Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and Borrower shall indemnify each Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any claim, action, loss or cost (including attorneys’ fees and costs) arising from or relating to (i) any defect in the Property or the Improvements, (ii) the performance or default of Borrower, Borrower’s surveyors, architects, engineers or contractors, or any other person, (iii) in connection with the protection and preservation of the Loan collateral (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvements, maintenance, repair, sale and disposition), or (iv) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document, the Environmental Agreement or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 8.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing claims, demands, actions, causes of action or proceedings, or as a result of the preparation of any defense in connection with any of the foregoing claims, demands, actions, causes of action or proceedings, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. Inspection shall not constitute an acknowledgment or representation by Administrative Agent or any Lender that there has been or will be compliance with the Loan Documents, the Environmental Agreement or applicable Laws, governmental requirements or restrictive covenants, or that the construction is free from defective materials or workmanship. Administrative Agent’s failure to inspect shall not constitute a waiver of any rights of Administrative Agent or Lenders under the Loan Documents or the Environmental Agreement or at Law or in equity.
Appears in 1 contract
Samples: Real Estate Term Loan Agreement (Alexander & Baldwin, Inc.)
Borrower’s Indemnity. Neither Administrative Agent nor any Lender shall be liable or responsible for, and Borrower shall indemnify each Agent-Related Person and each Lender and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) any claim, action, loss or cost (including attorneys’ fees and costs) arising from or relating to (i) any defect in the Property or the Improvements, (ii) the performance or default of Borrower, Borrower’s surveyors, architects, engineers or contractors, or any other person, (iii) in connection with the protection and preservation of the Loan collateral (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvements, maintenance, repair, sale and disposition)collateral, or (ivii) the performance of any obligation of Borrower whatsoever; (b) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including reasonable attorneys’ fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document, the Environmental Agreement Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 8.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing claims, demands, actions, causes of action or proceedings, or as a result of the preparation of any defense in connection with any of the foregoing claims, demands, actions, causes of action or proceedings, in all cases, whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn (all of the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. Inspection shall not constitute an acknowledgment or representation by Administrative Agent or any Lender that there has been or will be compliance with the Loan Documents, the Environmental Agreement or applicable Laws, governmental requirements or restrictive covenants, or that the construction is free from defective materials or workmanship. Administrative Agent’s failure to inspect shall not constitute a waiver of any rights of Administrative Agent or Lenders under the Loan Documents or the Environmental Agreement or at Law or in equity.
Appears in 1 contract
Borrower’s Indemnity. Neither Administrative Agent nor any Lender Indemnified Party shall be liable or responsible for, and Borrower shall indemnify each Agent-Related Person and each Lender Indemnified Party and their respective Affiliates, directors, officers, agents, attorneys and employees (collectively, the “"Indemnitees”") from and against: (a) any claimClaims, action, loss or cost (including attorneys’ fees and costs) arising from or relating to (i) any defect in the Property Project or the Improvements, (ii) the performance or default of Borrower, Borrower’s 's surveyors, architects, engineers or engineers, contractors, or any other personPerson engaged by or on behalf of Borrower, (iii) in connection with any failure to construct, complete, protect or insure the Improvements, (iv) the payment of costs of labor, materials, or services supplied for the construction of the Improvements, (v) the protection and preservation of the collateral for the Loan collateral (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvements, maintenance, repair, sale and disposition), or (ivvi) the performance of any obligation of Borrower whatsoever, or (vii) environmental damages; (b) any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, out-of-pocket expenses and disbursements (including reasonable attorneys’ attorney fees and costs) of any kind or nature whatsoever which may at any time be imposed on, incurred by or asserted against any such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document, the Environmental Agreement Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or advance of the Loan; , or the Lakeway Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by PlainsCapital Bank to honor a demand for payment under the Lakeway Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of the Lakeway Letter of CONSTRUCTION LOAN AGREEMENT – Page 63 Credit), or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 8.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ attorney fees and costs) that any Indemnitee Indemnified Party suffers or incurs as a result of the assertion of any of the foregoing claimsclaim, demandsdemand, actionsaction, causes cause of action or proceedingsproceeding, or as a result of the preparation of any defense in connection with any of the foregoing claimsclaim, demandsdemand, actionsaction, causes cause of action or proceedingsproceeding, in all cases, whether or not an Indemnitee Indemnified Party is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn withdrawn, (all of the foregoing, collectively, the “"Indemnified Liabilities”"), INCLUDING IN WHOLE OR PART ANY LOSS ARISING OUT OF AN INDEMNIFIED PARTY'S STRICT LIABILITY, OR COMPARATIVE, CONTRIBUTORY OR SOLE NEGLIGENCE; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable nonappealable judgment to have resulted from the gross negligence or willful misconduct of such IndemniteeIndemnified Party. Upon demand by Administrative Agent, Borrower shall diligently defend any Claim which affects the Project or is made or commenced against Administrative Agent or any Lender, whether alone or together with Borrower or any other Person, all at Borrower's own cost and expense and by counsel to be approved by Administrative Agent in the exercise of its judgment. In the alternative, at any time Administrative Agent may elect to conduct its own defense on behalf of itself or any Lender through counsel selected by Administrative Agent and at the cost and expense of Borrower. Nothing, including any advance or acceptance of any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or Lenders. Inspection shall not constitute an acknowledgment or representation by Administrative Agent or Agent, any Lender or the Construction Consultant that there has been or will be compliance with the Plans, the Loan Documents, the Environmental Agreement or applicable Lawslaws, governmental requirements or Governmental Requirements and restrictive covenants, or that the construction is free from defective materials or workmanship. Inspection, whether or not followed by notice of an Event of Default, shall not constitute a waiver of any Event of Default then existing, or a waiver of Administrative Agent’s 's and Lenders' right thereafter to insist that the Improvements be constructed in accordance with the Plans, the Loan Documents, and all applicable Governmental Requirements. Administrative Agent's failure to inspect shall not constitute a waiver of any rights of Administrative Agent Agent's or Lenders Lenders' rights under the Loan Documents or the Environmental Agreement or at Law law or in equity.
Appears in 1 contract
Samples: Construction Loan Agreement (Stratus Properties Inc)
Borrower’s Indemnity. Neither Administrative Agent nor any Lender Whether or not the transactions contemplated hereby shall be liable or responsible forconsummated, and the Borrower shall pay, indemnify and hold each Agent-Related Person Lender, the Agent and each Lender and of their respective Affiliatesofficers, directors, officersemployees, agentscounsel, attorneys agents and employees attorneys-in-fact (collectivelyeach, the “Indemnitees”an "Indemnified Person") harmless from and against: (a) any claim, action, loss or cost (including attorneys’ fees and costs) arising from or relating to (i) any defect in the Property or the Improvements, (ii) the performance or default of Borrower, Borrower’s surveyors, architects, engineers or contractors, or any other person, (iii) in connection with the protection and preservation of the Loan collateral (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvements, maintenance, repair, sale and disposition), or (iv) the performance of any obligation of Borrower whatsoever; (b) against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, charges, expenses and or disbursements (including reasonable attorneys’ attorney's fees and coststhe allocated charges of internal legal counsel) of any kind or nature whatsoever which may at with respect to any time be imposed oninvestigation, incurred by litigation or asserted against proceeding (including any such Indemnitee in any way relating insolvency proceeding or appellate proceeding) related to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document, the Environmental this Agreement or any other agreement, letter Loan Document or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any proposed use of proceeds of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 8.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing claims, demands, actions, causes of action or proceedings, or as a result of the preparation of any defense in connection with any of the foregoing claims, demands, actions, causes of action or proceedings, in all casesLoans hereunder, whether or not an Indemnitee any Indemnified Person is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn thereto (all of the foregoing, collectively, collectively the “"Indemnified Liabilities”"); provided PROVIDED, that such indemnity the Borrower shall not, as have no obligation hereunder to any Indemnitee, be available Indemnified Person with respect to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee. NothingIndemnified Person; and PROVIDED, FURTHER, without limiting Sections 10.12 or 8.05 hereof, this Section 9.06 shall not be construed to require the Borrower to pay, indemnify, or hold the Indemnified Person harmless for Indemnified Liabilities arising solely in connection with disputes by and among the Agent, the Co-Agents, the Lenders, any assignee of any Lender (including any advance or acceptance purchaser of a participation interest in any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or LendersLoan). Inspection shall not constitute an acknowledgment or representation by Administrative Agent or any Lender that there has been or will be compliance with the Loan Documents, the Environmental Agreement or applicable Laws, governmental requirements or restrictive covenants, or that the construction is free from defective materials or workmanship. Administrative Agent’s failure to inspect shall not constitute a waiver of any rights of Administrative Agent or Lenders All amounts owing under the Loan Documents or the Environmental Agreement or at Law or in equity.this
Appears in 1 contract
Samples: Quarterly Report
Borrower’s Indemnity. Neither Administrative Agent nor any Lender Whether or not the transactions contemplated hereby shall be liable or responsible forconsummated, and the Borrower shall pay, indemnify and hold each Agent-Related Person Lender, the Agent and each Lender and of their respective Affiliatesofficers, directors, officersemployees, agentscounsel, attorneys agents and employees attorneys-in-fact (collectivelyeach, the “Indemnitees”an "Indemnified Person") harmless from and against: (a) any claim, action, loss or cost (including attorneys’ fees and costs) arising from or relating to (i) any defect in the Property or the Improvements, (ii) the performance or default of Borrower, Borrower’s surveyors, architects, engineers or contractors, or any other person, (iii) in connection with the protection and preservation of the Loan collateral (including those with respect to property taxes, insurance premiums, completion of construction, operation, management, improvements, maintenance, repair, sale and disposition), or (iv) the performance of any obligation of Borrower whatsoever; (b) against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, charges, expenses and or disbursements (including reasonable attorneys’ attorney's fees and coststhe allocated charges of internal legal counsel) of any kind or nature whatsoever which may at with respect to any time be imposed oninvestigation, incurred by litigation or asserted against proceeding (including any such Indemnitee in any way relating insolvency proceeding or appellate proceeding) related to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document, the Environmental this Agreement or any other agreement, letter Loan Document or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan; or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any proposed use of proceeds of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto; (c) any and all claims, demands, actions or causes of action arising out of or relating to the use of Information (as defined in Section 8.7) or other materials obtained through internet, Intralinks or other similar information transmission systems in connection with this Agreement; and (d) any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and costs) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing claims, demands, actions, causes of action or proceedings, or as a result of the preparation of any defense in connection with any of the foregoing claims, demands, actions, causes of action or proceedings, in all casesLoans hereunder, whether or not an Indemnitee any Indemnified Person is a party to such claim, demand, action, cause of action or proceeding and whether it is defeated, successful or withdrawn thereto (all of the foregoing, collectively, collectively the “"Indemnified Liabilities”"); provided PROVIDED, that such indemnity the Borrower shall not, as have no obligation hereunder to any Indemnitee, be available Indemnified Person with respect to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnitee. NothingIndemnified Person; and PROVIDED, FURTHER, without limiting Sections 10.12 or 8.05 hereof, this Section 9.06 shall not be construed to require the Borrower to pay, indemnify, or hold the Indemnified Person harmless for Indemnified Liabilities arising solely in connection with disputes by and among the Agent, the Co-Agents, the Lenders, any assignee of any Lender (including any advance or acceptance purchaser of a participation interest in any document or instrument, shall be construed as a representation or warranty, express or implied, to any party by Administrative Agent or LendersLoan). Inspection shall not constitute an acknowledgment or representation by Administrative Agent or any Lender that there has been or will be compliance with the Loan Documents, the Environmental Agreement or applicable Laws, governmental requirements or restrictive covenants, or that the construction is free from defective materials or workmanship. Administrative Agent’s failure to inspect shall not constitute a waiver of any rights of Administrative Agent or Lenders All amounts owing under the Loan Documents or the Environmental Agreement or at Law or in equity.this Section
Appears in 1 contract
Samples: Quarterly Report
