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).
Indemnification Covenants. (a) Notwithstanding any other provisions in this Agreement or in any other agreements with the County, the Company and any Sponsor Affiliate(s) agrees to indemnify, defend and save the County, its 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(s), their members, officers, shareholders, employees, servants, contractors, and agents during the Term, and, the Company and any Sponsor Affiliate(s) 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 Agreement, (ii) the construction of the Project, (iii) any breach or default on the part of the Company or any Sponsor Affiliate(s) in the performance of any of its obligations under this Agreement, (iv) any act of negligence of the Company or any Sponsor Affiliate or its agents, contractors, servants, employees or licensees, (v) any environmental violation, condition or effect with respect to the Project, to the extent such violation, condition or effect does not predate this Agreement. The Company and any Sponsor Affiliate(s) shall indemnify, defend and save the County harmless from and against all costs and expenses including, but not limited to, reasonable attorneys’ fees 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 and any Sponsor Affiliate(s) 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).
Indemnification Covenants. (a) The Sponsor shall and agrees to indemnify and save the County, its agents, officers, or employees 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 during the Fee Term, and the Sponsor further, shall indemnify and save the County harmless against and from all claims arising during the term of the Fee Agreement from (i) any condition of the Project, (ii) any breach or default on the part of the Sponsor in the performance of any of its obligations under this Fee Agreement, (iii) any act of negligence of the Sponsor or any of its agents, servants, or employees on or with respect to the Project, (iv) any act of negligence of any assignee or sublessee of the Sponsor with respect to the Project, or of any agents, servants, or employees of any assignee or sublessee of the Sponsor with respect to the Project, or (v) any environmental violation, condition, or effect with respect to the Project. The Sponsor shall indemnify and save the County, its agents, officers, or employees harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid in connection with the Project or in connection with any action or proceeding brought thereon, and upon notice from the County, the Sponsor shall defend them or either of them in any such action, prosecution or proceeding.
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.
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 Real Property by the Company, its 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,
Indemnification Covenants. (a) Notwithstanding any other provisions in this Agreement or in any other agreements with the County, the Company shall agree to indemnify and save the County, its members, 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 during the Term, and, the Company further, shall indemnify and save the Indemnified Parties harmless against and from all claims arising during the Term from (i) any condition of the Project, (ii) any breach or default on the part of the Company in the performance of any of its obligations under this Agreement, (iii) any act of negligence of the Company, or of any agents, contractors, servants, employees or licensees, (iv) except in such cases where the County has released the Company pursuant to Section 8.01 hereof, any act of negligence of any assignee or sublessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of Company, and (v) any environmental violation, condition, or effect related to the Project. The Company shall indemnify 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; provided, however, that such indemnity shall not apply to the extent that any such claim is attributable to (i) the gross negligent acts or omissions or willful misconduct of the County, its agents, officers or employees, or (ii) any breach of this Agreement by the County.
Indemnification Covenants. (a) The Company hereby agrees to indemnify the Authority, the Trustee, any paying agent, tender agent and registrar and each of their respective members, directors, officers, employees, agents and attorneys (collectively, the “Indemnified Persons”) against claims arising out of the construction or operation of the Project and to pay or bond and discharge and indemnify and hold harmless each Indemnified Person 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 applicable Indemnified Person shall give prompt notice to the Company, and the Company shall pay the same or bond and assume the defense thereof, with full power to contest, litigate, compromise or settle the same in its reasonable discretion.
Indemnification Covenants. (a) The Obligor and its members, officers, agents, and employees (the "Indemnified Persons") shall not be liable to the Borrower for any reason except for the breach of any obligation of the Obligor or Indemnified Persons under this Agreement or the willful misconduct or sole gross negligence of the Obligor or Indemnified Persons. The Borrower shall indemnify and hold the Obligor and the Indemnified Persons harmless from any loss, expense (including reasonable counsel fees), or liability of any nature due to any and all suits, actions, legal or administrative proceedings, or claims arising or resulting from, or in any way connected with: (1) the acquisition, operation, use or maintenance of the Loan Project or facilities of the Borrower; (2) any act, failure to act, or misrepresentation by any person, firm, corporation, or governmental agency, including the Obligor, in connection with the issuance, sale, delivery or remarketing of the Notes; (3) any act, failure to act, or misrepresentation by the Obligor in connection with this Loan Agreement, the Indenture, the Note Placement Agreement, or any other document involving the Obligor in this matter; (4) any liability of the Obligor to the Placement Agent pursuant to Paragraph 7 of the Note Placement Agreement and to the Remarketing Agent pursuant to Section 3 of the Remarketing Agreement which arises in connection with or as a consequence of the Loan; or (5) the selection and appointment of firms providing services related to the Note transaction. If any suit, action, or proceeding is brought against the Obligor or any Indemnified Person, that action or proceeding shall be defended by counsel to the Obligor or the Borrower, as the Obligor shall determine. If the defense is by counsel to the Obligor the Borrower shall indemnify the Obligor and Indemnified Persons for the reasonable cost of that defense including reasonable counsel fees. If the Obligor determines that the
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 2024 Project during the Lease Term from: (i) any condition of the Series 2024 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, proceeding arising out of any claim applicable to the Series 2024 Project without the written consent of the Authority.
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.
