Indemnification by the Guarantor. The Guarantors shall, jointly and severally, indemnify the Lender, within 10 Business Days after written 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) paid by the Lender 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 as to the amount of such payment or liability delivered to the Guarantors by the Lender shall be conclusive absent manifest error.
Indemnification by the Guarantor. Subject to the other terms and limitations set forth in this Agreement, each Guarantor (severally, and not jointly) shall indemnify, defend, reimburse and hold harmless Seller Indemnified Parties from and against any and all Losses actually incurred by any Seller Indemnified Party for (i) any breach, inaccuracy or omission of any representation or warranty of the relevant Guarantor and (ii) any breach or non-performance of any obligations of the relevant Guarantor under this Agreement. Section 9.3
Indemnification by the Guarantor. Without limitation on any other obligations of the Guarantor or Remedies of the Lender under this Guaranty, the Guarantor shall indemnify, defend and save and hold harmless the Lender from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of the Lender’s legal counsel and the reasonable charges of the Lender’s internal legal counsel) suffered or incurred by the Lender as a result of (a) any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the rights of creditors generally, or (b) any failure by the Borrower to pay and perform any Guaranteed Obligations in accordance with the terms of such Guaranteed Obligations.
Indemnification by the Guarantor. The Guarantor shall indemnify the the Secured Party within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Secured Party, on or with respect to any payment by or on account of any obligation of the Guarantor under this Guaranty and the Security Agreement and the Pledge Agreement (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 14) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Secured Party shall provide the Guarantor reasonably prompt notification of the assessment and pay the Indemnified Taxes to the Governmental Authority promptly following receipt of indemnification therefor from the Guarantor. A certificate of the Secured Party as to the amount of such payment or liability under this Section 13 shall be delivered to the Guarantor and shall be conclusive absent manifest error.
Indemnification by the Guarantor. The Guarantor agrees with the Initial Purchaser, as an inducement to Initial Purchaser’s agreement to enter into this Agreement and purchase the Mortgage Loans from the Company, to indemnify and hold harmless the Initial Purchaser and any assignee of the Initial Purchaser against any failure by the Company to meet its obligations under this Agreement relating to remedies for breach of representations and warranties, prepayments and partial prepayments, early payment defaults and reconstitution of the Mortgage Loans. The Company hereby confirms its obligation to indemnify DLJ pursuant to the terms of the Agreement.
Indemnification by the Guarantor. The Guarantor hereby assumes liability for, guarantees payment to Lender of, agrees to pay, protect, defend and save Lender harmless and indemnify Lender from and against, any and all liabilities, obligations, losses, damages, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and disbursements, causes of action, suits, claims, losses (including, without limitation, any diminution in the value of the security afforded by the property mortgaged by each of the Mortgages by reason of any of the following occurrences), demands and judgments of any nature or description whatsoever (collectively, "Costs")), which may at any time be imposed upon ,incurred by or awarded against Lender resulting from: a) any fraud or misrepresentation committed by the Borrowers or any of their Affiliates; b) any intentional and material breach of the Borrowers' covenants set forth in the related Mortgage; c) any action or inaction taken or omitted in bad faith by the Borrowers or any of their Affiliates; d) any interference by the Borrowers or any of their Affiliates with Lender's exercise of its remedies under the Loan Documents following an occurrence of an Event of Default; 3
Indemnification by the Guarantor. Without limitation on any other obligations of the Guarantor or Remedies of Collateral Agent or any Lender under this Guaranty, the Guarantor shall indemnify, defend and save and hold harmless Collateral Agent, the Note A Lenders and the Note B Lenders from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of Collateral Agent's and any Lender's legal counsel and the reasonable charges of Collateral Agent's and any Lender's internal legal counsel) suffered or incurred by Collateral Agent or any Lender as a result of:
(a) any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar Laws affecting the rights of creditors generally; or
(b) any failure of the Borrower to pay and perform any Guaranteed Obligations in accordance with the terms of such Guaranteed Obligations.
Indemnification by the Guarantor. Without limitation on any other obligations of the Guarantor under this Guaranty, the Guarantor shall indemnify, defend and hold harmless Sublessor from and against, and shall pay on demand, any and all losses, liabilities, damages, costs, expenses and charges (including the reasonable fees and disbursements of Sublessor’s legal counsel and the reasonable charges of Sublessor’s internal legal counsel) suffered or incurred by Sublessor as a result of any breach by Guarantor of this Guaranty.
Indemnification by the Guarantor. The Guarantor shall indemnify the Administrative Agent and each Secured Creditor, within fifteen (15) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes in respect of any payment by or on account of any obligation of the Guarantor hereunder or under any other Credit Document (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Administrative Agent or such Secured Creditor 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 as to the amount of such payment or liability delivered to the Guarantor by a Secured Creditor (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Secured Creditor, shall be conclusive absent manifest error.
Indemnification by the Guarantor. The Guarantor shall indemnify and hold harmless the Director, the Treasurer, the State and the Trustee (including any member, officer, director or employee thereof) (collectively, the “Indemnified Parties”) against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against an Indemnified Party arising or resulting from, or in any way connected with (i) financing, acquisition, construction, installation, operation, use or maintenance of the Project (including, but not limited to, claims relating to compliance with Chapter 4115, Ohio Revised Code), or (ii) any act, failure to act or misrepresentation by the Borrower in connection with, or in the performance of any obligation on the Borrower’s part to be performed, related to the issuance, sale and delivery of the Bonds or under this Loan Agreement or the Trust Agreement. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Borrower and the Guarantor. The Borrower and the Guarantor each shall be entitled to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense of such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by the Borrower; but if the Borrower shall elect not to assume such defense, it shall reimburse such Indemnified Party for the reasonable fees and expenses of any counsel retained by such Indemnified Party. If at any time the Indemnified Party becomes dissatisfied, in its reasonable discretion, with the selection of counsel by the Guarantor, a new mutually agreeable counsel shall be retained at the expense of the Guarantor. Each Indemnified Party agrees that the Guarantor shall have the sole right to compromise, settle or conclude any claim, suit, action or proceeding against any of the Indemnified Parties. Notwithstanding the foregoing, each Indemnified Party shall have the right to employ counsel in any such action at its own expense; and provided further that such Indemnified Party shall have the right to employ counsel in any such action and the fees and expenses of such counsel shall be at the expense of the Guarantor if: (i) the employment of counsel by such Indemnified Party has been authorized by the G...
