Indemnification of Authority and Trustee Sample Clauses

Indemnification of Authority and Trustee. The Corporation agrees that (i) the Authority and the members, officers and employees thereof; and (ii) the Trustee and its officers, directors, employees and agents, shall not be liable for and the Corporation covenants and agrees to protect, exonerate, defend, indemnify and save the Authority and the members, officers, employees and agents thereof and the Trustee, its officers, directors, employees and agents, harmless from and against any and all costs, damages or liabilities (including the reasonable fees and expenses of legal counsel) which may arise out of the issuance of the Bonds or interpretations or performance of any provision of this Agreement, the Indenture or the Tax Regulatory Certificate, or arising from any breach or default on the part of the Corporation in the performance of any covenant or agreement on the part of the Corporation to be performed pursuant to the terms of this Agreement; and from and against all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or action or proceedings brought thereon. The Corporation may, at its cost and in its name or in the name of the Authority and/or the Trustee, prosecute or take any other action involving third persons which the Corporation deems necessary in order to insure or protect the Corporation's rights under this Agreement; in such event, the Authority and the Trustee will reasonably cooperate with the Corporation, but at the sole expense of the Corporation. The Authority or Trustee, as the case may be, shall give prompt written notice to the Corporation of any claim asserted against the Authority, its members, officers, employees or agents or the Trustee, its officers, directors, employees or agents, when such claim becomes known and which, if sustained, may result in liability of the Corporation hereunder; provided, however, that the failure by the Authority or the Trustee to give such notice shall not relieve the Corporation from its obligations to protect, exonerate, defend, indemnify and save the Authority and its members, officers or employees or the Trustee, its officers, directors, employees, and agents harmless as aforesaid, except to the extent that the failure to give such notice results in actual loss or damage to the Corporation; and in case any action or proceeding be brought against the Authority, its members, officers, employees or agents or the Trustee, its officers, directors, employees or agents, by reason of any ...
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Indemnification of Authority and Trustee. The Owner covenants and agrees, at its expense, to pay, and to indemnify and save the Authority, Trustee and Letter of Credit Bank harmless of, from and against any and all claims, damages, expenses, liabilities and taxes (of any character or nature regardless of by whom imposed), losses of every conceivable kind, character and nature whatsoever (including, but not limited to claims for loss or damage to any property or injury to or death of any person) asserted by or on behalf of any person, firm, corporation or governmental authority arising out of, resulting from, or in any way connected with the Facilities or the condition, occupancy, use, possession, conduct or management of or any work done in or about the Facilities or from the planning, design, acquisition or construction of the Facilities or any part thereof, or from the leasing or subletting of any part thereof. The Owner also covenants and agrees at its expense, to pay and to indemnify and save the Authority, Trustee and Letter of Credit Bank harmless of, from and against, all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand. The Authority, Trustee and Letter of Credit Bank agree to give the Owner prompt notice of any such action or proceeding and to refrain from incurring unnecessary costs, fees, expenses and liabilities until default in any such action or proceeding is imminent. In the event any such claim or demand, the Owner, upon notice from the Authority, Trustee or Letter of Credit Bank, covenants to resist and defend against such action or proceeding on behalf of the Authority, Trustee or Letter of Credit Bank. The Owner covenants and agrees to indemnify the Trustee and save the Trustee harmless of, from and against any and all claims, damages, expenses, liabilities and taxes (of any character or nature regardless of by whom imposed), losses of every conceivable kind, character and nature whatsoever asserted by or on behalf of any person, firm, corporation or govern-mental authority arising out of, resulting from, or in any way connected with the performance of Trustee’s duties and obligations under the Indenture. Notwithstanding the foregoing, nothing contained in this Section shall be construed to indemnify or release the Authority, Trustee or Letter of Credit Bank from any liability which they would otherwise had had, arising from the wrongful actions or failure to act on the part of the Authori...
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Indemnification of Authority and Trustee. Each of the limited liability companies comprising the Redeveloper shall indemnify, defend, and save the Authority and the Trustee and their respective members, commissioners, directors, officers, employees and agents harmless from and against all claims, liens, losses, liabilities, damages, costs, or expenses, including without limitation reasonable attorneys’ fees and expenses, of any character by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done in, on or about, the Project Improvements during the Lease Term, and against and from all claims, liens, losses, liabilities, damages, costs, or expenses, including without limitation attorneys’ fees and expenses, of any character arising during the Lease Term from (a) any condition of the Project Improvements caused by the Redeveloper’s use, lease, occupancy, possession, or development of the Project Improvements, (b) any breach or default on the part of the Redeveloper in the performance of any of its obligations under this Lease, (c) any contract entered into in connection with the improvement and construction of the Project Improvements, (d) any act of negligence or omission of the Redeveloper or of any of its agents, contractors, servants, members, employees, invitees, licensees, or subtenants, (e) any loss or damage to property or any injury to or death of any person, (f) a material inaccuracy of any representation or the material breach of any representation, covenant, or warranty of the Redeveloper in this Lease, (g) any act of negligence or omission of any assignee or sublessee of the Redeveloper, or of any agents, contractors, servants, members, employees, invitees, or licensees of any assignee or sublessee of the Redeveloper, (h) any dispute between the Land Developer and the Redeveloper or among the Redeveloper entities; and (i) any dispute between or among the Land Developer and/or the Redeveloper (or one or more of the Redeveloper entities) and the Lender and/or the PACE Lender or any dispute between or among the Lender, the PACE Lender, or any other Project lender; provided, however, the indemnification contained in this Section 10.5 shall not extend to the Authority if (i) such claim is the result of work being performed at the Project Improvements by employees of the Authority, or (ii) such claim is the result of the Authority's gross negligence or willful misconduct. The Redeveloper shall indemnify, defend, and save the Aut...
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Indemnification of Authority and Trustee. Any obligation of the Authority created by or arising out of this Participation Agreement shall be a limited obligation of the Authority, payable solely from the First Mortgage Bond Payments and any other funds held by the Trustee under the Resolution and available for such payment, and shall not constitute an indebtedness of or a charge against the general credit of the Authority and shall not constitute or give rise to any pecuniary liability of the Authority; nevertheless, if the Authority shall incur any such pecuniary liability, then in such event the Corporation shall indemnify and hold the Authority harmless by reason thereof. The Corporation releases the Authority and the Trustee from, agrees that the Authority and the Trustee shall not be liable for, and agrees to indemnify and hold the Authority and the Trustee harmless from, any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever arising out of the construction or operation of any Project. The Corporation agrees to indemnify and hold the Authority, its members, officers and employees and the Trustee harmless from any losses, costs, charges, expenses (including reasonable attorneys' fees and disbursements), judgments and liabilities incurred by it or them, as the case may be, in connection with any action, suit or proceeding instituted or threatened in connection with the transactions contemplated by this Participation Agreement so long as it or they, as the case may be, have acted in good faith to carry out the transactions contemplated by this Participation Agreement.
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Related to Indemnification of Authority and Trustee

  • Limitation of Authority No person is authorized to make any representations concerning the Funds or the Shares except those contained in the Prospectus of each Fund and in such printed information as the Distributor may subsequently prepare. No person is authorized to distribute any sales material relating to any Fund without the prior written approval of the Distributor.

  • Representation of Authority Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority.

  • Delegation of Authority The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

  • Reservation of Authority Nothing in this subpart shall limit the authority of the Secretary to take action to enforce conditions or violations of law, including actions necessary to prevent evasions of this subpart.

  • Termination of Authority Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

  • Confirmation of Authority; Execution of Releases Without in any manner limiting Agent’s authority to act without any specific or further authorization or consent by Lenders or Documentation Agent (as set forth in Section 11.1(h)(i) and (ii)), each Lender agrees to confirm in writing, upon request by Agent, the authority to release any property covered by this Agreement or the Loan Documents conferred upon Agent under Section 11.1(h)(ii). So long as no Event of Default exists, upon receipt by Agent of confirmation from the requisite percentage of the Lenders of its authority to release any particular item or types of Property covered by this Agreement or the other Loan Documents, and upon at least five (5) Business Days’ prior written request by Borrower Funds Administrator, Agent shall (and hereby is irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent, for the benefit of the Lender Parties, herein or pursuant hereto upon such Collateral; provided, however, that (A) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts), and (B) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Credit Parties or any Subsidiary of any Credit Party in respect of all interests retained by the Credit Parties or any Subsidiary of any Credit Party, including, without limitation, the proceeds of any sale, all of which shall continue to constitute part of the Property covered by this Agreement or the other Loan Documents).

  • Limitations of Authority A. Neither Party has authority for or on behalf of the other except as provided in this XXX. No other authority, power, partnership, use of rights is granted or implied. B. This XXX represents the entire XXX by and between the Parties and supersedes all previous letters, understanding or oral agreements between the College and the School District. Any representations, promises, or guarantees made but not stated in the body of this XXX are null and void and of no effect. C. Neither Party may make, revise, alter, or otherwise diverge from the terms, conditions or policies which are subject to this XXX without a written amendment to this XXX. Changes to this XXX are subject to the approval of the College Legal Department. D. Neither Party may incur any debt, obligation expense, or liability or any kind against the other without the other's express written approval.

  • EXTENT OF AUTHORITY exercise a degree of autonomy; • control projects and/or programmes; • set outcomes for subordinates; • establish priorities and monitor workflow in areas of responsibility; • solutions to problems can generally be found in documented techniques, precedents and guidelines or instructions. Assistance is available when required.

  • CERTIFICATE OF AUTHORITY The Trust and the Adviser shall furnish to each other from time to time certified copies of the resolutions of their Trustees or Board of Directors or executive committees, as the case may be, evidencing the authority of officers and employees who are authorized to act on behalf of the Trust, the Fund and/or the Adviser.

  • Warranty of Authority Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

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