Special Indemnity TO THE FULLEST EXTENT PERMITTED BY LAW AND SUBJECT TO THE STANDARD OF CARE, CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES FROM ALL LOSSES AND CLAIMS OF LOSSES DUE TO CONTRACTOR’S MISCONDUCT, NEGLIGENCE, ERROR, OR OMISSION, MADE BY ANY THIRD PARTY, THAT IN ANY WAY ARISE OR RESULT FROM CONTRACTOR’S PROFESSIONAL SERVICES, INCLUDING CLAIMS OF PROFESSIONAL LIABILITY AND VIOLATION OF APPLICABLE LAWS. THE FOREGOING INDEMNITY SHALL BE THE “CONTRACTOR’S SPECIAL INDEMNIFICATION.”
Additional Indemnity In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.
General Indemnity Without limiting any other provision of this Agreement or of any other Loan Document, Borrowers hereby jointly and severally indemnify each Lender, the Agent and their respective directors, officers, employees, Affiliates and agents (collectively, "Indemnified Persons") against, and agree to hold each such Indemnified Person harmless from, any and all claims, damages and liabilities, including claims brought by any shareholder or former shareholder of any Borrower, and related expenses, including reasonable counsel fees and expenses, incurred by such Indemnified Person arising out of any claim, litigation, investigation or proceeding (whether or not such Indemnified Person is a party thereto) relating to any transactions, services or matters that are the subject or arise in connection with or as a result of this Agreement or the transactions contemplated hereby (including, without limitation, relating to the properties or business of any Borrower, or any default by a Borrower in the performance or observance of any representation, warranty, covenant or condition in this Agreement or any other Loan Document); provided, however, that such indemnity shall not apply to any such losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to have arisen from the gross negligence, willful misconduct or subjective bad faith of such Indemnified Person, and if such Indemnified Person is a director, officer, employee, Affiliate or agent of a Lender or the Agent, then, to the extent of such gross negligence, willful misconduct or subjective bad faith, such indemnity shall not apply to such Lender or the Agent, as applicable. If any litigation or proceeding is brought against any Indemnified Person in respect of which indemnity may be sought against Borrowers pursuant to this Section 2.22, such Indemnified Person shall promptly notify Borrowers in writing of the commencement of such litigation or proceeding, but the omission so to notify Borrowers shall not relieve Borrowers from any other obligation or liability which it may have to any Indemnified Person, except that no Borrower waives any rights for damages incurred by it on account of such delay. Failure of the Indemnified Person to timely notify Borrowers of the commencement of such litigation or proceeding shall not relieve Borrowers of their obligations under this Section 2.22, except where such failure irrevocably prejudices Borrowers' ability to defend such litigation or proceeding. In case any such litigation or proceeding shall be brought against any Indemnified Person and such Indemnified Person shall notify Borrowers of the commencement of such litigation or proceeding, Borrowers shall be entitled to participate in such litigation or proceeding and, after written notice from Borrowers to such Indemnified Person, to assume the defense of such litigation or proceeding with counsel of its choice at its expense, provided that such counsel is satisfactory to the Indemnified Person in the exercise of its reasonable judgment. Notwithstanding the election of Borrowers to assume the defense of such litigation or proceeding, such Indemnified Person shall have the right to employ separate counsel and to participate in the defense of such litigation or proceeding, and Borrowers shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by Borrowers to represent such Indemnified Person would present such counsel with a conflict of interest; (ii) the defendants in, or targets of, any such litigation or proceeding include both an Indemnified Person and any Borrower, and such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to any Borrower (in which case Borrowers shall not have the right to direct the defense of such action on behalf of the Indemnified Person); (iii) Borrowers shall not have employed counsel satisfactory to such Indemnified Person in the exercise of the Indemnified Person's reasonable judgment to represent such Indemnified Person within a reasonable time after notice of the institution of such litigation or proceeding; or (iv) Borrowers shall authorize such Indemnified Person to employ separate counsel at the expense of Borrowers, provided that Borrowers shall not be liable for the fees, costs and expenses of more than one separate counsel at the same time for all such Indemnified Persons in connection with the same action and any separate but substantially similar or related action in the same jurisdiction. Borrowers shall not consent to the entry of any judgment or enter into any settlement in any such litigation or proceeding unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Person of a release from all liability in respect to such claim or litigation. The agreements of Borrowers in this Section 2.22 shall be in addition to any liability that Borrowers may otherwise have. All amounts due under this Section 2.22 shall be payable within ten (10) days of written demand therefor.
Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.
Mutual Indemnity Each party will defend and indemnify the other party against any third party claim or action for personal bodily injury, including death, to the extent directly caused by the indemnifying party’s gross negligence or willful misconduct in the course of performing its obligations under the Agreement.
Partial Indemnity If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of any Indemnifiable Loss but not for all of the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
Cross Indemnification Each Lender (an "Indemnifying Party") hereby agrees to indemnify, hold harmless and defend each other and such other Lender's respective officers, directors, employees, attorneys, agents (not including any Participating Institution or the servicer of any XXXX Loan) and each person who controls such other Lender within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended (collectively and severally, the "Indemnified Parties"), from and against any and all claims, obligations, penalties, actions, suits, judgments, costs, disbursements, losses, liabilities and/or damages (including, without limitation, reasonable external attorneys' fees and the allocated costs of internal salaried attorneys) of any kind whatsoever which may at any time be imposed on, assessed against or incurred by any such Indemnified Party in any way relating to or arising out of the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender hereunder or the material inaccuracy or incompleteness of any representation or warranty made by the Indemnifying Lender to any Participating Institution in connection with the XXXX Program or the Subject Securitization Transaction. The indemnity provided by each Indemnifying Lender hereunder is in addition to any liability which such Lender may otherwise have to the Indemnified Parties, at law, in equity or otherwise, in connection with the Subject Securitization Transaction.
Additional Indemnification (a) Notwithstanding any limitation in Sections 2, 3 or 4, the Company shall indemnify Indemnitee to the fullest extent permitted by applicable law if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding (including a Proceeding by or in the right of the Company to procure a judgment in its favor) against all Expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with the Proceeding or any claim, issue or matter therein.
Continuing Indemnity Lessor may require Lessee to effect and to maintain insurance after the Expiry Date with respect to its liability under the indemnities in Clause 10 for such period as Lessor may reasonably require (but in any event not more than 3 years) which provides for each Indemnitee to be named as additional insured. Lessee's obligation in this Clause shall not be affected by Lessee ceasing to be lessee of the Aircraft and/or any of the Indemnitees ceasing to have any interest in respect of the Aircraft.
MLV Indemnification MLV agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 11(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to MLV and furnished to the Company in writing by MLV expressly for use therein.
