Indemnification Covenant. The Borrower shall and hereby agrees to indemnify and hold harmless the Issuer and the Trustee and each officer, director, trustee, attorney, employee, advisor, agent and sub-agent, now or hereafter, of the Issuer or the Trustee (each such Person being herein referred to as an “Indemnitee”) against and from any and all actions, causes of action, suits, losses, costs, penalties, liabilities and damages, and expenses (including reasonable attorneys’ fees) by or on behalf of any Person arising from this Series 2017 Loan Agreement, the Indenture, the other Financing Documents or the transactions contemplated thereby, in each case by the Borrower or on its behalf, including without limitation, (i) any condition of the Project, (ii) any breach or default on the part of the Borrower in the performance of any of its obligations under this Series 2017 Loan Agreement, (iii) any act or negligence, willful misconduct, bad faith or fraud of the Borrower or of any of its agents, contractors, servants, employees or licensees or (iv) any act of negligence, willful misconduct, bad faith or fraud of any assignee or lessee of the Borrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Borrower; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, willful misconduct or bad faith of such Indemnitee. In case any action or proceeding is brought against an Indemnitee by reason of any claim with respect to which such Indemnitee is entitled to indemnification hereunder (except in the case of claims involving the Borrower), the Borrower upon notice from such Indemnitee shall defend the same and such Indemnitee shall cooperate with the Borrower at the expense of the Borrower in connection therewith. Nothing herein shall be construed as a waiver of any legal immunity that may be available to any Indemnitee. All amounts due to any Indemnitee under this Section shall be payable promptly upon demand therefor. The obligations of the Borrower under this Section shall survive the payment or prepayment in full or transfer of the Series 2017 Loan, the enforcement of any provision of this Series 2017 Loan Agreement or the Transaction Documents, any amendments, waivers (other than amendments or waivers in writing ...
Indemnification Covenant. The Lessee agrees to indemnify, reimburse, and hold harmless Lessor, its successors and assigns ("indemnitees") from and against all claims, damages, losses, liabilities (including negligence, tort and strict liability), demands, suits, judgments, and all legal proceedings, and any and all costs and expenses in connection therewith (including attorneys' fees) arising out of or in any manner connected with:
(1) This Agreement or the breach of any representation, warranty, or covenant made by the Lessee under this Agreement; (2) Manufacture, purchase, lease, delivery, nondelivery, acceptance, rejection, ownership, possession, use, storage, operation, return, repair or other disposition of the Equipment; (3) Patent, copyright or trademark infringement; (4) The Equipment's condition or any discoverable or nondiscoverable defect in it arising from its design, testing, or construction; any article used in the Equipment; or any maintenance, service, or repair, whether or not the Equipment is in the Lessee's possession and regardless of where the Equipment is located; or
Indemnification Covenant. Seller is aware that AutoMD is relying upon the truth of the foregoing representations, warranties and covenants in this Section 3 in connection with entering into this Agreement and the transactions contemplated by this Agreement. Seller shall indemnify, protect, defend and hold free and harmless AutoMD and USAP from and against all losses resulting from the defense, settlement or compromise of a claim or demand or assessment incurred by them as a result of any breach by Seller of any of its representations, warranties or covenants contained in this Agreement.
Indemnification Covenant. (a) From and after Completion, the Purchaser will indemnify, defend and hold harmless the Perstorp Vendor Group and their respective officers, directors, employees and representatives and any Affiliate of any of the foregoing (collectively, the "Indemnified Perstorp Persons") from and against any and all Losses suffered or incurred by any such Person, directly or indirectly, relating to, resulting from or arising out of any breach of, or misrepresentation in, the representations, warranties and covenants by the Purchaser contained in this Agreement.
(b) From and after Completion, the Perstorp Vendor Group will, jointly and severally indemnify, defend and hold harmless the Purchaser, other members of the Purchaser Group and their respective officers, directors, employees and representatives (collectively the "Indemnified Purchaser Persons") from and against any and all Losses suffered or incurred by any such Person, directly or indirectly, relating to, resulting from or arising out of (i) any and all liabilities and obligations of JV Holdings relating to pre-Completion activities of JV Holdings which are asserted against any Indemnified Purchaser Person, (ii) on the terms of Section 7.1(c) (subject to Section 7.2) mutatis mutandis to the extent that any third party claim in respect of which an Indemnified JV Person would be entitled to recover pursuant to Section 7.1(c) is asserted successfully against such Indemnified Purchaser Person, (iii) from and against any failure by the Perstorp Vendor Group to perform any of their respective covenants or obligations to the Purchaser or agreements with the Purchaser contained in this Agreement, and (iv) any breach by the Perstorp Vendor Group of any of the Warranties set forth in paragraphs 34 through 39.
(c) From and after Completion, the Perstorp Vendor Group will, jointly and severally indemnify, defend and hold harmless JV Holdings, each Acquired Company, and their respective officers, directors, employees and representatives and any Affiliate of the foregoing, but excluding any Indemnified Purchaser Person (collectively, the "Indemnified JV Persons") from and against any and all Losses suffered or incurred by any such Person, directly or indirectly, relating to, resulting from or arising out of (i) the failure of the Perstorp Vendor Group to perform any of their respective covenants, obligations or agreements contained in this Agreement, (ii) any breach by the Perstorp Vendor Group of any of the Warranties, oth...
Indemnification Covenant. The Lessee agrees to indemnify, reimburse, and hold harmless Lessor and its successors and assigns ("Indemnities"), from and against all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, civil and criminal legal proceedings, penalties, fines and other sanctions, and any attorney fees and other reasonable costs and expenses, arising or imposed under circumstances not involving Lessor's gross negligence or willful misconduct (collectively, "claims"), relating to or arising in any manner out of:
(1) This Agreement or the breach of any representation, warranty, or covenant made by the Lessee under this Agreement;
(2) Manufacture, purchase, lease, delivery, nondelivery, acceptance, rejection, ownership, possession, use, operation, return, or disposition of the Equipment;
(3) The Equipment's condition or any discoverable or nondiscoverable defect in it arising from its design, testing, or construction; any article used in the Equipment; or any maintenance, service, or repair, whether or not the Equipment is in the Lessee's possession and regardless of where the Equipment is located; or (4) Any transaction, approval, or document, contemplated by this Agreement. The Leasee waives and releases indemnities from any existing or future claims in any way connected with injury to or death of the Lessee's personal, loss or damage of the Lessee's property, or loss of use of any property, which may:
(a) Result from or arise in any manner out of the ownership, leasing, condition, use or operation of the Equipment; or
(b) Be caused by any defect in the Equipment: its design, testing or construction, any article used in the Equipment; or any maintenance, service, or repair, whether or not the Equipment is in the Lessee's possession and regardless of where the Equipment is located. The Indemnities described in this clause will continue in full force and effect notwithstanding the expiration or other termination of this Agreement and are expressly made for the benefit and will be enforceable by such indemnitee.
Indemnification Covenant. The Lessee agrees to indemnify, reimburse, and hold harmless each indemnitee from and against all claims, damages, losses, liabilities, demands, suits, judgments, causes of action, civil and criminal legal proceedings, penalties, fines and other sanctions, and any attorney fees and other reasonable costs and expenses, arising or imposed with or without the Lessor's fault or negligence (whether active or passive) or under the doctrine of strict liability (collectively, "claims"), relating to or arising in any manner out of:
(1) This Agreement or the breach of any representation, warranty, or covenant made by the Lessee under this Agreement; (2) Manufacture, purchase, lease, delivery, nondelivery, acceptance, rejection, ownership, possession, use, operation, return or disposition of the Equipment; (3) The Equipment's condition or any discoverable or nondiscoverable defect in it arising from its design, testing, or construction; any article used in the Equipment; or any maintenance, service, or repair, whether or not the Equipment is in the Lessee's possession and regardless of where the Equipment is locate Anyd; or
Indemnification Covenant. Shareholder is aware that the Company is relying upon the truth of the foregoing representations in this Section 3 in connection with the transaction. Shareholder shall indemnify, protect, defend and hold free and harmless the Company from and against all losses resulting from the defense, settlement or compromise of a claim or demand or assessment incurred by the Company as a result of any breach by Shareholder of any of its representations, warranties or covenants contained in this Agreement.
Indemnification Covenant. (a) Except as provided in paragraph (d) below, the Company shall indemnify and save the County, its employees, elected officials, officers and agents (each, an “Indemnified Party”) harmless against and from all liability or claims arising from the County’s execution of this Agreement, performance of the County’s obligations under this Agreement or the administration of its duties pursuant to this Agreement, or otherwise by virtue of the County having entered into this Agreement.
(b) The County is entitled to use counsel of its choice and the Company shall reimburse the County for all of its costs, including attorneys’ fees, incurred in connection with the response to or defense against such liability or claims as described in paragraph (a) above. The County shall provide a statement of the costs incurred in the response or defense, and the Company shall pay the County within 30 days of receipt of the statement. The Company may request reasonable documentation evidencing the costs shown on the statement. However, the County is not required to provide any documentation which may be privileged or confidential to evidence the costs.
(c) The County may request the Company to resist or defend against any claim on behalf of an Indemnified Party. On such request, the Company shall resist or defend against such claim on behalf of the Indemnified Party, at the Company’s expense. The Company is entitled to use counsel of its choice, manage and control the defense of or response to such claim for the Indemnified Party; provided the Company is not entitled to settle any such claim without the consent of that Indemnified Party.
(d) Notwithstanding anything herein to the contrary, the Company is not required to indemnify any Indemnified Party against or reimburse the County for costs arising from any claim or liability
(i) occasioned by the acts of that Indemnified Party, which are unrelated to the execution of this Agreement, performance of the County’s obligations under this Agreement, or the administration of its duties under this Agreement, or otherwise by virtue of the County having entered into this Agreement; or (ii) resulting from that Indemnified Party’s own negligence, bad faith, fraud, deceit, or willful misconduct.
(e) An Indemnified Party may not avail itself of the indemnification or reimbursement of costs provided in this Section unless it provides the Company with prompt notice, reasonable under the circumstances, of the existence or threat of any claim o...
Indemnification Covenant. Tenant shall indemnify and hold Landlord harmless against and from any and all claims arising from Xxxxxx's breach of this Lease, Xxxxxx's use of the premises, and from any activity, work or other thing done, or permitted by Xxxxxx, or any officer, agent, employee, guest, invitee, or trespasser of Tenant. Said indemnification includes the payment of all costs attorney fees, expenses and liabilities incurred in connection with any such claim, action, or proceeding. Tenant, as a material part of the consideration to Landlord, hereby waives all claims for damage to prope1iy, or injury to persons, against Landlord, upon or about the entire premises, from any cause other than Landlords willful acts or gross negligence.
Indemnification Covenant. The Concessionaire shall and hereby agrees to indemnify the Issuer and the Trustee, and the members, servants, officers, employees and other agents, now or hereafter, of the Issuer or the Trustee (each such Person being herein referred to as an “Indemnitee”), against and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, fines, penalties, costs and expenses (including the fees, charges and disbursements of any counsel for any Indemnitee and the costs of environmental remediation), whether known, unknown, contingent or otherwise, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of
