Indemnification; Fees and Expenses. (a) Lessee shall protect, defend (through counsel selected by Lessee and approved by the applicable Indemnified Party, such approval shall not be unreasonably withheld) and indemnify Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, their respective successors and assigns, the beneficial owners of any of the foregoing and the trustees, beneficiaries, partners, shareholders, officers, directors, agents or employees of Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any such successor or assign or beneficial owner (each an "Indemnified Party" and collectively, the "Indemnified Parties"), from and against and hold the Indemnified Parties harmless from all Liens (including, without limitation. Lien removal and bonding costs), liabilities, losses, damages, demands, claims, obligations, suits or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys', reasonable consultants', and reasonable experts' fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim, obligation, suit or other similar proceeding) which may be imposed on, incurred by or, asserted or awarded against such Indemnified Party ("Indemnified Liabilities") (i) arising or alleged to arise from or in connection with the condition, use, operation, maintenance, Restoration, subletting and management of the Leased Property; (ii) relating to the Leased Property and the appurtenances thereto and the use and occupancy thereof by Lessee or anyone claiming by, through or under Lessee; or (iii) arising or alleged to arise from or in connection with any of the following events: (A) any accident, injury to, or death of, any person or any damage to or loss of property on or adjacent to the Leased Property or growing out of or directly or indirectly connected with, ownership, use, nonuse, occupancy, operation, possession, condition, construction, repair or Restoration of the Leased Property or adjoining property, sidewalks, streets or ways or resulting from the condition of any thereof; (B) any claims by third parties resulting from any violation or alleged violation by Lessee of (1) any provision of this Lease, or (2) any Legal Requirement, or (3) ...
Indemnification; Fees and Expenses. Company and Castle agree to the provisions regarding Company’s indemnity of Castle and other matters set forth in Schedule II. Company agrees to the provisions for the payment of Xxxxxx’s fees and other matters set forth in Schedule I.
Indemnification; Fees and Expenses. In consideration of the Custodian's acceptance of its appointment as the Custodian, the Public Depository agrees to indemnify and hold the Custodian harmless as to any liability incurred by the Custodian to any person, firm or corporation, including, without limitation, to the Commissioner or other authority of the State of Connecticut, by reason of its having accepted the same or in carrying out any of the terms hereof, and to reimburse the Custodian for all its expenses, including among other things, counsel fees and court costs, incurred by reason of its position hereunder or actions taken pursuant hereto, except in the event of the gross negligence or willful misconduct of the Custodian. The Public Depository agrees that the Custodian shall not be liable to it for any actions taken by the Custodian pursuant to the terms hereof. The Public Depository agrees to pay the fees of the Custodian pursuant to the terms of a fee letter delivered by the Custodian to the Public Depository and accepted by the Public Depository. The Public Depository also agrees to pay on demand the Custodian's costs and expenses, including the fees and expenses of counsel and independent appraisers used by the Custodian, reasonably incurred in connection with its duties hereunder.
Indemnification; Fees and Expenses. Each of Borrower and each Guarantor, jointly and severally, agrees to indemnify, defend and hold Ex-Im Bank and its directors, officers, employees, agents, attorneys, or any other Person affiliated with or representing Ex-Im Bank (each, an “Indemnified Person”) harmless against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses in any way suffered, incurred, or paid by such Indemnified Person as a result of, following from, consequential to, or arising from the administration, enforcement and other transactions between Ex-Im Bank and Borrower contemplated by the Loan Documents. For avoidance of doubt, Borrower agrees to pay all expenses of Ex-Im Bank in connection with any subsequent amendments, waivers or modifications to the Loan Documents or any enforcement actions, including reasonable attorneys’ fees and expenses in connection therewith.
Indemnification; Fees and Expenses. (a) Each party shall indemnify, defend, and hold the other party harmless against all liability, losses, claims, charges, actions, suits, proceedings, penalties, fines, settlements, judgments or damages, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses) (collectively, "Losses"), arising from the breach of any of its representations, warranties, covenants or agreements contained in this Agreement.
Indemnification; Fees and Expenses. The Sellers’ Representative shall act in good faith for the Sellers on all of the matters set forth in this Agreement. The Sellers’ Representative will incur no liability of any kind with respect to any action or omission by the Sellers’ Representative in connection with the Sellers’ Representative’s services pursuant to this Agreement, except in the event of liability resulting from the Sellers’ Representative’s bad faith, fraud, gross negligence or willful misconduct. The Sellers, jointly and severally in accordance with their respective Pro Rata Portion, shall indemnify, defend and hold harmless the Sellers’ Representative from and against any and all losses, liabilities, damages, claims, penalties, fines, forfeitures, actions, fees, costs and expenses (including the fees and expenses of counsel and experts and their staffs and all expense of document location, duplication and shipment) (collectively, “Sellers’ Representative Losses”) arising out of or in connection with the Sellers’ Representative’s execution and performance of this Agreement, as such Sellers’ Representative Loss is suffered or incurred; provided, that in the event that any such Sellers’ Representative Loss is finally adjudicated to have been primarily caused by the bad faith, fraud, gross negligence or willful misconduct of the Sellers’ Representative, the Sellers’ Representative will, promptly upon such adjudication, reimburse the Sellers the amount of such indemnified Sellers’ Representative Loss to the extent attributable to such bad faith, fraud, gross negligence or willful misconduct. Each Seller shall pay the Sellers’ Representative directly such Seller’s Pro Rata Portion of the Sellers’ Representative Losses. In no event will the Sellers’ Representative be required to advance its own funds on behalf of the Sellers or otherwise. The foregoing indemnities will survive the resignation or removal of the Sellers’ Representative or the termination of this Agreement. The Sellers’ Representative shall serve in such capacity solely for the purpose of administrative convenience and shall not be deemed liable for any of the obligations of the Parties other than obligations of the Sellers’ Representative set forth herein. If any Action with respect to which the Sellers’ Representative is entitled to indemnification under this Section 11.05 should be commenced or threatened against the Sellers’ Representative, the Sellers’ Representative shall be entitled to be paid by the Sellers for all f...
Indemnification; Fees and Expenses. (a) Lessee shall pay, and shall protect, defend and indemnify Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, their respective successors and assigns, the beneficial owners of any of the foregoing and the members, trustees, beneficiaries, partners, shareholders, officers, directors, agents or employees of Lessor, Lessor's Mortgagee, each Certificate Holder and the Indenture Trustee, or any such successor or assign or beneficial owner (each an Indemnified Party and collectively, the Indemnified Parties), from and against and hold the Indemnified Parties harmless from all Liens (including, without limitation, liabilities, losses, damages, demands, claims, obligations, suits or other proceedings (including, by way of example, causes of action, litigation and defenses), settlement proceeds, fines, penalties, assessments, citations, directives, judgments, fees, costs, disbursements or other expenses of any kind or of any nature whatsoever (including, without limitation, attorneys', Alabama Lease Agreement
Indemnification; Fees and Expenses. You will indemnify and hold harmless the Arranger and each Initial Lender and its Related Parties (each, an “indemnified person”) in accordance with the terms set forth in Section 9.03(b) of the Bridge Loan Agreement (without giving effect to any modifications, consents, amendments or waivers thereto or any termination thereof). Notwithstanding any other provision of this Fee and Syndication Letter, no indemnified person shall be liable for any special, indirect, consequential or punitive damages in connection with the Fee and Syndication Letter, the Bridge Facility, the use of the proceeds thereof, the Transactions or any related transaction. Whether or not the Acquisition is consummated or the Bridge Facility is funded, you agree to pay, or reimburse, the expenses of each Initial Financing Party in accordance with the terms set forth in Section 9.03(a) of the Bridge Loan Agreement (without giving effect to any modifications, consents, amendments or waivers thereto or any termination thereof).
Indemnification; Fees and Expenses. The Equity Holders hereby severally and not jointly agree: (a) to indemnify and hold the Equity Holders’ Representative harmless from any and all Losses and Expenses, and (b) that the Equity Holders’ Representative shall not have any liability to the Equity Holders for any act or omission hereunder, except for gross negligence or willful misconduct. The service of the Equity Holders’ Representative shall be without compensation. If not paid directly to the Equity Holders’ Representative by the Equity Holders, any such Losses and Expenses may be recovered by the Equity Holders’ Representative from the funds in the Escrow Deposit, on a pro rata basis, otherwise distributable to the Equity Holders following the release of the Escrow Deposit pursuant to the terms hereof and the Escrow Agreement at the time of distribution; provided, however, that all claims against the Escrow Deposit by the Buyer shall be satisfied in full before any amounts may be paid hereunder to the Equity Holders’ Representative.
Indemnification; Fees and Expenses. The Seller ---------------------------------- Individuals hereby jointly and severally agree (i) to indemnify and hold the Members' Representative harmless from any and all liability, loss, cost, damage or expense, including attorneys fees (reasonably incurred or suffered as a result of the performance of its duties under this Agreement), and (ii) that the Members' Representative shall not have any liability to the Seller Individuals for any act or omission hereunder, except for gross negligence or willful misconduct. The fees and expenses of the Members' Representative shall be paid by the Seller Individuals, and the Buyer shall have no liability with respect to such fees and expenses.
