lender and each Issuing Bank and each of their respective Affiliates, and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company,, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified Matters to the extent found in a final non-appealable judgment by a court of competent jurisdiction to have arisen from the willful misconduct or gross negligence of such Indemnitee with respect to the Loan Documents. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.

Indemnity. The Borrowers further agree to defend, protect,Borrower shall indemnify and hold harmless the Administrative Agent, any Co-Syndication Agent, the Documentation Agent, each Arranger, each LenderIssuing Banks, the Arrangers and each Issuing Bank, and each Related Party, successor, partner, representative or assign of their respective Affiliates,any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations, from and againstIndemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, claims, costs,liabilities and reasonable and documented out-of-pocket costs and expenses of any kind or nature whatsoever (including, without limitation,(including the feesreasonable and documented fees, charges and disbursements of outsidea primary firm of counsel for all such Indemnitees (and if reasonably necessary, of a single regulatory counsel and a single local counsel in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest where the Indemnitee affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, of another primary firm of counsel for such Indemniteesaffected Indemnitee (and if reasonably necessary, of a single regulatory counsel and a single local counsel in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto)each appropriate jurisdiction))), imposed on, incurred by or asserted against such Indemniteesany Indemnitee by any third party or by the Borrower or any other Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any manner relating toother Loan Document or arising outany agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement or any ofand the other Loan Documents, # any Loan or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in LettersLetter of Credit hereunder,or the management of such Loans or Letters of Credit, the use or intended use of the proceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the Loans ordocuments presented in connection with such demand do not strictly comply with the terms of such Letters of Credit hereunder,Credit), # any actual or alleged presence or release of Hazardous Materials on or from any property owned, leased or operated by the Borrower or any of the other transactions contemplated by the Loan Documents,its Subsidiaries, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threatEnvironmental Liability related in any way to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its SubsidiariesBorrower or any of their respective predecessors in interest, or, the past, presentits Subsidiaries, or future environmental, health# any actual or safety condition ofprospective action, suit, inquiry, claim, litigation, investigation or proceeding relating to any respective property of the Companyforegoing, whether based on contract, tort or its Subsidiaries,any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or the presence of asbestos-containing materials atBorrower or any respective propertyAffiliate of the Company or its Subsidiaries or the Release or threatened Release ofBorrower); provided that such indemnity shall not, as to any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified MattersIndemnitee, be available, # to the extent found in a final non-appealable judgmentthat such losses, claims, damages, liabilities, costs or reasonable and documented out-of-pocket costs or expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have arisenresulted from the gross negligence, bad faith or willful misconduct or gross negligence of such Indemnitee, # result from a material breach by such Indemnitee of its obligations under this Agreement or any other Loan Document (as determined by a court of competent jurisdiction by final and non-appealable judgment), or # arise from any dispute between and among Indemnitees, to the extent such dispute does not involve an act or omission by the Borrower or its Subsidiaries (as determined by a court of competent jurisdiction by final and non-appealable judgment) other than any proceeding against the Administrative Agent, any Issuing Bank or any Arranger, in each case, acting in such capacity. This [Section 9.03(b)] shall not apply with respect to the Loan Documents. If the undertakingTaxes other than Taxes that represent losses, claims or damages arising from any non-Tax claim. The Borrower will not be required to indemnify, pay and hold harmless set forthindemnify any Indemnitee for any amount paid or payable by such Indemnitee in the preceding sentence may be unenforceable because it is violativesettlement of any lawsuch indemnified losses, claims, damages, liabilities, costs or public policy, each Borrowerreasonable and documented expenses which is entered into by such Indemnitee without Borrower’s written consent (such consent not to be unreasonably withheld, conditioned or delayed) unless there is a final, non-appealable judgment of a court of competent jurisdiction for the plaintiff. In the case of any proceeding to which the indemnity in this paragraph applies, such indemnity and reimbursement obligations shall contribute the maximum portion which itbe effective, whether or not such proceeding is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurredbrought by the Indemnitees.Borrower, any of its equityholders or creditors, an Indemnitee or any other Person, or an Indemnitee is otherwise a party thereto.

Indemnity. The Borrowers further agreeEach Borrower agrees to defend, protect, indemnify and hold harmless the Administrative Agent, any Co-Syndication Agent, the Documentation Agent, each Arranger,Joint Lead Arrangers and each Lender (including any Issuing Lender), their respective affiliates and each Issuing Bankthe respective directors, officers, agents, employees and other representatives of each of their respective Affiliates,the foregoing (each an “Indemnitee”) and hold each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations,Indemnitee harmless from and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, claims, costs,costs and expenses of any kind or nature whatsoever (including,kind, including, without limitation, the reasonable fees and disbursements of outside counsel forcounsel, which may be incurred by such IndemniteesIndemnitee in connection with any investigative, administrative or judicial proceeding, whetherproceeding (whether or not such IndemniteesIndemnitee shall be designated a party thereto), imposed on, incurred by brought or asserted against such Indemnitees in any mannerthreatened relating to or arising out of this Agreement or any of the other Loan Documents, or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in Letters of Credit hereunder, the management of such Loans or LettersLetter of Credit, the useany actual or intendedproposed use of the proceeds of the Loans or Letters of Credit hereunder or the transactions contemplated hereunder, regardless of whether any Indemnitee is a party thereto, and to reimburse each Indemnitee upon demand for any legal or other expenses incurred in connection with investigating or defending any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threat to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from orforegoing in connection with the past, present or future operations of the Company, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified Matterseach case to the extent found in a final non-appealable judgmentof such Borrower’s Appropriate Share; provided that no Indemnitee shall have the right to be indemnified hereunder for such Indemnitee’s own gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment and provided further that each Indemnitee shall be obligated to have arisen fromrefund or return any and all amounts paid by the willful misconduct or gross negligence ofBorrowers pursuant to this [Section 9.03] to such Indemnitee with respectfor any liabilities, losses, claims, damages, costs and expenses to the Loan Documents. Ifextent such Indemnitee is not entitled to payment thereof in accordance with the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.terms hereof.

Indemnity.Indemnification by the Borrower. The Borrowers further agree to defend, protect,Borrower shall indemnify and hold harmless the Administrative Agent, any Co-Syndicationthe Issuing Banks, the Collateral Agent, the Documentation Agent, each Arranger, each LenderJoint Lead Arrangers and each Issuing BankLender, and each Related Party of their respective Affiliates,any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations, from and againstIndemnitee harmless from, any and all losses, claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs,and related expenses of any kind or nature whatsoever (including, without limitation,(with respect to legal fees, limited to the feesreasonable and documented out-of-pocket fees, charges and disbursements of one (1) outside legal counsel for such Indemniteesplus, if necessary, one (1) local counsel per appropriate jurisdiction plus, in connection with any investigative, administrativethe case of an actual or judicial proceeding, whetherperceived conflict of interest or not such Indemnitees shall be designated a party thereto)separate defenses available to indemnified parties that are different from those available to the Borrower or other indemnified parties, one (1) additional counsel per group of affected parties), imposed on, incurred by or asserted against such Indemnitees in any manner relating to orIndemnitee arising out of, in connection with, or as a result of this Agreement# the execution or delivery of any Loan Document or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the other Loan Documents,Transactions or any act, eventother transactions contemplated hereby, # any Loan or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in LettersLetter of Credit hereunder,or the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letterstherefrom (including any refusal by any Issuing Bank to honor a demand for payment under a Letter of Credit hereunder,if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or prospective claim, litigation, investigation or proceeding relating to any of the other transactions contemplated by the Loan Documents,foregoing, whether based on contract, tort or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willfulother theory and regardless of whether any Indemnitee is a party thereto or wanton injury, damage or threat to# any damages arising from the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violationuse by unintended recipients of any Environmental Laws arising frominformation or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with the past, present or future operations of the Company, its Subsidiaries or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiariesthis Agreement or the Releaseother Loan Documents or threatened Release ofthe transactions contemplated hereby or thereby; provided that such indemnity shall not, as to any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified MattersIndemnitee, be available to the extent found in a final non-appealable judgmentthat such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have arisenresulted from # the fraud, willful misconduct or gross negligence of such Indemnitee, # a claim brought against such Indemnitee with respect tofor material breach in bad faith of such Indemnitee’s obligations under this Agreement or the other Loan Documents. IfDocuments, # a claim arising as a result of a dispute between Indemnitees (other than # any dispute involving claims against the undertaking to indemnify, payAdministrative Agent, the applicable Issuing Bank, any Joint Lead Arranger or any Lender, in each case in their respective capacities as such, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative# claims arising out of any lawact or public policy, eachomission by the Borrower or its Affiliates), or # result from the settlement of any such claim, damage, loss, liability, cost or expense described above unless the Borrower has consented to such settlement (which consent shall contributenot be unreasonably withheld or delayed (provided that nothing in this [clause (D)] shall restrict the maximum portionright of any person to settle any claim for which it is permitted to pay and satisfy under applicable law, to the payment and satisfactionhas waived its right of all Indemnified Matters incurredindemnity by the Indemnitees.Borrower)).

Indemnity.Indemnification by the Borrowers. The Borrowers further agree to defend, protect,shall indemnify and hold harmless the Administrative Agent,Agents (and any Co-sub-agent thereof), the Syndication Agent, the Documentation Agent,Arrangers, each Arranger,Lender, each LenderL/C Issuer and each Issuing BankRelated Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective Affiliates,obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively,its Related Parties only, the “Indemnitees”), based upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any manner relating to or arising outadministration of this Agreement or any ofand the other Loan Documents, # any Loan or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in LettersLetter of Credit hereunder, the management of such Loans or Letters of Credit, the use or intendedproposed use of the proceeds of the Loans or Letterstherefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit hereunder,if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any of the other transactions contemplated by the Loan Documents,its Restricted Subsidiaries, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willfulother Environmental Claim or wanton injury, damageEnvironmental Liability related in any way to any Borrower or threat to the environment, natural resourcesany Restricted Subsidiary, or public health# any actual or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibilityprospective claim, litigation, investigation or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or futureproceeding relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its Subsidiariesforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any of their respective predecessors in interest, or, the past, presentsuch Loan Party’s directors, shareholders or future environmental, health or safety conditioncreditors, and regardless of whether any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials atIndemnitee is a party thereto; provided that such indemnity shall not, as to any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified MattersIndemnitee, be available to the extent found in a final non-appealable judgmentthat such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealable judgment to have arisenresulted from the gross negligence or willful misconduct or gross negligence of such Indemnitee with respect to theor # result from a claim brought by any Loan Documents. If the undertaking to indemnify, payParty against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and hold harmless set forthnon-appealable judgment in the preceding sentence may be unenforceable because it is violativeits favor on such claim as determined by a court of any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.competent jurisdiction.

Indemnity.Indemnification by Borrowers. The Borrowers further agree to defend, protect,Borrowers, jointly and severally, shall indemnify the Administrative Agent (and any sub-agent thereof), each Credit Party, and each Related Party of any of the foregoing Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including Attorney Costs), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Borrower arising out of, in connection with, or as a result of # the Administrative Agent,execution or delivery of this Agreement, any Co-Syndication Agent,other Loan Document or any agreement or instrument contemplated hereby or thereby, the Documentation Agent, each Arranger, each Lender and each Issuing Bank and eachperformance by the parties hereto of their respective Affiliates, and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively,obligations hereunder or thereunder or the “Indemnitees”), based upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any manner relating to or arising out of this Agreement or anyconsummation of the othertransactions contemplated hereby or thereby, # any Loan Documents, or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in LettersLetter of Credit hereunder, the management of such Loans or Letters of Credit, the use or intendedproposed use of the proceeds oftherefrom (including any refusal by the Loans or LettersL/C Issuer to honor a demand for payment under a Letter of Credit hereunder,if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Release of Hazardous Materials at, on, under or from any property owned or operated by any Borrower or any of the other transactions contemplated by the Loan Documents,its Subsidiaries, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willfulEnvironmental Claim or wanton injury, damageEnvironmental Liability related in any way to any Borrower or threatany of its Subsidiaries, # any actual or prospective claim, litigation, investigation or proceeding relating to any of the environment, natural resourcesforegoing, whether based on contract, tort or public healthany other theory, whether brought by a third party or welfare, costsby any Borrower, and expenses (including, without limitation, attorney, expertregardless of whether any Indemnitee is a party thereto or # any government investigation, audit, hearing or enforcement action resulting from any Borrower's or any of its Affiliate's noncompliance (or purported noncompliance) with any applicable Sanctions, other Anti-Terrorism Laws or Anti-Corruption Laws (it being understood and consulting fees and costs of investigation, feasibility or remedial action studies),agreed that the Indemnitees shall be entitled to indemnification pursuant to this clause (including indemnification for fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violationother expenses) regardless of whether any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its Subsidiariesadverse finding is made against any Borrower or any of their respective predecessors in interest, or, the past, present or future environmental, health or safety condition ofits Affiliates), provided that such indemnity shall not, as to any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified MattersIndemnitee, be available to the extent found in a final non-appealable judgmentthat such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealable judgment to have arisenresulted from the gross negligence or willful misconduct or gross negligence of such Indemnitee with respect toor # result from a claim brought by any Borrower against an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or under any other Loan Document, if such Borrower has obtained a final and non-appealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the Loan Documents. Ifextent that the undertaking to indemnify, pay and hold harmlessindemnity set forth above in the preceding sentence maythis paragraph shall be held to be unenforceable in whole or in part because it is violative of any law or public policy, eachthe Borrower shall contribute the maximum portion whichthat it is permitted to pay and satisfy under applicable law,law to the payment and satisfaction of all Indemnified Mattersindemnified amounts incurred by the Indemnitees.Indemnitees or any of them.

Indemnity.Indemnification by Borrowers. The Borrowers further agree jointly and severally to defend, protect, indemnify and hold harmless the Administrative Agent, any Co-Syndication Agent, the Documentation Agent, each Arranger, each LenderAgent and each Issuing Bank and each of their respective Affiliates,Joint Lead Arranger and each Related Party of such Agents’, Arrangers’, Lenders’, Issuing Banks’any of the foregoing Persons (each an “Indemnitee”) and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations,hold each Indemnitee harmless from and against any and all liabilities, obligations,claims, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including,reasonable and documented out-of-pocket costs and expenses, including, without limitation, the reasonable fees and disbursements of outside counsel forcounsel, which may be incurred by such IndemniteesIndemnitee in connection with any investigative,actual or prospective claim, investigation, or administrative or judicial proceeding, whetherproceeding (whether or not such IndemniteesIndemnitee shall be designated a party thereto), imposed on, incurred by brought or asserted against such Indemnitees in any mannerthreatened relating to or arising out of this Agreementthe Loan Documents or any agreement or instrument contemplated hereby or thereby, the consummation of the other Loan Documents,transactions contemplated hereby or any act, event or transaction related or attendant thereto or tothereby, or, in the makingcase of the Loans, andAdministrative Agent (and any sub-agent thereof) only, the issuanceadministration of and participation in Letters of Credit hereunder, the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letters of Credit hereunder, or any of the other transactions contemplated by the Loan Documents, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willfulactual or wanton injury, damageproposed use of proceeds of Loans hereunder, or threat to the environment, natural resources or public health or welfare, costs and expensesenforcement of rights under this [Section 11.04(b)] (including, without limitation, attorney, expert and consulting fees and costs ofwhether or not such actual or prospective claim, investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, directadministrative or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection withjudicial proceeding is brought by the past, present or future operations of the Company, its SubsidiariesBorrower or any of their respective predecessors in interest, or, the past, presentits directors, security holders or future environmental, health or safety condition of any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials at any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation tocreditors, an Indemnitee or any other Person); provided that no Indemnitee shall have the right to be indemnified hereunder with respect to Indemnified Matters to the extent found in a final non-appealable judgmentfor # such Indemnitee’s own bad faith, gross negligence or willful misconduct as determined by a court of competent jurisdiction to have arisen from the willful misconduct or gross negligence ofin a final nonappealable judgment, # any material breach by such Indemnitee of its obligations under the Loan Documents, as determined by a court of competent jurisdiction in a final nonappealable judgment, # any claim by any Indemnitee against another Indemnitee that does not involve an act or omission of Parent or any of its Subsidiaries, except to the extent that such claim is against such Person in its capacity as Administrative Agent, Joint Lead Arranger or similar role in connection with this Agreement, in each case, as determined by a court of competent jurisdiction in a final nonappealable judgment. At its own expense, each Borrower shall have the right to participate in (but not control) the defense of any action with respect to which it may have an indemnity obligation hereunder. Notwithstanding the Loan Documents. If the undertakingforegoing, this [Section 11.04] shall not apply to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violativeany taxes, duties, levies, imposts, deductions, charges or withholdings of any law or public policy, each Borrowergovernmental authority, which shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurredbe governed by the Indemnitees.Sections

Indemnity. The Borrowers further agreeagree, jointly and severally, to defend, protect, indemnify and hold harmlesseach Arranger, the Administrative Agent, any Co-Syndication Agent, the Documentation Agent, each Arranger, each Lender and each Issuing Bank and each of their respective Affiliates,Lender, and each Related Party of any of the foregoing Persons (each such Agents’, Arrangers’, Lenders’, Issuing Banks’Person being called an “Indemnitee”) against, and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively, the “Indemnitees”), based upon its obligations, from and againsthold each Indemnitee harmless from, any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation,liabilities and related expenses, including the feesreasonable fees, charges and disbursements of outsideany counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on,Indemnitee, incurred by or asserted against such Indemnitees in any manner relating to orIndemnitee arising out of, in connection with or as a result of this Agreement# the execution or delivery of any Loan Document or any other agreement or instrument contemplated hereby or thereby, the performance by the parties to the Loan Documents of their respective obligations thereunder or the other Loan Documents,Transactions or any act, eventother transactions contemplated hereby, # any Loan or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in LettersLetter of Credit hereunder,or the management of such Loans or Letters of Credit, the use or intended use of the proceeds of the Loans or Letterstherefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit hereunder,if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Company or any of the other transactions contemplated by the Loan Documents,its Subsidiaries, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or wanton injury, damage or threatEnvironmental Liability related in any way to the environment, natural resources or public health or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its SubsidiariesCompany or any of their respective predecessors in interest, or, the past, presentits Subsidiaries, or future environmental, health# any actual or safety condition ofprospective claim, litigation, investigation or proceeding relating to any respective property of the Companyforegoing (each a “Proceeding”), regardless of whether any Indemnitee is a party to a Proceeding, whether a Proceeding is brought by a third party or by a Borrower or any of its Subsidiaries, the presence of asbestos-containing materials atAffiliates or whether a Proceeding is based on contract, tort or any respective property of the Company or its Subsidiaries or the Release or threatened Release ofother theory; provided that such indemnity shall not, as to any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified MattersIndemnitee, be available to the extent found in a final non-appealable judgmentthat such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have arisenresulted from the willful misconduct or gross negligence or wilful misconduct of such Indemnitee with respect to the Loan Documents. If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violativeor a Related Party of any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.such Indemnitee.

Indemnity.Indemnification by the Borrowers. The Borrowers further agree to defend, protect,shall indemnify and hold harmless the Administrative Agent,Agents (and any Co-sub-agent thereof), the Syndication Agent, the Documentation Agent,Arrangers, each Arranger,, each LenderL/C Issuer and each Issuing BankRelated Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by any Loan Party arising out of, in connection with, or as a result of # the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective Affiliates,obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and each of such Agents’, Arrangers’, Lenders’, Issuing Banks’ and Affiliates’ respective officers, directors, trustees, investment advisors, employees, attorneys and agents (collectively,its Related Parties only, the “Indemnitees”), based upon its obligations, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or nature whatsoever (including, without limitation, the fees and disbursements of outside counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against such Indemnitees in any manner relating to or arising outadministration of this Agreement or any ofand the other Loan Documents, # any Loan or any act, event or transaction related or attendant thereto or to the making of the Loans, and the issuance of and participation in LettersLetter of Credit hereunder, the management of such Loans or Letters of Credit, the use or intendedproposed use of the proceeds of the Loans or Letterstherefrom (including any refusal by any L/C Issuer to honor a demand for payment under a Letter of Credit hereunder,if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), # any actual or alleged presence or Release of Hazardous Materials on or from any property currently or formerly owned or operated by any Borrower or any of the other transactions contemplated by the Loan Documents,its Restricted Subsidiaries, or any liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willfulother Environmental Claim or wanton injury, damageEnvironmental Liability related in any way to any Borrower or threat to the environment, natural resourcesany Restricted Subsidiary, or public health# any actual or welfare, costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibilityprospective claim, litigation, investigation or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or futureproceeding relating to violation of any Environmental Laws arising from or in connection with the past, present or future operations of the Company, its Subsidiariesforegoing, whether based on contract, tort or any other theory, whether brought by a third party or by any Loan Party or any of their respective predecessors in interest, or, the past, presentsuch Loan Party’s directors, shareholders or future environmental, health or safety conditioncreditors, and regardless of whether any respective property of the Company or its Subsidiaries, the presence of asbestos-containing materials atIndemnitee is a party thereto; provided that such indemnity shall not, as to any respective property of the Company or its Subsidiaries or the Release or threatened Release of any Contaminant into the environment (collectively, the “Indemnified Matters”); provided, however, the Borrowers shall not have any obligation to an Indemnitee hereunder with respect to Indemnified MattersIndemnitee, be available to the extent found in a final non-appealable judgmentthat such losses, claims, damages, liabilities or related expenses # are determined by a court of competent jurisdiction by final and non-appealable judgment to have arisenresulted from the gross negligence or willful misconduct or gross negligence of such Indemnitee with respect to theor # result from a claim brought by any Loan Documents. If the undertaking to indemnify, payParty against an Indemnitee for a material breach of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Loan Party has obtained a final and hold harmless set forthnon-appealable judgment in the preceding sentence may be unenforceable because it is violativeits favor on such claim as determined by a court of any law or public policy, each Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Matters incurred by the Indemnitees.competent jurisdiction.

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