Arrow Electronics 2013 Annual Report Download - page 169

contemplated hereby and thereby, including, without limitation, the fees and disbursements of counsel to the Administrative Agent and each Arranger,
(b) to pay or reimburse each Bank and the Administrative Agent and any Issuing Bank for all its reasonable costs and expenses incurred in connection
with the enforcement or preservation of any rights under this Agreement, the other Credit Documents and any such other documents upon the
occurrence of an Event of Default, including, without limitation, the fees and disbursements of counsel to the Administrative Agent and to the several
Banks and any Issuing Bank (including the allocated fees and expenses of in-house counsel), and (c) to pay, indemnify, and hold each Bank, each
Agent, each Arranger and the Administrative Agent and any Issuing Bank harmless from, any and all recording and filing fees and any and all
liabilities with respect to, or resulting from any delay in paying, stamp, excise and other taxes, if any, which may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or administration of any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Credit Documents and any
such other documents, and (d) to pay, indemnify, and hold each Bank, each Agent, each Arranger and the Administrative Agent and any Issuing Bank
(and their respective directors, officers, employees and agents) (collectively, the “indemnified person”) harmless from and against any and all other
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Credit Documents and any such other
documents, including, without limitation, any of the foregoing relating to the use of proceeds of the Loans or the violation of, noncompliance with or
liability under, any Environmental Law applicable to the operations of the Company, any of its Subsidiaries or any of the Properties (it being
understood that costs and expenses incurred in connection with the enforcement or preservation of rights under this Agreement and the other Credit
Documents shall be paid or reimbursed in accordance with clause (b) above rather than this clause (d)) (all the foregoing in this clause (d),
collectively, the “indemnified liabilities”), provided, that the Company shall have no obligation hereunder to any indemnified person with respect to
indemnified liabilities to the extent such indemnified liabilities are found by final, nonappealable decision of a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of such indemnified person. Without limiting the foregoing, and to the extent permitted by
applicable law, the Company agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to
waive, all rights for contribution or any other rights of recovery with respect to all claims, demands, penalties, fines, liabilities, settlements, damages,
costs and expenses of whatever kind or nature, under or related to Environmental Laws, that any of them might have by statute or otherwise against
any indemnified person. No indemnified person shall be liable for any damages arising from the use by others of information or other materials
obtained through electronic, telecommunications or other information transmission systems, except to the extent any such damages are found by a
final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such
indemnified person. No indemnified person shall be liable for any indirect, special, exemplary, punitive or consequential damages in connection with
this Agreement or the other Credit Documents or the transactions contemplated hereby or thereby. Any payments required to be made by the Company
under this subsection 15.5 shall be made within 30 days of the demand therefor. The agreements in this subsection shall survive repayment of the
Loans and all other amounts payable hereunder.
15.6 Successors and Assigns; Participations and Assignments .
(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any affiliate of the Issuing Bank that issues any Letter of Credit), except that (i) no
Specified Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Bank
(and any attempted assignment or transfer by a Specified Borrower without such consent shall be null and void) and (ii) no Bank may assign
or otherwise transfer its rights or obligations hereunder except in accordance with this subsection.
(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Bank may assign to one or more assignees, other
than a natural person or the Company or any Affiliate or Subsidiary of the Company (each, an “ Assignee”), all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Revolving Commitments and/or Swing Line Commitments, if any, and the
Loans at the time owing to it) with the prior written consent of: