Indemnification From Borrower Clause Samples
The Indemnification From Borrower clause requires the borrower to compensate the lender for any losses, damages, or liabilities that arise from specific actions or omissions related to the loan agreement. Typically, this means if the lender faces legal claims, regulatory penalties, or third-party lawsuits due to the borrower's conduct or breach of contract, the borrower must cover those costs. This clause serves to protect the lender from financial harm caused by the borrower's actions, effectively allocating risk and ensuring the lender is not unfairly burdened by issues outside their control.
Indemnification From Borrower. Without limiting the obligations of the Borrower or the Secured Parties under the Credit Agreement, the Borrower hereby agrees to indemnify and hold harmless the Administrative Agent from and against any and all claims, losses and liabilities arising out of or resulting from (i) any Security Document (including, without limitation, enforcement of such Security Document, but excluding any such claims, losses or liabilities resulting from the Administrative Agent's gross negligence or willful misconduct) or (ii) without limiting Section 2.12 of the Credit Agreement any refund or adjustment of any amount paid or payable to the Administrative Agent under or in respect of any Transaction Document or any other Collateral, or any interest thereon, which may taken by it while it was Administrative Agent.
Indemnification From Borrower. BORROWERS SHALL, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, DEFEND, RELEASE AND INDEMNIFY LENDER AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AUTHORIZED AGENTS (COLLECTIVELY, THE "INDEMNIFIED PARTY OR PARTIES") AND HOLD EACH OF THEM HARMLESS FROM AND AGAINST ANY AND ALL INJURIES, CLAIMS, DAMAGES, JUDGMENTS, LIABILITIES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, FEES AND DISBURSEMENTS OF COUNSEL), CHARGES AND ENCUMBRANCES WHICH MAY BE INCURRED BY OR ASSERTED AGAINST ANY OF THE INDEMNIFIED PARTIES IN CONNECTION WITH OR ARISING OUT OF ANY ASSERTION, DECLARATION OR DEFENSE OF LENDER'S RIGHTS OR SECURITY INTERESTS UNDER THE PROVISIONS OF THIS AGREEMENT, ANY SECURITY DOCUMENT OR ANY OTHER LOAN DOCUMENT OR IN CONNECTION WITH:
(i) THE ACQUISITION OR OPERATION OF THE COLLATERAL;
(ii) THE REALIZATION, REPOSSESSION, SAFEGUARDING, INSURING OR OTHER PROTECTION OF THE COLLATERAL WHILE AN EVENT OF DEFAULT IS CONTINUING;
(iii) THE COLLECTING, PERFECTING OR PROTECTING OF LENDER'S LIENS AND SECURITY INTERESTS UNDER THIS AGREEMENT AND THE OTHER SECURITY DOCUMENTS; AND
(iv) ANY INVESTIGATION, LITIGATION, OR PROCEEDING RELATED TO ANY PRESENT OR FUTURE ACQUISITION OR PROPOSED ACQUISITION BY BORROWERS. BORROWERS WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS IT MIGHT HAVE IN CONNECTION WITH ANY SUIT OR ACTION AGAINST LENDER TO CLAIM SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES TO IT, ITS BUSINESS OR ITS PROSPECTS. BORROWERS HAS CONSULTED WITH ITS COUNSEL WITH RESPECT TO THE PROVISIONS OF THIS SECTION 12.02 AND UNDERSTANDS THAT IT IS TO BE INTERPRETED BROADLY AGAINST BORROWER.
Indemnification From Borrower. The Borrower agrees to indemnify and hold the Offshore Depositary Bank, the Collateral Agents, the Facility Administrative Agent, the Intercreditor Agent, the Note Trustee and each of their respective officers, directors, employees, agents, professional advisors and affiliates (each an "Indemnified Person") harmless from and against any and all liabilities (including reasonable attorney fees and expenses), obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time be imposed on, incurred by or asserted against any Indemnified Person, in any way relating to or arising out of this Agreement, or any investigation, litigation or other proceeding relating to this Agreement (including, without limitation, enforcement of this Agreement); provided that the Borrower shall not be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements incurred by or asserted against any Indemnified Person to the extent that any of the foregoing result from such Indemnified Person's gross negligence or willful misconduct. The indemnity obligations of the Borrower contained in this Article VIII shall continue in full force and effect notwithstanding full payment of the Loans and/or redemption of the Notes under the Financing Documents and all of the other Obligations and notwithstanding the discharge thereof or the satisfaction and discharge or other termination of this Agreement or any related document or agreement.
Indemnification From Borrower. Without limiting the obligations of the Borrower or the Secured Parties under the Credit Agreement, the Borrower hereby agrees to indemnify and hold harmless the Administrative Agent from and against any and all claims, losses and liabilities arising out of or resulting from any Security Document, other than the OPH Membership Interest Pledge Agreement (including, without limitation, enforcement of such Security Document, but excluding any such claims, losses or liabilities resulting from the Administrative Agent's gross negligence or willful misconduct.)
Indemnification From Borrower. 28 ARTICLE IX
Indemnification From Borrower. 35 Article XIII MISCELLANEOUS.............................................................................35 Section 13.1 Agreement for Benefit of Parties Hereto..............................................35 Section 13.2 No Warranties........................................................................35 Section 13.3 Reimbursement of Expenses............................................................35 Section 13.4 Severability.........................................................................36