ERISA Indemnity. Borrower shall, at its sole expense, indemnify the Indemnified Parties against all Losses imposed upon, incurred by, or asserted against the Indemnified Parties (a) as a result of a Violation, (b) in the investigation, defense, and settlement of a Violation, (c) as a result of a breach of the representations in Section 3.11 or default thereunder, (d) in correcting any prohibited transaction or the sale of a prohibited loan, and (e) in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion.
ERISA Indemnity. In addition to any other transfer prohibitions set forth herein and in the other Loan Documents, and not in limitation thereof, neither Borrower shall assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of its interest or rights in this Agreement or in the Collateral, or attempt to do any of the foregoing or suffer any of the foregoing, nor shall any shareholder or member of either Borrower assign, sell, pledge, encumber, transfer, hypothecate or otherwise dispose of any of its rights or interest in such Borrower, attempt to do any of the foregoing or suffer any of the foregoing, if such action would cause the Loans or the exercise of any of Lenders’ rights in connection therewith, to constitute a prohibited transaction under ERISA or the Internal Revenue Code or otherwise result in Lenders being deemed in violation of any applicable provision of ERISA. Borrowers jointly and severally agree to indemnify and hold Lenders free and harmless from and against all loss, costs (including attorneys' fees and expenses), taxes, damages (including consequential damages), and expenses Lenders may suffer by reason of the investigation, defense and settlement of claims and in obtaining any prohibited transaction exemption under ERISA necessary or desirable in the Agent's sole judgment or by reason of a breach of the foregoing prohibitions. The foregoing indemnification shall survive repayment of the Loans.
ERISA Indemnity. With respect to any Individual Property not located in the States of California, Idaho, Montana, Nevada, Utah or Washington, each Borrower shall, at its sole expense, indemnify the Indemnified Parties against all Losses imposed upon, incurred by, or asserted against the Indemnified Parties (a) as a result of a Violation, (b) in the investigation, defense, and settlement of a Violation, (c) as a result of a breach of the representations in Section 3.11 or default thereunder, (d) in correcting any prohibited transaction or the sale of a prohibited loan, and (e) in obtaining any individual prohibited transaction exemption under ERISA that Lender determines may be required. With respect to any Individual Property located in the States of California, Idaho, Montana, Nevada, Utah or Washington, each Borrower owning an Individual Property in such states and other persons, if any, have executed and delivered an ERISA Indemnity with respect to such Individual Property.
ERISA Indemnity. With respect to any Individual Property not located in the States of California, Nevada, Utah or Washington, each Borrower shall, at its sole expense, indemnify the Indemnified Parties against all Losses imposed upon, incurred by, or asserted against the Indemnified Parties (a) as a result of a Violation, (b) in the investigation, defense, and settlement of a Violation, (c) as a result of a breach of the representations in Section 3.11 or default thereunder, (d) in correcting any prohibited transaction or the sale of a prohibited loan, and (e) in obtaining any individual prohibited transaction exemption under ERISA that Lender determines may be required. With respect to any Individual Property located in the States of California, Nevada, Utah or Washington, each Borrower owning an Individual Property in such states and other persons, if any, have executed and delivered an ERISA Indemnity with respect to such Individual Property.
ERISA Indemnity. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each Lender Indemnitee from and against any and all Losses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of Losses incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion) that Lender may incur, directly or indirectly, as a result of a default under Sections 3.1.8 and/or 4.2.11 hereof.
ERISA Indemnity. SCA shall indemnify and hold harmless LTM and --------------- its Subsidiaries (including the Transferred SPE Subsidiaries) and their respective officers, directors, successors and assigns from and against any and all obligations, liabilities or expenses (i) arising out of or relating to any Benefit Plan (other than a LTM Benefit Plan) with respect to LTM Employees maintained, sponsored, contributed to, or required to be contributed to, by SCA or any of its Subsidiaries (other than LTM, LTM's Subsidiaries and the Transferred SPE Subsidiaries), including liabilities arising under Title IV of ERISA or (ii) with respect to any liability attributable to the LTM Excluded Employees, including, without limitation, any liabilities arising under Section 6.12(d) of the Master Agreement. Capitalized terms used in this Section 11 that are not defined herein shall have the meanings ascribed to them in the Master Agreement.
ERISA Indemnity. Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (as defined below) from and against any and all claims, actions, proceedings, liabilities, losses, damages, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs incurred in the investigation, defense, and settlement of any of the foregoing, or incurred in correcting any prohibited transaction or in the sale of a prohibited loan, and in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole and absolute discretion) that Lender may incur, directly or indirectly, as a result of a default under either of Sections 4.1.5 or 5.2.8 herein. “Indemnified Parties” means Lender, its affiliates, partners and participants, and their respective officers, directors, agents, employees of each of them, and the successors and assigns of each of them, and any Person who is or will have been involved in the origination of the Loan, any Person who is or will have been involved in the servicing of the Loan secured hereby, any Person in whose name the encumbrance created by the Security Instrument is or will have been recorded, persons and entities who may hold or acquire or will have held a full or partial interest in the Loan secured hereby (including, but not limited to, investors or prospective investors in the Securities, as well as custodians, trustees and other fiduciaries who hold or have held a full or partial interest in the Loan secured hereby for the benefit of third parties) as well as the respective directors, officers, shareholders, partners, employees, agents, servants, representatives, contractors, subcontractors, affiliates, subsidiaries, participants, successors and assigns of any and all of the foregoing (including but not limited to any other Person who holds or acquires or will have held a participation or other full or partial interest in the Loan, whether during the term of the Loan or as a part of or following a foreclosure of the Loan and including, but not limited to, any successors by merger, consolidation or acquisition of all or a substantial portion of Lender’s assets and business).
ERISA Indemnity. Seller and Buyer shall act reasonably and diligently, and shall cooperate with each other, in securing the Consent of the Agent (as defined in SCHEDULE 2.1) to the termination of that certain ERISA Indemnity, dated as of November 24, 1998, between Seller and the Company.
ERISA Indemnity. Borrower shall, at its sole expense, indemnify the Indemnified Parties against all Losses imposed upon, incurred by, or asserted against the Indemnified Parties (a) as a result of a transaction by Borrower that causes a Violation, (b) in the investigation, defense, and settlement of a Violation caused by a transaction of Borrower, (c) as a result of a breach of Borrower’s representations in Section 3.11 or default thereunder, (d) in correcting any prohibited transaction or the sale of a prohibited loan, by reason of Borrower’s breach of the representations contained in Section 3.11(b), and (e) in obtaining any individual prohibited transaction exemption under ERISA that may be required, in Lender’s sole discretion, by reason of Borrower’s breach of the representations contained in Section 3.11(b).
ERISA Indemnity. Icahn Enterprises Holdings L.P. (“ Holdings ”) and Investor shall indemnify the members of the FMC Group (as defined in the Tax Allocation Agreement (as defined below)) for any and all liability imposed upon any member of the FMC Group pursuant to the Employee Retirement Income Security Act of 1974, as amended, or any regulation thereunder (hereinafter “ ERISA ”) resulting from such member of the FMC Group being considered a member of a controlled group within the meaning of ERISA § 4001(a)(14) of which Parent is a member, except with respect to liability in respect to any employee benefit plan, as defined by ERISA § 3(3), maintained by any member of the FMC Group or any other Person (as defined in the Tax Allocation Agreement) in which FMC (as defined in the Tax Allocation Agreement) has any direct or indirect investment constituting a 5% or greater interest in such person. Holdings and Investor hereby represent that, except as disclosed on Exhibit C to this Agreement, to the best of their knowledge, there are no material unfunded liabilities with respect to any employee benefit plan maintained by any member of the controlled group within the meaning of ERISA § 4001(a)(14) of which Parent is a member, other than with respect to employee benefit plans maintained by members of the FMC Group.
