Common use of Indemnification of Authority and Trustee Clause in Contracts

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 Indenture 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 or the financing thereof The Corporation agrees to indemnify and hold the Authority, its members, officers and employees harmless from any losses, costs, charges, expenses (including 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. The Corporation agrees to indemnify and hold the Trustee harmless from any losses, costs, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it in connection with any action, suit or proceeding instituted or threatened in connection with the transactions contemplated by this Participation Agreement, except for its own willful misconduct or negligence in carrying out the transactions contemplated by this Participation Agreement.

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 Indenture 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 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 or the financing thereof 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. The Corporation agrees to indemnify and hold the Trustee harmless from any losses, costs, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it in connection with any action, suit or proceeding instituted or threatened in connection with the transactions contemplated by this Participation Agreement, except for its own willful misconduct or negligence in carrying out the transactions contemplated by this Participation Agreement.

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 Company Obligation Payments and any other funds held by the Trustee under the Indenture 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 Company shall indemnify and hold the Authority harmless by reason thereof thereof. The Corporation Company 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 or the financing thereof thereof. The Corporation Company agrees to indemnify and hold the Authority, its members, officers and employees harmless from any losses, costs, charges, expenses (including 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. The Corporation Company agrees to indemnify and hold the Trustee and any director, officer, employee or agent of the Trustee harmless from any losses, costs, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it in connection with any loss, liability, claim or reasonable expense (including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement), action, suit or proceeding instituted or threatened in connection with or arising under the transactions contemplated by this Participation AgreementAgreement in the manner provided in Article XIII of the Indenture, except for its own willful misconduct or negligence in carrying out the transactions contemplated by this Participation Agreement.

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 Company Obligation Payments and any other funds held by the Trustee under the Indenture 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 Company shall indemnify and hold the Authority harmless by reason thereof thereof. The Corporation Company 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 or the financing thereof thereof. The Corporation Company agrees to indemnify and hold the Authority, its members, officers and employees harmless from any losses, costs, charges, expenses (including 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. The Corporation Company agrees to indemnify and hold the Trustee and any director, officer, employee or agent of the Trustee harmless from any losses, costs, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it in connection with any loss, liability, claim or reasonable expense (including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement), action, suit or proceeding instituted or threatened in connection with or arising under the transactions contemplated by this Participation AgreementAgreement in the manner provided in Article XII of the Indenture, except for its own willful misconduct or negligence in carrying out the transactions contemplated by this Participation Agreement.

Indemnification of Authority and Trustee. Any obligation 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 created by and/or the Trustee, prosecute or arising out of this Participation Agreement shall be a limited obligation of the Authority, payable solely from the First Mortgage Bond Payments and take any other funds held by action involving third persons which the Trustee Corporation deems necessary in order to insure or protect the Corporation's rights under the Indenture 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 Authoritythis Agreement; 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 event, the Authority and the Trustee fromwill reasonably cooperate with the Corporation, agrees that but at 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 sole expense of the construction Corporation. The Authority or operation of any Project or the financing thereof The Corporation agrees to indemnify and hold the Authority, its members, officers and employees harmless from any losses, costs, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it or themTrustee, 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 connection with 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, suit action or proceeding instituted be brought against the Authority, its members, officers, employees or threatened agents or the Trustee, its officers, directors, employees or agents, by reason of any such claim, the Corporation, upon notice as aforesaid, covenants and agrees diligently to resist or defend such action or proceedings; provided, however, that the indemnified party or parties will cooperate and assist in connection with the transactions contemplated defense of such action or proceeding if reasonably requested to do so by this Participation Agreement so long as it or theythe Corporation. Notwithstanding anything contained herein to the contrary, as the case may be, have acted in good faith to carry out the transactions contemplated by this Participation Agreement. The Corporation agrees shall not be obligated to indemnify and or hold harmless the Trustee harmless from any lossesAuthority or its members, costsofficers, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it in connection with any action, suit employees or proceeding instituted or threatened in connection with the transactions contemplated by this Participation Agreement, except agents for its own or their gross negligence or willful misconduct or the Trustee, it's officers, directors, agents and employees for its gross negligence in carrying out the transactions contemplated by this Participation Agreementor willful misconduct.