Indemnification; Waiver of Consequential Damages. The Company agrees to defend, indemnify, pay and hold harmless the Administrative Agent (in its capacity as such), each Issuing Lender (in its capacity as such), each Lender and each of the Joint Lead Arrangers and their Affiliates and their respective officers, directors, employees and agents (collectively, the “Indemnitees”) from and against any and all losses, obligations, penalties, actions, judgments, claims, damages, liabilities, disbursements and expenses (including reasonable attorneys fees and expenses, which may include the allocated cost of internal counsel, and settlement costs) of any kind or nature whatsoever, whether direct, indirect or consequential, and whether based on any federal, state or foreign laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, which may be imposed on, incurred by or asserted against the Indemnitees in any way related to or arising out of this Agreement or the other Loan Documents, or the transactions contemplated hereby or thereby or the use of proceeds of the Revolving Advances or Letters of Credit (collectively, “Losses”), except any such Losses (i) resulting from the gross negligence or willful misconduct of such Indemnitee or (ii) resulting from a claim brought by the Company against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if the Company has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, provided that nothing in this Section 8.03(c) shall obligate the Company to pay the normal expenses of the Administrative Agent in the administration of this Agreement in the absence of pending or threatened litigation or other proceedings or the claims or threatened claims of others and then only to the extent arising therefrom. To the fullest extent permitted by applicable law, each of the Company and the Dutch Borrower shall not assert, and each hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Revolving Advance or Letter of Credit or the use of the proceeds thereof. No Indemnitee referred to in this Section 8.0...
Indemnification; Waiver of Consequential Damages. (a) The Borrower shall indemnify the Administrative Agent, the Banks and each affiliate thereof and their respective directors, officers, employees and agents (each, an “Indemnified Party”) from, and hold each of them harmless against, any and all losses, liabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, claims (including, without limitation, any civil penalties or fines assessed by OFAC) or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by the Borrower of this Agreement or any other Loan Document or from any investigation, litigation (including, without limitation, any actions taken by the Administrative Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses (i) incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (ii) to the extent arising directly out of or resulting directly from claims of one or more Indemnified Parties against another Indemnified Party.
Indemnification; Waiver of Consequential Damages. With respect to claims brought by third parties against either Engineer or FBCTRA relating to the property or facilities with respect to which this Agreement pertains, Engineer and FBCTRA agree as follows:
Indemnification; Waiver of Consequential Damages. Fun Flight Training, LLC, shall indemnify, defend and save City and its elected or appointed officials, agents, and employees harmless against any and all liabilities, penalties, demands, claims, causes of action, suits, losses, damages, cost and expenses (including reasonable attorneys’ fees) (“Claims”) (whether the same arise out of or in connection with the services, or from any operations under or in connection with this Agreement) to the extent caused by Fun Flight Training, LLC (or any of its employees), any of its subcontractors (or any employee thereof), or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by Fun Flight Training, LLC.
Indemnification; Waiver of Consequential Damages. 26.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBCONTRACTOR HEREBY EXPRE AGREES TO DEFEND (AT SUBCONTRACTOR’S EXPENSE AND WITH COUNSEL ACCEPTABLE TO CONTRACTOR), INDEMNIFY, SAVE AND HOLD HARMLESS THE OWNER, CONTRACTOR, ITS JOINT VENTURE MEMBERS IF CONTRACTOR IS A JOINT VENTURE, AND THEIR PARENTS, SUBSIDIARIES AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AND AUTHORIZED AGENTS OF ALL FOREGOING (COLLECTIVELY THE “INDEMNIFIED PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, DEMANDS, LOSSES, CAUSES OF ACTION, DAMAGES, LIABILITIES, ADMINISTRATI PROCEEDINGS, INTEREST, ATTORNEY’S FEES, COSTS, EXPENSES, AND LOSSES OF ANY AND ALL (COLLECTIVELY THE “ACTIONS”) ARISING FROM OR RELATED TO SUBCONTRACTOR’S PERFORMANCE OF THIS SUBCONTRACT. THIS ALSO INCLUDES ACTIONS FOR DEATH OF OR INJU TO ANY PERSON, INCLUDING EMPLOYEES OF SUBCONTRACTOR OR OF ANY INDEMNIFIED PART PROPERTY DAMAGE, INCLUDING THE LOSS OF USE OF PROPERTY AND INVESTIGATIVE AND OT EXPENSES ARISING OUT OF OR RELATED TO SUBCONTRACTOR’S PERFORMANCE OR NON-PERFORMANCE OF THIS SUBCONTRACT OR OTHER ACTIVITIES OF SUBCONTRACTOR AND AGENTS, EMPLOYEES OR THOSE FOR WHOM SUBCONTRACTOR MAY BE LEGALLY LIABLE UND SUBCONTRACT, REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS CAUSED IN PART BY T NEGLIGENT ACT OR OMISSION, WHETHER ACTIVE OR PASSIVE, OR BREACH OF A STATUTORY D OF OR BY AN INDEMNIFIED PARTY, EXCEPT THAT NOTHING IN THIS AGREEMENT REQUIRES SUBCONTRACTOR TO INDEMNIFY AN INDEMNIFIED PARTY TO THE EXTENT OF THAT INDEMNIF PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT. 26.2 WORKERS'COMPENSATION. IN ANY CLAIM AGAINST AN INDEMNIFIED PARTY BY ANY EMPLOYEE OF SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THE SUBCONTRACTOR, ANYONE FOR WHOSE ACTS SUBCONTRACTOR IS LIABLE, SUBCONTRACTOR’S INDEMNIFICATI OBLIGATION IS NOT LIMITED BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR SUBCONTRACTOR UNDER WORKERS' COMPENSATION STATUTES, DISABILITY BENEFIT STATUTES, OR OTHER EMPLOYEE BENEFIT LEGISLATION.
Indemnification; Waiver of Consequential Damages. YMCA shall indemnify, defend and save City and its elected or appointed officials, agents, and employees harmless against any and all liabilities, penalties, demands, claims, causes of action, suits, losses, damages, cost and expenses (including reasonable attorneys’ fees) (“Claims”) (whether the same arise out of or in connection with the services, or from any operations under or in connection with this Agreement) to the extent caused by YMCA (or any of its employees), any of its subcontractors (or any employee thereof), or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by YMCA.
Indemnification; Waiver of Consequential Damages. Seller shall assume the sole responsibility for any and all actual or alleged damage or injury (including death) to any and all persons (including, but not limited to employees of Seller or Buyer) and to all property arising out of or resulting from (i) any breach of its obligations, representations, or warranties of this Agreement by or any act or omission of Seller, (ii) the use or sale of the Goods, or (iii) the negligence or willful misconduct on the part of Seller or its affiliates, and shall defend, indemnify and save harmless Buyer from and against any and all claims, liabilities, expenses (including reasonable attorneys' fees), fines, penalties, damages and/or economic losses of whatsoever nature arising therefrom except to the extent caused by the sole gross negligence of Buyer. In no event shall Buyer be liable for any indirect, incidental, special or consequential damages in connection with the Agreement.
Indemnification; Waiver of Consequential Damages. YMCA shall indemnify, defend and save City and its elected or appointed officials, agents, and employees harmless against any and all liabilities, penalties, demands, claims, causes of action, suits, losses, damages, cost and expenses (including reasonable attorneys’ fees) (“Claims”) (whether the same arise out of or in connection with the services, or from any operations under or in connection with this Agreement) to the extent caused by YMCA (or any of its employees), any of its subcontractors (or any employee thereof), or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by YMCA. City shall indemnify, defend and save YMCA and its employees harmless against any and all Claims, as defined above, (whether the same arise out of or in connection with the services, or from any operations under or in connection with this Agreement) to the extent caused by City (or any of its employees), any of its subcontractors (or any employee thereof), or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by City. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, NEITHER PARTY, NOR ITS AFFILIATES OR ITS OR THEIR RESPECTIVE EQUITYHOLDERS, ELECTED OR APPOINTED OFFICIALS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUB- CONTRACTORS, OR LICENSORS, WILL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, SPECIAL, INCIDENTAL, SPECULATIVE, INDIRECT, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR THE PARTY SOUGHT TO BE HELD LIABLE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER A CLAIM IS BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), VIOLATION OF ANY APPLICABLE DECEPTIVE TRADE PRACTICES ACT, OR ANY OTHER LEGAL OR EQUITABLE PRINCIPLE OF ANY KIND.
Indemnification; Waiver of Consequential Damages
