INDEMNIFICATION 122 Clause Samples

INDEMNIFICATION 122. Section 8.01 Indemnities by the Borrower 122 Section 8.02 Indemnities by Servicer 125 Section 8.03 Legal Proceedings 127 Section 8.04 After-Tax Basis 128
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INDEMNIFICATION 122. Section 9.10 The Administrative Agent in Individual Capacity 122 Section 9.11 Successor Administrative Agent 122 Section 9.12 Other Agents 123 Section 9.13 Agency for Perfection 123 Section 9.14 Proof of Claim 123 Section 9.15 Posting of Approved Electronic Communications 124 Section 9.16 Certain ERISA Matters 125 Section 9.17 Credit Bidding 126 Section 9.18 Erroneous Payments 126 Section 10.01 Guaranty by the Borrower 127 Section 10.02 Additional Undertaking 128
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INDEMNIFICATION 122. Section 8.01 Indemnities by the Borrower 122
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INDEMNIFICATION 122. Section 16.1 Borrower Indemnity 122 Section 16.2 Waiver of Consequential Damages, Etc. 123 Section 16.3 Contribution 123 Section 16.4 Net After-Tax Basis 123 ARTICLE XVII MISCELLANEOUS 124 Section 17.1 No Waiver; Remedies 124 Section 17.2 Amendments, Waivers 124 Section 17.3 Notices, Etc. 125 Section 17.4 Costs and Expenses 125 Section 17.5 Binding Effect; Survival 126 Section 17.6 Captions and Cross References 126 Section 17.7 Severability 126 Section 17.8 GOVERNING LAW 127 Section 17.9 Counterparts 127 Section 17.10 WAIVER OF JURY TRIAL 127 Section 17.11 No Proceedings 127 Section 17.12 Limited Recourse 128 Section 17.13 ENTIRE AGREEMENT 129 Section 17.14 Confidentiality 129 Section 17.15 Non-Confidentiality of Tax Treatment 130 Section 17.16 Replacement of Lenders 130 Section 17.17 Consent to Jurisdiction 131 Section 17.18 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 131 Section 17.19 No Advisory or Fiduciary Responsibility 132 Section 17.20 USA Patriot Act 132 Section 17.21 Right of Setoff 132 EXHIBIT A Form of Note EXHIBIT B Audit Standards EXHIBIT C-1 Form of Loan Request EXHIBIT C-2 Form of Reinvestment Request EXHIBIT C-3 Form of Asset Approval Request EXHIBIT D Form of Monthly Report EXHIBIT E Form of Approval Notice EXHIBIT F-1 [Reserved] EXHIBIT F-2 Request for Release and Receipt EXHIBIT F-3 Request for Release of Request for Release and Receipt EXHIBIT G-1 U.S. Tax Compliance Certificate (Foreign Lender—non-Partnerships) EXHIBIT G-2 U.S. Tax Compliance Certificate (Foreign Participant—non-Partnerships) EXHIBIT G-3 U.S. Tax Compliance Certificate (Foreign Participants—Partnerships) EXHIBIT G-4 U.S. Tax Compliance Certificate (Foreign Lenders—Partnerships) EXHIBIT H Schedule of Collateral Obligations Certification EXHIBIT I Form of Assignment Agreement SCHEDULE 1 Diversity Score Calculation SCHEDULE 2 ▇▇▇▇▇’▇ Industry Classification Group List SCHEDULE 3 Collateral Obligations SCHEDULE 4 Disqualified Investor List THIS LOAN AND SERVICING AGREEMENT is made and entered into as of October 11, 2018, among GSO STONE STREET LLC, a Delaware limited liability company (the “Borrower”), GSO DIRECT LENDING FUND-D LP, a Delaware limited partnership, as Servicer (as hereinafter defined) and as Equityholder (as hereinafter defined), each LENDER (as hereinafter defined) FROM TIME TO TIME PARTY HERETO, the LENDER AGENTS for the Lender Groups (as hereinafter defined) from time to time parties hereto (each such party, in such capacity, tog...
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Related to INDEMNIFICATION 122

  • Indemnification Etc 55 9.1 Survival of Representations, Etc.............................................................. 55 9.2

  • Indemnification - General The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the date hereof and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reducing the benefits available to Indemnitee hereunder based on Maryland law as in effect on the date hereof. The rights of Indemnitee provided in this Section 3 shall include, without limitation, the rights set forth in the other sections of this Agreement, including any additional indemnification permitted by Section 2-418(g) of the Maryland General Corporation Law ("MGCL").

  • Indemnification of the QIU Without limitation and in addition to its obligation under the other subsections of this Section 5, the Company agrees to indemnify and hold harmless Odeon, in its capacity as the QIU, its directors, officers, agents, partners, members and employees and each Controlling Person from and against any and all loss, liability, claim, damage and expense, as incurred, arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of Rule 5121 of the Rules of FINRA) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful misconduct of the QIU. Notwithstanding the indemnification set forth in this Section 5.1.5, Odeon will undertake liability under Section 11 of the Exchange Act for acting as a qualified independent underwriter in connection with this Offering in compliance with FINRA Rule 5121(f)(12)(C).

  • Indemnification; Exculpation Borrower shall pay and protect, defend and indemnify Lender and Lender’s employees, officers, directors, shareholders, affiliates, correspondents, agents and representatives (other than Lender, collectively “Agents”) against, and hold Lender and each such Agent harmless from, all claims, actions, proceedings, liabilities, damages, losses, expenses (including, without limitation, attorneys’ fees and costs) and other amounts incurred by Lender and each such Agent, arising from (i) the matters contemplated by this Agreement or any other Loan Documents, (ii) any dispute between Borrower and a third party, or (iii) any contention that Borrower has failed to comply with any law, rule, regulation, order or directive applicable to Borrower’s business; provided, however, that this indemnification shall not apply to any of the foregoing incurred solely as the result of Lender’s or any Agent’s gross negligence or willful misconduct. This indemnification shall survive the payment and satisfaction of all of Borrower’s Obligations to Lender.

  • Indemnification; Third Party Claims The Master Servicer agrees to indemnify the Depositor, the Sponsor and the Trustee, and their respective officers, directors, agents and affiliates, and hold each of them harmless against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liability, fees and expenses that the Depositor, the Sponsor or the Trustee may sustain as a result of (a) any material breach by the Master Servicer of any if its obligations hereunder, including particularly its obligations to provide any reports under Section 9.25(a), Section 9.25(b), Section 9.26 or any information, data or materials required to be included in any Exchange Act report, (b) any material misstatement or omission in any information, data or materials provided by the Master Servicer, or (c) the negligence, bad faith or willful misconduct of the Master Servicer in connection with its performance hereunder, provided, however, that in no event shall the Master Servicer be liable for any special, consequential, indirect or punitive damages pursuant to this Section 9.31, even if advised of the possibility of such damages. The Depositor, the Sponsor and the Trustee shall immediately notify the Master Servicer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling the Depositor, the Sponsor or the Trustee to indemnification hereunder, whereupon the Master Servicer shall assume the defense of any such claim and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Notwithstanding anything to the contrary contained herein, the Master Servicer shall not settle any claim involving any of the other parties hereto without such party’s prior written consent unless such settlement involves a complete and absolute release of such party from any and all liability in connection with such claim. This indemnification shall survive the termination of this Agreement or the termination of the Master Servicer as a party to this Agreement.