Indemnification by the Authority. The Authority, to the fullest extent permitted by law, shall indemnify the Lender, each Participant and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender shall be conclusive absent manifest error. In addition, the Authority shall indemnify the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount of, such compensation, and the Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount of such compensation, provided that, none of the Lender, the Participant or the Noteholder shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholder, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes paid by the Authority pursuant to this subsection (c) received by the Lender, the Participant or the Noteholder, as applicable, for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender or the Authority reasonably be...
Indemnification by the Authority. During the term of this Contract, the Authority shall indemnify and hold harmless the Contractor, its personnel, and its agents, against and from all claims, damages, losses and expenses (including legal fees and expenses) in respect of:
Indemnification by the Authority. (a) In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Authority hereby agrees (to the extent permitted by law) to indemnify and hold harmless the Lender, each Participant and each Noteholder and their respective officers, directors and agents (each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys’ fees) which may incur or which may be claimed against an Indemnitee by any Person or entity whatsoever (collectively, the “Liabilities”) by reason of or in connection with (i) the execution and delivery or transfer of, or payment or failure to pay under, any Program Document; (ii) the making of any Advances or any Loans; (iii) the use of the proceeds of the Bank Note, Advances or Loans;
Indemnification by the Authority. The Authority shall indemnify and hold harmless Buyer from and against any and all claims, losses, liabilities and damages, including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable fees and disbursements of counsel, arising out of or resulting from the inaccuracy of any representation or warranty by the Authority, or the breach by the Authority of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto.
Indemnification by the Authority. The Authority, to the fullest extent permitted by Applicable Law, shall indemnify each Purchaser and each Series 2023[●] Bondowner, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.05) paid by each Purchaser and each Series 2023[●] Bondowner and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by each Purchaser or each Series 2023[●] Bondowner shall be conclusive absent manifest error. In addition, the Authority shall indemnify each Purchaser and each Series 2023[●] Bondowner, within ten (10) days after demand therefor, for any additional amounts that each Purchaser and each Series 2023[●] Bondowner is required to pay as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to any Purchaser, any Participant and the other Series 2023[●] Bondowners, as applicable, pursuant to paragraph (d) (Evidence of Payments) below, documentation evidencing the payment of Taxes.
Indemnification by the Authority. (a) In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Authority hereby agrees (to the extent permitted by law) to indemnify and hold
Indemnification by the Authority. (i) The Authority shall indemnify and hold harmless the Lessee and each of its Representatives from and against any Losses actually suffered or incurred by the Lessee or any such Representative arising from (A) any failure by the Authority or its Representatives to comply with, observe or perform any of the covenants, obligations, agreements, terms or conditions in this Agreement or (B) any breach by the Authority of its representations or warranties set forth in Article 9; provided, however, that such representations and warranties continue to survive at such time as provided in Section 9.5(a) and a notice of a Claim shall have been given, in writing in accordance with Article 20, prior to the expiry of such survival period as provided in Section 9.5(a).
(ii) No Claim may be made by the Lessee or the Lessee’s Representatives against the Authority under Section 12.2(b)(i) for the breach of any representation or warranty made or given by the Authority in Article 9 unless (A) the Loss suffered or incurred by the Lessee or its Representatives in connection with such breach is in excess of $250,000 and (B) the aggregate of all Losses suffered or incurred by the Lessee or its Representatives exceeds $5,000,000, in which event the amount of all such Losses in excess of such amount may be recovered by the Lessee or its Representatives; provided, however, that the maximum aggregate liability of the Authority to the Lessee or its Representatives in respect of such Losses in connection with breaches of the Authority’s representations and warranties in Article 9 shall not exceed 30% of the Leasehold Fee; and provided further that this Section 12.2(b)(ii) shall not apply to Claims for a breach of representation or warranties in Sections 9.1(a), (b), (c), (d), (e), (f), (g) or (n) or to claims for fraud, intentional misrepresentation or intentional breach of the representations or warranties in Article 9.
(iii) In addition to any other right of the Lessee contemplated in this Section 12.2(b) and elsewhere in this Agreement, and without prejudice to (or diminishment of) any of the Lessee’s other rights and entitlements under this Agreement, the Authority shall indemnify and hold harmless the Lessee and each of its Representatives from and against any Losses actually suffered or incurred by the Lessee or any such Representative arising from any of the litigation, administrative proceedings, disputes, matters or other processes related to or contemplated by clause 4 of Sc...
Indemnification by the Authority. During the term of this Contract, the Authority shall indemnify and hold harmless the Service Provider, its personnel, and its agents, against and from all claims, damages, losses and expenses (including legal fees and expenses) in respect of:
(a) bodily injury, sickness, disease or death, which is directly attributable to any negligence, wilful act or breach of the Contract by the Authority, the Authority's Representative, or any of its agents; and
Indemnification by the Authority. The Authority hereby covenants and agrees to indemnify and hold harmless Lessee and its Affiliated Entities and their respective officers, directors, members agents and employees at all times after the date of this Agreement against and in respect of any and all claims, demands, actions, suits, judgments, costs and expenses (including reasonable fees of attorneys) resulting from any material misrepresentation,breach of warranty, or breach by the Authority of any part of this Agreement,unless resulting from the gross negligence or willful misconduct or fraud of any such persons. 26 Xxxxx Memorial Hospital Corporation UN:00-0000000 ARTICLE 11 CORPORATE EXISTENCE Section 11.1 Maintenance of Corporate Existence: Permitted Mergers.
Indemnification by the Authority. The Authority shall indemnify and hold harmless the Concessionaire and each of its Representatives from and against any Losses actually suffered or incurred by the Concessionaire or any such Representative, based upon, arising out of, occasioned by or attributable to
(i) any failure by the Authority or its Representatives to comply with, observe or perform any of the covenants, obligations, agreements, terms or conditions in this
