Common use of Indemnification Covenants Clause in Contracts

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. (a) The Obligor Company agrees to 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 does hereby indemnify and hold the Obligor and the harmless Indemnified Persons harmless from any loss, expense (including reasonable counsel fees), or liability of any nature due to Parties against any and all suitslosses, actionsclaims, legal damages or administrative proceedingsliabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or claims defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, arising or out of, resulting from, or in any way connected with: with (1i) the condition, use, possession, conduct, management, planning, design, acquisition, operationconstruction, use installation, financing or maintenance sale of the Loan Project Projects or facilities any part thereof including the payment of rebate to the federal government; or (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority of its duties under the Trust Indenture (other than those caused by the gross negligence or willful misconduct of the BorrowerAuthority); or (2v) the acceptance or administration or performance by the Trustee of its duties under the Trust Indenture (other than those caused by the negligence or willful misconduct of the Trustee). In case any actaction shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, failure to actsuch Indemnified Party shall promptly notify the Company in writing, or misrepresentation by any person, firm, corporation, or governmental agencyand except where the Company is the claimant the Company shall assume the defense thereof, including the Obligoremployment of counsel reasonably satisfactory to the Indemnified Party, the payment of all costs and 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 at the Company’s expense in any such action and to participate in the defense thereof if, in connection the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the Company’s consent, but if settled with the issuance, sale, delivery or remarketing consent of the Notes; (3) any act, failure to actCompany, or misrepresentation by if there is a final judgment for the Obligor in connection with this Loan Agreementclaimant on any such action, the Indenture, Company agrees to indemnify and hold harmless the Note Placement Agreement, Indemnified Parties from and against any loss or any other document involving the Obligor in this matter; (4) any liability by reason of the Obligor to the Placement Agent pursuant to Paragraph 7 such settlement 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 thejudgment.

Indemnification Covenants. (a) The Obligor Company agrees to 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 does hereby indemnify and hold the Obligor and the harmless Indemnified Persons harmless from any loss, expense (including reasonable counsel fees), or liability of any nature due to Parties against any and all suitslosses, actionsclaims, legal damages or administrative proceedingsliabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or claims defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, arising or out of, resulting from, or in any way connected with: with (1i) the condition, use, possession, conduct, management, planning, design, acquisition, operationconstruction, use reconstruction or maintenance improvement of the Loan Project Facilities or facilities any part thereof including the payment of rebate to the federal government; or (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority of its duties under the Trust Indenture (other than those caused by the gross negligence or willful misconduct of the BorrowerAuthority); or (2v) the acceptance or administration or performance by the Trustee of its duties under the Trust Indenture (other than those caused by the negligence or willful misconduct of the Trustee). In case any actaction shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, failure to actsuch Indemnified Party shall promptly notify the Company in writing, or misrepresentation by any person, firm, corporation, or governmental agencyand except where the Company is the claimant the Company shall assume the defense thereof, including the Obligoremployment of counsel reasonably satisfactory to the Indemnified Party, the payment of all costs and 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 at the Company’s expense in any such action and to participate in the defense thereof if, in connection the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the Company’s consent, but if settled with the issuance, sale, delivery or remarketing consent of the Notes; (3) any act, failure to actCompany, or misrepresentation by if there is a final judgment for the Obligor in connection with this Loan Agreementclaimant on any such action, the Indenture, Company agrees to indemnify and hold harmless the Note Placement Agreement, Indemnified Parties from and against any loss or any other document involving the Obligor in this matter; (4) any liability by reason of the Obligor to the Placement Agent pursuant to Paragraph 7 such settlement 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 thejudgment.

Indemnification Covenants. SECTION 12.1 –The Borrower assumes liability for and hereby agrees (awhether or not the Authority is otherwise insured therefor) The Obligor to indemnify, protect, save and keep harmless the Authority and its members, officers, agents, attorneys and employees (the "Indemnified Persons") shall not be liable to the Borrower for extent permitted by law, from and against any reason except for and all liabilities, obligations, losses, damages, penalties, claims, tax claims, actions, suits and proceedings (including without limitation, counsel fees and expenses) of whatsoever kind and nature, imposed on, incurred by or asserted against the Authority (or any such agent, attorney or employee, as the case may be) arising out of the ownership of the Property or any accident, claim or occurrence in connection with the operation, use, condition, possession, storage, or return of any units of Property resulting in damage to property or injury to or death to any person and any breach of any obligation covenant or representation or warranty in this Agreement, including without limitation any violation of any federal or state environmental law, regulation or administrative or judicial order. The indemnification arising under this Section shall continue in full force and effect notwithstanding the Obligor or Indemnified Persons full payment of all obligations under this Agreement or the willful misconduct or sole gross negligence termination of the Obligor Term for any reason. The Authority agrees to promptly notify the Borrower should the Authority receive written notice of any claim as to which the Authority intends to seek indemnification hereunder and the Authority agrees that the Borrower will be permitted to defend, settle or Indemnified Personsotherwise handle such claim only if it is reasonably assured that the Authority will not be adversely affected. Notwithstanding the above, the Authority shall have no affirmative duty to solicit information concerning possible or pending claims, and any prejudice resulting from any delay in the giving of such notice shall not be borne by the Authority. The Borrower shall indemnify and hold agrees not to withhold or xxxxx any portion of the Obligor and the Indemnified Persons harmless from payments required pursuant to this Agreement for any lossreason whatsoever, expense (including reasonable counsel fees)including, without limitation, by reason of any defects, malfunctions, breakdowns, or liability infirmities 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 part 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 theProperty.