Common use of Indemnification; No Consequential Damages Clause in Contracts

Indemnification; No Consequential Damages. (a) Each Obligor shall, jointly and severally, indemnify IFC and each Participant and their respective officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Loans or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor shall assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans or the use of the proceeds thereof.

Indemnification; No Consequential Damages. (a) Each Obligor shallWhether or not the transactions contemplated hereby are consummated, jointly and severally, the Borrower shall indemnify IFC and each Participant the Senior Lenders and their respective officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, liabilities and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction Financing Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Loans relevant Senior Loan or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor the Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, to this Agreement or any agreement or instrument contemplated hereby, the Senior Loans or the use of the proceeds thereof.

Indemnification; No Consequential Damages. (a) Each Obligor shall, jointly and severally, indemnify IFC The Borrower and each Participant Co-Borrower shall indemnify the Lenders and their respective officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions Transaction or any other transactions contemplated hereby, (ii) the Loans or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor the Borrower and each Co-Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans or the use of the proceeds thereof.

Indemnification; No Consequential Damages. (a) Each Obligor shall, jointly and severally, The Borrower shall indemnify IFC and each Participant and their respective its officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions Transaction, the Project or any other transactions contemplated hereby, (ii) the Loans Loan or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor the Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans Loan or the use of the proceeds thereof.

Indemnification; No Consequential Damages. (a) Each Obligor shall, jointly and severally, The Borrower shall indemnify IFC and each Participant and their its respective directors, officers, directors, employees, agents agents, representatives, and representatives Affiliates (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction IFC Financing Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions Transaction or any other transactions contemplated hereby, (ii) the Loans Loan or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any Applicable S&E Law or any other environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided provided, that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor the Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans Loan or the use of the proceeds thereof.

Indemnification; No Consequential Damages. (a) Each Obligor shall, jointly and severally, The Borrower shall indemnify IFC and each Participant and their respective its officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions or any other transactions contemplated hereby, (ii) the Loans Loan or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor the Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans Loan or the use of the proceeds thereof.

Indemnification; No Consequential Damages. (a) Each Obligor shall, jointly and severally, The Borrower shall indemnify IFC and each Participant Lender and their respective directors, officers, directors, employees, agents agents, representatives, and representatives Affiliates (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction Financing Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions Transaction or any other transactions contemplated hereby, (ii) the Loans relevant Loan or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any Environmental and Social Legislation or any other environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided provided, that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final and non-appealable judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor the Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans or the use of the proceeds thereof.

Indemnification; No Consequential Damages. (a) Each Obligor shallThe Borrower shall indemnify, jointly defend and severally, indemnify hold harmless IFC and each Participant and their respective officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all actual or contingent losses, claims, damages, liabilities, obligations, commitments, deficiencies, awards, fines, penalties, judgments, orders, decrees, claims, actions, suits, proceedings, investigations, demands, complaints, grievances, settlements, disputes, litigation, costs and expenses (including feesattorney fees and expenses, charges consultant, engineer, and disbursements of counselother professional costs and expenses) incurred by or asserted against any Indemnitee (“Losses”) arising out of, in connection with, or related to in any way to: ​ (i) the execution, delivery or performance of any Transaction IFC Financing Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions Transaction or any other transactions contemplated herebyhereby (including any breach of, or failure to perform, any of the representations, warranties, covenants, or obligations in any IFC Financing Document or other agreement or instrument contemplated thereby); ​ (ii) the Loans Loan or the actual or proposed use of proceeds thereof, ; (iii) any actual or alleged non-compliance with any law or regulation, including any environmental law or regulationwith, or any liability or obligation under, any law, any Applicable E&S Law, and/or the Performance Standards; or ​ (iv) any actual or prospective claim, action, suit, litigation, investigation investigation, proceeding, inquiry, request for information, demand, complaint, dispute or proceeding grievance (each, a “Proceeding”) relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that ​ provided, that, in any case, such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses Loss resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment final, non-appealable determination of a court or arbitral tribunal of competent jurisdiction. (b) The Borrower’s indemnity obligations in this Section are independent of and in addition to any rights of any Indemnitee in connection with any Loss (provided, however, that no Indemnitee shall be entitled to recover an amount twice in respect of the same Loss), and such obligations shall survive the ​ ​ execution, modification, and amendment of this Agreement and each other IFC Financing Document, the expiration, cancellation, or termination of IFC’s or any Participant’s commitment, and the disbursement and repayment of the Loan. (c) To the maximum extent permitted by applicable law, no Obligor the Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential consequential, contingent, or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans Loan or the use of the proceeds thereof.. ​

Indemnification; No Consequential Damages. (a) Each Obligor shall, jointly The Borrower shall indemnify DEG and severally, indemnify IFC and each Participant and their respective its officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i) the execution, delivery or performance of any Transaction Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions Transaction, the Project or any other transactions contemplated hereby, (ii) the Loans Loan or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor the Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans Loan or the use of the proceeds thereof.

Indemnification; No Consequential Damages. (a) Each Obligor shall, jointly The Borrower and severally, each Co-Borrower shall indemnify IFC and each Participant and their respective its officers, directors, employees, agents and representatives (each, an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities, and expenses (including fees, charges and disbursements of counsel) incurred by or asserted against any Indemnitee arising out of, in connection with, or related to (i1) the execution, delivery or performance of any Transaction Document or any other agreement or instrument contemplated thereby or the consummation of the Transactions Transaction or any other transactions contemplated hereby, (ii) the Loans or the use of proceeds thereof, (iii) non-compliance with any law or regulation, including any environmental law or regulation, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is party thereto; provided that such indemnity will not be available to any Indemnitee to the extent that such losses, claims, damages, liabilities or expenses resulted directly from such Indemnitee’s gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction. (b) To the maximum extent permitted by applicable law, no Obligor the Borrower and each Co-Borrower shall not assert, and each Obligor hereby agrees to waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages arising out of, in connection with, or relating to, this Agreement or any agreement or instrument contemplated hereby, the Loans or the use of the proceeds thereof.