Common use of Indemnification Covenants Clause in Contracts

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) The Company hereby agrees to indemnify the Authority, the Paying AgentTrustee, any paying agent, tender agent and registrar and each of their respective members, directors, officers, employees, agents and attorneys (collectively, the Registrar, the Tender Agent, the Remarketing Agent and the Trustee “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 the Authority 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 Authority, the Paying Agent, the Tender Agent, the Remarketing Agent or the Trustee, as the case may be, applicable Indemnified Person 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)thereof, with full power to contest, litigate, compromise or settle the same in its sole reasonable discretion. (b) The Company shall at all times protect protect, indemnify 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 each Indemnified Person 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 attorneys’ fees and expenses 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 any Indemnified Person in connection therewith. Nothing contained herein shall require the Company to indemnify the Authority an Indemnified Person for any claim or liability resulting from the willfully wrongful acts or gross negligence of any Indemnified Person. The provisions of this Section shall survive the Authority, its members, officers, employees, agents or attorneys or termination of the officers, employees, agents or attorneys for the Trustee, the Paying Agent, the Registrar, the Tender Agent or the Remarketing Agentthis Agreement.

Indemnification Covenants. (a) The Company hereby agrees to indemnify the Authority, the Paying AgentTrustee, any paying agent, tender agent and registrar and each of their respective members, directors, officers, employees, agents and attorneys (collectively, the Registrar, the Tender Agent, the Remarketing Agent and the Trustee “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 the Authority 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 Authority, the Paying Agent, the Tender Agent, the Remarketing Agent or the Trustee, as the case may be, applicable Indemnified Person 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)thereof, with full power to contest, litigate, compromise or settle the same in its sole reasonable discretion. (b) The Company shall at all times protect protect, indemnify 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 each Indemnified Person 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 attorneys’ fees and expenses 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 any Indemnified Person in connection therewith. Nothing contained herein shall require the Company to indemnify the Authority an Indemnified Person for any claim or liability resulting from the willfully wrongful acts or gross negligence of any Indemnified Person. The provisions of this Section shall survive the Authoritytermination of this Agreement and resignation or removal of any Indemnified Person. (c) When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 10.01(f) or Section 10.01(g), the expenses (including the reasonable charges and expenses of its members, officers, employees, agents or attorneys or counsel) and the compensation for the services of the officersTrustee are intended to constitute expenses of administration under any applicable Federal or state bankruptcy, employees, agents insolvency or attorneys for the Trustee, the Paying Agent, the Registrar, the Tender Agent or the Remarketing Agentother similar law.

Indemnification Covenants. (a) The Company hereby agrees Issuer and its members, officers, agents, and employees (the "Indemnified Persons") shall not be liable 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 Obligor for any reason. The Obligor shall indemnify and hold the Issuer and the Indemnified Persons harmless the Authority from and against any loss, expense (i) any lien including reasonable counsel fees), 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 liability of any federalnature due to any and all suits, state actions, legal or municipal government administrative proceedings, or political body claims arising or resulting from, or in respect any way connected with: (1) the acquisition, operation, use or maintenance of the Project, (2) any act, failure to act, or misrepresentation by any person, firm, corporation, or governmental agency, including the Issuer, in connection with the issuance, sale, delivery or remarketing of the Bonds, (3) any act, failure to act, or misrepresentation by the Issuer in connection with this Loan Agreement, the Indenture, the Bond Purchase Agreement, or any other document involving the Issuer in this matter, or (4) the selection and appointment of firms providing services related to the Bond transaction. If any such claim is assertedsuit, action, or proceeding is brought against the Issuer or any such lien Indemnified Person, that action or charge upon payments, or charges are sought proceeding shall be defended by counsel to be imposed, the Authority, the Paying Agent, the Tender Agent, the Remarketing Agent Issuer or the TrusteeObligor, as the case may be, Issuer shall give prompt notice determine. If the defense is by counsel to the CompanyIssuer, which is the Attorney General of the State or may, in some instances, be private, retained counsel, the Obligor shall indemnify the Issuer and Indemnified Persons for the Company reasonable cost of that defense including reasonable counsel fees. If the Issuer determines that the Obligor shall pay defend the same Issuer or bond and Indemnified Person, the Obligor shall immediately assume the defense thereof at its own cost. The Obligor shall not be liable for any settlement of any proceeding made without its consent (and if bonded, with a bonding company and in an amount reasonably satisfactory to the Authoritywhich consent shall not be unreasonably withheld), with full power to contest, litigate, compromise or settle the same in its sole discretion. (b) The Company Obligor shall at not be obligated to indemnify the Issuer or any Indemnified Person under subsection (a), if a court with competent jurisdiction finds that the liability in question was caused by the willful misconduct or sole gross negligence of the Issuer or the involved Indemnified Person, unless the court determines that, despite the adjudication of liability but in view of all times protect circumstances of the case, the Issuer or the Indemnified Person(s) is (are) fairly and reasonably entitled to indemnity for the expenses which the court considers proper. (c) The Obligor shall also indemnify the Issuer for all costs and expenses, including reasonable counsel fees, incurred in: (1) enforcing any obligation of the Obligor under this Loan Agreement or any related agreement, (2) taking any action requested by the Obligor, (3) taking any action required by this Loan Agreement, the Indenture, the Bond Purchase Agreement or any related agreement, or (4) taking any action considered necessary by the Issuer and which is authorized by this Loan Agreement, the Indenture, the Bond Purchase Agreement, or any related agreement. (d) The Obligor also agrees to pay and to indemnify and hold the Authority, its members, officers and employees, its agents and attorneys, harmless the Trustee, any person who "controls" the Paying AgentTrustee within the meaning of Section 15 of the Securities Act of 1933, as amended, and a any member, officer, agent, director, official and employee of the Trustee (collectively called the "Indemnified Parties") from and against, any and all claims, damages, demands, expenses, liabilities and losses of every kind, character and nature asserted by or on behalf of any person in connection with (i) the issuance, offering, sale, or delivery of the Bonds, the RegistrarIndenture and this Loan Agreement and the obligations imposed on the Trustee hereby and thereby; or the design, installation, operation, use, occupancy, maintenance, or ownership of the Project; (ii) any written statements or representations made or given by the Obligor or any of its directors, members, partners or employees to the Indemnified Parties, with respect to the Obligor, the Tender Agent and Project, or the Remarketing Agent harmless against any claim or liability arising from this AgreementBonds, the Bond Resolutionincluding, the issuance of the Bonds and all transactions pertaining thereto, including but not limited to any loss to, statements or representations of facts, financial information, or its general affairs; (iii) damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project Project; and (iv) any loss 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 damage incurred by the AuthorityTrustee as a result of violation by the Obligor of the provisions of Section 2.2 hereof, or arising out of, resulting from, or in any way connected with, the condition, use, possession, conduct, management, planning, design, acquisition, installation, renovation or sale of the Project or any part thereof to the extent not caused or occasioned by the gross negligence or willful misconduct of such Indemnified Party. The Obligor also covenants and agrees, at its membersexpense, officers and employeesto pay, and its agents to indemnify and attorneyssave the Indemnified Parties harmless of, from and against, all costs, reasonable attorney fees, expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand. In the event that any action or proceeding is brought against the Indemnified Parties by reason of any such claim or demand, the TrusteeIndemnified Parties shall immediately notify the Obligor, which shall resist and defend any action or proceeding on behalf of the Indemnified Parties, including the employment of counsel, the Paying Agentpayment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Parties unless the employment of such counsel has been specifically authorized by the Obligor. If such separate counsel is employed, the RegistrarObligor may join in any such suit for the protection of its own interests. The Obligor shall not be liable for any settlement of any such action effected without its consent (which consent shall not be unreasonably withheld), but if settled with the consent of the Obligor or if there be a final, unappealable judgment for the plaintiff in any such action, the Tender Agent and the Remarketing Agent in connection therewith. Nothing contained herein shall require the Company Obligor agrees to indemnify and hold harmless the Authority for any claim Indemnified Parties. (e) The indemnification provisions herein contained shall not be exclusive or liability resulting from in limitation of, but shall be in addition to, the willfully wrongful acts or gross negligence rights to indemnification of the Authority, its members, officers, employees, agents Indemnified Persons or attorneys the Indemnified Parties under any other agreement or law by which the Obligor is bound or to which it is subject. (f) The obligations of the officers, employees, agents Obligor under this section shall survive any assignment or attorneys for the Trustee, the Paying Agent, the Registrar, the Tender Agent or the Remarketing Agenttermination of this Loan Agreement.

Indemnification Covenants. (a) The Company hereby agrees to indemnify the Authority, the Paying AgentTrustee, any paying agent, tender agent and registrar and each of their respective members, directors, officers, employees, agents and attorneys (collectively, the Registrar, the Tender Agent, the Remarketing Agent and the Trustee “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 the Authority 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 Authority, the Paying Agent, the Tender Agent, the Remarketing Agent or the Trustee, as the case may be, applicable Indemnified Person 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)thereof, with full power to contest, litigate, compromise or settle the same in its sole reasonable 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 each Indemnified Person 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 attorneys’ fees and expenses 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 any Indemnified Person in connection therewith. Nothing contained herein shall require the Company to indemnify the Authority an Indemnified Person for any claim or liability resulting from the willfully wrongful acts or gross negligence of any Indemnified Person. The provisions of this Section shall survive the Authority, its members, officers, employees, agents or attorneys or termination of the officers, employees, agents or attorneys for the Trustee, the Paying Agent, the Registrar, the Tender Agent or the Remarketing Agentthis Agreement.

Indemnification Covenants. (a) The Company hereby agrees 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 AuthorityObligor 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 Paying AgentIndenture, the RegistrarNote Placement Agreement, or any other document involving the Tender Agent, 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 and the Trustee against claims arising out pursuant to Section 3 of the construction Remarketing Agreement which arises in connection with or operation as a consequence of the Project Loan; or (5) the selection and appointment of firms providing services related 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 ProjectNote transaction. If any such claim is assertedsuit, action, or proceeding is brought against the Obligor or any such lien Indemnified Person, that action or charge upon payments, or charges are sought proceeding shall be defended by counsel to be imposed, the Authority, the Paying Agent, the Tender Agent, the Remarketing Agent Obligor or the TrusteeBorrower, as the case may be, Obligor shall give prompt notice determine. If the defense is by counsel to the Company, Obligor the Borrower shall indemnify the Obligor and Indemnified Persons for the Company shall pay reasonable cost of that defense including reasonable counsel fees. If 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.Obligor determines that the (b) The Company Borrower 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 obligated to indemnify the Authority for Obligor or any claim Indemnified Person under subsection (a), if a court with competent jurisdiction finds that the liability in question was caused by the willful misconduct or liability resulting from the willfully wrongful acts or sole gross negligence of the AuthorityObligor or the involved Indemnified Person, its membersunless the court determines that, officers, employees, agents or attorneys or despite the adjudication of liability but in view of all circumstances of the officerscase, employees, agents the Obligor or attorneys the Indemnified Person(s) is (are) fairly and reasonably entitled to indemnity for the Trusteeexpenses which the court considers proper. (c) The Borrower shall also indemnify the Obligor for all costs and expenses, including reasonable counsel fees, incurred in: (1) enforcing any obligation of the Borrower under this Loan Agreement or any related agreement; (2) taking any action requested by the Borrower; (3) taking any action required by this Loan Agreement, the Paying AgentIndenture, the RegistrarNote Placement Agreement or any related agreement; or (4) taking any action considered necessary by the Obligor and which is authorized by this Loan Agreement, the Tender Agent Indenture, the Remarketing Agreement, the Note Placement Agreement, or any related agreement. (d) The indemnification provisions herein contained shall not be exclusive or in limitation of, but shall be in addition to, the rights to indemnification of the Indemnified Persons or the Remarketing AgentIndemnified Parties under any other agreement or law by which the Borrower is bound or to which it is subject. (e) The obligations of the Borrower under this section shall survive any assignment or termination of this Loan Agreement. (f) Except for an indemnification relating solely to the Loan and not to any of the other Loans made pursuant to the Indenture, the foregoing indemnification of the Obligor or Indemnified Persons by the Borrower shall be limited to the Borrower's Pro Rata Share of the amount by which the Obligor or Indemnified Persons is or are to be indemnified by the Borrower and all other Borrowers receiving Loans.

Indemnification Covenants. (a) 13.1 Landlord shall not be liable for, and Tenant shall defend and indemnify Landlord and save it harmless from and against any and all liability, damages, costs or expense, including attorney's fees, arising from any act, omission or negligence of Tenant, or its contractors, licensees, agents, servants or employees or arising from any accident, injury or damage whosoever and by whomsoever caused, to any person or property, occurring in the premises or any part thereof, unless such accident, injury or damage shall arise from the negligence of contractors, licensees, agents, servants or employees of Landlord. Except for the negligence of Tenant, its agents or employees, Tenant shall not be liable for any damage or injury to any property or persons which might occur on property owned or leased by Landlord near the leased premises of the adjacent Landlord's Shopping Center, if any. The Company Landlord hereby agrees to indemnify the Authorityindemnify, 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 defend and hold harmless Tenant from any claim, liability or damages incurred by Tenant which are in any way connected to such Shopping Center or other property owned or leased by Landlord except for liabilities indemnified by Tenant above. In the Authority from event of foreclosure or deed in lieu thereof with respect to the Shopping Center, Tenant agrees that the foregoing indemnity shall in no event impose any liability whatsoever on the mortgagee or any successful bidder at such foreclosure and against (i) any lien such indemnity is being given solely by Landlord as to the period of time prior to foreclosure or charge upon payments by deed in lieu thereof. Following such foreclosure or deed in lieu thereof, such successor owner shall assume the Company obligations hereof beginning at the time it succeeds to or for the account interest 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 discretionLandlord. (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.