Indemnification Covenants. (a) Notwithstanding any other provisions in this Fee Agreement or in any other agreements with the County, the Company agrees to indemnify, defend and save the County, its County Council members, elected officials, officers, employees, servants and agents (collectively, the “Indemnified Parties”) harmless against and from all claims by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Project or the Land by the Company or any Sponsor Affiliate, their members, officers, shareholders, employees, servants, contractors, and agents during the Term, and, the Company further, shall indemnify, defend and save the Indemnified Parties harmless against and from all claims arising during the Term from (i) entering into and performing its obligations under this Fee Agreement, (ii) any condition of the Project, (iii) any breach or default on the part of the Company or any Sponsor Affiliate in the performance of any of its obligations under this Fee Agreement, (iv) any act of negligence of the Company or any Sponsor Affiliate or its agents, contractors, servants, employees or licensees, (v) any act of negligence of any assignee or lessee of the Company or any Sponsor Affiliate, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Company or any Sponsor Affiliate, or (vi) any environmental violation, condition, or effect with respect to the Project. The Company shall indemnify, defend and save the County harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid or in connection with any action or proceeding brought thereon, and upon notice from the County, the Company shall defend it in any such action, prosecution or proceeding with legal counsel acceptable to the County (the approval of which shall not be unreasonably withheld).
(b) Notwithstanding the fact that it is the intention of the parties that the Indemnified Parties shall not incur pecuniary liability by reason of the terms of this Fee Agreement, or the undertakings required of the County hereunder, by reason of the granting of the FILOT, by reason of the execution of this Fee Agreement, by the reason of the performance of any act requested of it by the Company or any Sponsor Affiliate, or by reason of the County’s relationship to the Project or by the operation of the Project by the Company or any Sponsor Affiliate, including all...
Indemnification Covenants. (a) Except as provided in paragraph (b) below, the Sponsor shall indemnify and save the County, its past, present, and future employees, elected officials, officers and agents (each, an “Indemnified Party”) harmless against and from all claims by or on behalf of any person 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. If such a claim is made against any Indemnified Party, then subject to the provisions of (b) below, the Sponsor shall defend the Indemnified Party in any action or proceeding. This Section 3.11 shall survive any termination of this Fee Agreement.
(b) Notwithstanding anything herein to the contrary, the Sponsor is not required to indemnify any Indemnified Party against any claim or liability (1) 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; (2) resulting from that Indemnified Party’s own gross negligence, bad faith, fraud, deceit, or willful misconduct.
(c) An Indemnified Party may not avail itself of the indemnification provided in this Section unless it provides the Sponsor with prompt notice, reasonable under the circumstances, of the existence or threat of any claim or liability, including, without limitation, copies of any citations, orders, fines, charges, remediation requests, or other claims or threats of claims, in order to afford the Sponsor notice, reasonable under the circumstances, within which to defend or otherwise respond to a claim.
(d) Following this notice, the Sponsor shall resist or defend against any claim or demand, action or proceeding, at its expense, using counsel of its choice. The Sponsor is entitled to manage and control the defense of or response to any claim, charge, lawsuit, regulatory proceeding or other action, for itself and the Indemnified Party; provided the Sponsor is not entitled to settle any matter at the separate expense or liability of any Indemnified Party without the consent of that Indemnified Party. To the extent any Indemnified Party desires to use separate counsel for any reason, other than a conflict of interest, that Indemnified Party is r...
Indemnification Covenants. (a) The Company hereby agrees to indemnify the Authority, the Paying Agent, the Registrar, the Tender Agent, the Remarketing Agent and the Trustee against claims arising out of the construction or operation of the Project and to pay or bond and discharge and indemnify and hold harmless the Authority from and against (i) any lien or charge upon payments by the Company to or for the account of the Authority hereunder and (ii) any taxes, assessments, impositions and other charges of any federal, state or municipal government or political body in respect of the Project. If any such claim is asserted, or any such lien or charge upon payments, or charges are sought to be imposed, the Authority, the Paying Agent, the Tender Agent, the Remarketing Agent or the Trustee, as the case may be, shall give prompt notice to the Company, and the Company shall pay the same or bond and assume the defense thereof (and if bonded, with a bonding company and in an amount reasonably satisfactory to the Authority), with full power to contest, litigate, compromise or settle the same in its sole discretion.
(b) The Company shall at all times protect and hold the Authority, its members, officers and employees, its agents and attorneys, the Trustee, the Paying Agent, the Registrar, the Tender Agent and the Remarketing Agent harmless against any claim or liability arising from this Agreement, the Bond Resolution, the issuance of the Bonds and all transactions pertaining thereto, including but not limited to any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project or to the use thereof, in excess of any insurance proceeds available to the Authority in connection therewith, such indemnification to include reasonable expenses and attorney's fees incurred by the Authority, its members, officers and employees, and its agents and attorneys, the Trustee, the Paying Agent, the Registrar, the Tender Agent and the Remarketing Agent in connection therewith. Nothing contained herein shall require the Company to indemnify the Authority for any claim or liability resulting from the willfully wrongful acts or gross negligence of the Authority, its members, officers, employees, agents or attorneys or of the officers, employees, agents or attorneys for the Trustee, the Paying Agent, the Registrar, the Tender Agent or the Remarketing Agent.
Indemnification Covenants. (a) Notwithstanding any other provisions in this Fee Agreement or in any other agreements with the County, the Company agrees to indemnify, defend and save the County, its County Council members, elected officials, officers, employees, servants and agents (collectively, the “Indemnified Parties”) harmless against and from all claims by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done on the Project or the Land by the Company or any Sponsor Affiliate, their members, officers, shareholders, employees, servants, contractors, and agents during the term of this Fee Agreement, and, the Company further, shall indemnify, defend and save the Indemnified Parties harmless against and from all claims arising during the term of this Fee Agreement from (i) entering into and performing its obligations under this Fee Agreement,
Indemnification Covenants. To the extent of the net proceeds of the insurance coverage of the Authority, the Authority shall and hereby agrees to indemnify and save the Board harmless against and from all claims, by or on behalf of any person, firm, corporation or other legal entity arising from the conduct or management of, or from any work or thing done on, the Series 2021 Project during the Lease Term from: (i) any condition of the Series 2021 Project; and (ii) any act or negligence of the Authority or of any of its agents, contractors or employees or any violation of law or the breach of any covenant or warranty hereunder. To the extent of available moneys as set forth above, or in the event the Authority is self-insured, or the insurance coverage has a deductible amount, then from moneys to be appropriated under budget proceedings for future years, if such appropriations are then made, the Authority shall indemnify and save the Board harmless, from any such claim arising as aforesaid from (i) or (ii) above, or in connection with any action or proceeding brought thereon and, upon notice from the Board, shall defend it in any action or proceeding. In exchange for the Authority’s agreement to indemnify the Board as provided in this Section, the Board hereby agrees to assert any cause of action that it might individually have against any third parties for the benefit of the Authority. Furthermore, in no event will the Board voluntarily settle or consent to the settlement of any proceeding arising out of Authority.
Indemnification Covenants. Indemnification clauses incorporated into any contracts resulting from this Agreement will be subject to review and approval by the CDA and the City’s Risk Manager and City Attorney. In accordance with City of Madison Administrative Procedure Memorandum 1-1, the City cannot agree to indemnify any party without approval of the Common Council. Therefore, any contract resulting from this Agreement requiring the City to indemnify the Developer is subject to approval of the Common Council.
Indemnification Covenants. (a) The Company shall and agrees to indemnify and hold the County and its County Council members, elected officials, officers, agents and employees, and the Sponsor Affiliate and its officers, directors, shareholders, agents and employees (collectively, the “Indemnified Parties”) harmless from and against the cost, fees and expenses of any litigation (including reasonable attorneys’ fees) initiated by a third party against any of the Indemnified Parties, and any other loss, damage or liability incurred by the Indemnified Parties, to the extent relating in any manner to, or arising because of, this Fee Agreement, except to the extent that such litigation, loss, damage or liability arises from the grossly negligent act or omission, or willful misconduct, of any of the Indemnified Parties; provided, however, that the Company’s liability pursuant to this indemnification provision shall be limited by the provisions of the South Carolina Tort Claims Act, Section 15-78-10 et seq. of the Code of Laws of South Carolina, 1976, as amended, to the extent those provisions provide full or limited immunity to governmental parties from third party claims and prohibit recovery of punitive or exemplary damages. With the consent of the County, which shall not be unreasonably withheld, the Company may, at its own expense, defend the County and its officers, agents and employees in any such action or proceeding. The Parties agree that, if and to the extent that the Company or any of its contractors, agents, officers or employees, or any of its insurers, make any payment to any of the Indemnified Parties pursuant to this Section for reasons other than an action or failure to act by the Company or any of its contractors, agents, officers or employees, the Council will, upon request by the Company, reasonably cooperate with and support any efforts by the Company or any of its contractors, agents, officers or employees, or any of its insurers, to recover from such third party some or all of such payment.
(b) The provisions of this Section shall survive termination or expiration of this Fee Agreement.
Indemnification Covenants. The parties shall cause the Amended and Restated Development Agreement to contain such indemnification provisions as the parties agree are necessary to adequately protect the parties’ respective interests in the Project, which indemnification covenants shall be set forth in the Amended and Restated Development Agreement.
Section 12.1. Notice and Opportunity to Cure. Whenever any party to this Agreement other specifying the nature of the default and the actions necessary to cure the default. If the alleged default is not cured within thirty (30) days after the defaulting party’s receipt of such notice, the non-defaulting party may take any one or more of the actions set forth below:
(a) The non-defaulting party may suspend its performance under this Agreement until it receives assurances from the defaulting party that the defaulting party will cure its default and continue its performance under this Agreement.
(b) The non-defaulting party may cancel and terminate this Agreement.
(c) Take whatever action, including legal, equitable or administrative action, which may appear necessary or desirable to the defaulting party, including any actions to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant to the defaulting party under this Agreement. The non-defaulting party may elect to take no such action, notwithstanding an Event of Default not having been cured within said thirty (30) day period, if the defaulting party provides the non- defaulting party with written assurances satisfactory to the non-defaulting party that the Event of Default will be cured as soon as reasonably possible. No notice of such election by the non- defaulting party shall be required.
Indemnification Covenants. (a) The Company shall and agrees to hold the County and its County Council members, officers, agents and employees harmless from all pecuniary liability in connection with those reasons set forth in (i) or (ii) of Section 8.1(b) and to reimburse them for all reasonable expenses to which any of them might be subject due to the approval and entering into of the documents or the fulfillment of their obligations under this Fee Agreement in the implementation of its terms and provisions.
(b) Notwithstanding the fact that it is the intention of the parties that neither the County nor any of its members, officers, agents and employees shall incur any pecuniary liability to any third-party (i) by reason of the terms of this Fee Agreement or the undertakings of the County required hereunder, or (ii) by reason of the performance of any act in connection with the entering into and performance of the transactions described in the Documents, if the County or any of its members, officers, agents or employees should incur any such pecuniary liability, then, in that event the Company shall indemnify and hold harmless the County and its members, officers, agents and employees against all pecuniary claims by or on behalf of any person, firm or Company, arising out of the same, and all costs and expenses incurred in connection with any such claim, and upon notice from the County, the Company at its own expense shall defend the County and its officers, agents and employees in any such action or proceeding.
(c) Notwithstanding the foregoing, the Company shall not be obligated to indemnify the County or any of its individual members, officers, agents and employees for expenses, claims, losses or damages arising from the intentional or willful misconduct or negligence of the County or any of its individual officers, agents or employees.
Indemnification Covenants. (a) Buyer covenants and agrees that it ------------------------ will pursue indemnification claims hereunder first against the indemnification escrow described in Section 16.9 hereof, to the extent of such escrow, before pursuing claims directly against the Sellers.
(b) HakeTenn covenants and agrees that it will maintain "tangible net worth" (as defined below) of at least $3,000,000 until October 15, 2001, and will maintain tangible net worth thereafter of at least $1,000,000 until October 15, 2002. Notwithstanding anything in this Agreement to the contrary, if Sellers take any action, agree to take any action or fail to take any required action that results in the extension of any statute of limitations for any liability covered by Section 16.1.3 hereof beyond October 15, 2001, then the October 15, 2001 date for the permitted reduction of the tangible net worth shall be extended to match the date to which the statute of limitations has been extended. In order to assure compliance with this covenant, HakeTenn shall provide upon request of Buyer unaudited financial statements of HakeTenn, which shall include at least a balance sheet and income statement as of and for a recent period, provided that such request shall be made no more frequently than semi-annually. For purposes hereof, "tangible net worth" shall mean the excess of HakeTenn's tangible assets over its total liabilities, each as determined in accordance with GAAP.
