INDEMNIFICATION/ATTORNEY FEES Sample Clauses

INDEMNIFICATION/ATTORNEY FEES. In the event any dispute arises under this Agreement between Seller and Buyer resulting in Broker(s) or any Agent(s), or Subagent(s) or employees of Broker(s) being a party to any litigation, Seller or Buyer, whichever is unsuccessful, shall indemnify and hold Broker(s), Agent(s), Subagent(s) or employees of Broker(s) harmless from any liability, loss, damage, cost, expense, and attorney fees, provided such litigation does not result in a judgment against Broker(s), Agent(s), Subagent(s) or employees of Broker(s) for acting improperly under this Agreement. Should Buyer waive any inspections or provisions in this Agreement of Sale, either as the result of marking the item NO, failing to xxxx the item YES, or not following through with an inspection, Buyer shall hold Broker(s), Agent(s), Subagent(s) or employees of Broker(s) harmless from any liability, loss, damage, cost, expense, and attorney fees resulting from Buyer’s waiver of such provision. In the event a dispute arises under this Agreement between Seller and Buyer resulting in any litigation, and/or arbitration, Buyer or Seller, whichever is unsuccessful, shall also be liable for the other parties’ court costs and attorney’s fees.
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INDEMNIFICATION/ATTORNEY FEES. All agreements, representations and warranties of each party hereunder shall survive the Closing. Each party agrees to indemnify, and hold harmless the other parties from third-party claims, losses, damages, liabilities and expenses, including, without limitation, reasonable attorneys’ fees and costs of litigation to the extent arising out of or based upon a breach by such party to this Agreement of its agreements, representations and warranties hereunder. In event of any suits and actions with respect to enforcement of this Agreement against the other party, for breach of a representation or warranty or otherwise, the prevailing parties as determined by a final, non-appealable order of a court of competent jurisdiction shall be entitled to recover reasonable attorneys’ fees and other costs and expenses in resolving such dispute in addition to any damages awarded the prevailing parties.
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INDEMNIFICATION/ATTORNEY FEES. JS&A will indemnify and hold the other and its directors, officers, employees, and agents harmless from losses, claims, liability, damages or expense, including attorney fees and other litigation expenses, suffered as a result of gross negligence, willful misconduct, misrepresentation or breach of a warranty, covenant or agreement between the parties. This provision shall survive the termination or expiration of this Agreement.
Sample 1
INDEMNIFICATION/ATTORNEY FEES 
Sample 1

Related to INDEMNIFICATION/ATTORNEY FEES

  • Indemnification and Expenses (a) Seller agrees to hold Buyer, its Affiliates and each of their officers, directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify any Indemnified Party against all liabilities, losses, damages, judgments, costs and expenses of any kind which may be imposed on, incurred by or asserted against such Indemnified Party (collectively, the “Costs”) relating to or arising out of this Agreement, any other Program Document or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, any other Program Document or any transaction contemplated hereby or thereby, that, in each case, results from anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting the generality of the foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such Indemnified Party against all Costs with respect to all Loans relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation laws with respect to unfair or deceptive lending practices and predatory lending practices, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or action brought by an Indemnified Party in connection with any Loan for any sum owing thereunder, or to enforce any provisions of any Loan, Seller will save, indemnify and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Seller. Seller also agrees to reimburse any Indemnified Party as and when billed by such Indemnified Party for all such Indemnified Party’s costs and expenses incurred in connection with the enforcement or the preservation of such Indemnified Party’s rights under this Agreement, any other Program Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. Seller hereby acknowledges that the obligations of Seller under this Agreement are recourse obligations of Seller.

  • Expenses and Indemnification (a) The Fund shall upon demand either, as the Purchaser may require, pay in the first instance or reimburse the Purchaser (to the extent that payments for the following items are not made under the other provisions hereof) for all reasonable out-of-pocket expenses (including reasonable fees and costs of outside counsel, and reasonable consulting, accounting, appraisal, investment banking, and similar professional fees and charges) incurred by the Purchaser in connection with the enforcement of or preservation of rights under this Agreement. The Fund shall not be responsible under this Section 7.3(a) for the fees and costs of more than one law firm in any one jurisdiction with respect to any one proceeding or set of related proceedings for the Purchaser, unless the Purchaser shall have reasonably concluded that there are legal defenses available to it that are different from or additional to those available to the Fund.

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