Indemnification; Reimbursement. Each and every obligation of Mortgagor to indemnify and hold harmless the Mortgagee, as collateral agent under the Intercreditor Agreement, contained in Article III of the Access Intercreditor Agreement is incorporated herein mutatis mutandis as an obligation of Mortgagor hereunder to indemnify Mortgagee and the officers, directors, employees, agents and affiliates of Mortgagee (each, an "Indemnified Party"). In addition to the foregoing, Mortgagor shall reimburse Mortgagee, within five (5) Business Days after demand, for all costs and expenses reasonably incurred by Mortgagee in connection with the administration and enforcement of this Mortgage, except to the extent any such costs or expenses result from the gross negligence or willful misconduct of Mortgagee. If any action or proceeding, including, without limitation, bankruptcy or insolvency proceedings, is commenced to which action or proceeding Mortgagee is made a party or in which it becomes necessary to defend or uphold the Lien or validity of this Mortgage, Mortgagor shall, upon demand, reimburse Mortgagee for all expenses (including, without limitation, attorneys' and agents' fees and disbursements) reasonably incurred by Mortgagee in such action or proceeding. In any action or proceeding to foreclose this Mortgage or to recover or collect the Secured Obligations, the provisions of law relating to the recovery of costs, disbursements and allowances shall prevail unaffected by this covenant. Mortgagor's obligations under this Section
Indemnification; Reimbursement. (1) The Lenders, the Issuing Lender and the Swing Line Lender agree to indemnify the Administrative Agent and the other Agents in their respective capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which may at any time (including without limitation at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Administrative Agent or the other Agents in any way relating to or arising out of the Loan Documents or any documents contemplated by or referred to herein or the transactions contemplated hereby or any action taken or omitted by the Administrative Agent or the other Agents under or in connection with any of the foregoing; provided that no Lender, nor the Issuing Lender or the Swing Line Lender, shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s or any other Agent’s gross negligence or willful misconduct, respectively. The provisions of this Section 10.7 shall survive the indefeasible payment of the Obligations, the Revolving Commitment Termination Date, the Final Term Loan Maturity Date and the termination of this Agreement.
Indemnification; Reimbursement. 1. The Association agrees to indemnify the Committee, make whole and save harmless the Committee against all claims, suits, actions or other forms of liability of whatever nature, for all damages and financial loss which the Committee may be required by any administrative agency, arbitrator, court or tribunal of competent jurisdiction, to expend, incur, pay or suffer, caused or occasioned by the deduction of such service fee from an employee(s) or out of the application (including defense or prosecution) of the terms of this service fee provision.
Indemnification; Reimbursement. CLAIMANT AGENCY fully understands and warrants to CLEARINGHOUSE that by submission of any delinquent debt submitted to CLEARINGHOUSE for setoff CLAIMANT AGENCY has complied with all of the provisions of the ACT and this agreement. The CLAIMANT AGENCY shall hold CLEARINGHOUSE free and harmless and shall indemnify CLEARINGHOUSE against any and all damages, claims, of action, injuries, actions, liability, or proceedings arising from the failure of CLAIMANT AGENCY to so perform. CLAIMANT AGENCY shall be responsible for the repayment of any sums received by it, including interest, penalties and court costs, to a debtor in the event a court of competent jurisdiction rules that said repayment is due to a debtor or debtors.
Indemnification; Reimbursement. The Company agrees to indemnify the Depositary, its directors, employees, agents and Affiliates and any Custodian and their respective agents against, and hold each of them harmless from, any loss, liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of (a) any acts performed or omitted, in accordance with the provisions of this Deposit Agreement and of the Receipts, as the same may be amended, modified or supplemented from time to time, (i) by either the Depositary or a Custodian or their respective directors, employees, agents and Affiliates, except for any liability or expense arising out of the negligence or bad faith of either of them, or (ii) by the Company or any of its directors, employees, agents and Affiliates, (b) any offer or sale of Receipts, ADSs, Shares or other Deposited Securities or any registration statement under the Securities Act in respect thereof, except to the extent such loss, liability or expense arises out of information (or omission from information) furnished in writing to the Company by the Depositary or Custodian expressly for use in a registration statement under the Securities Act, or (c) the unavailability of Deposited Securities or the failure to make any distribution which would be covered by Article 4 hereof with respect thereto as a result of (i) any act or failure to act of the Company or its agents, the Russian Share Registrar, or their respective directors, employees, agents or Affiliates, (ii) any provision of any present or future charter of the Company or any other instrument of the Company governing Deposited Securities or (iii) any provision of any securities issued or distributed by the Company, or any offering or distribution thereof. The Depositary agrees to indemnify the Company, its directors, employees, agents and Affiliates against, and hold them harmless from, any liability or expense (including, but not limited to, the reasonable fees and expenses of counsel) which may arise out of acts performed (or omitted) negligently or in bad faith by the Depositary under the terms of this Deposit Agreement. Notwithstanding anything herein to the contrary, the obligations set forth in this Section 5.08 shall survive the termination of this Deposit Agreement and the succession or substitution of any indemnified person (as hereinafter defined). Any person seeking indemnification hereunder (an "indemnified person") shall notify the person from whom it ...
Indemnification; Reimbursement a. The Union agrees to indemnify the Town, make whole and save harmless the Town against all claims, suits, actions or other forms of liability of whatever nature for all damages and financial loss which the Town may be required by any administrative agency, arbitrator, court or tribunal of competent jurisdiction to expend, incur, pay or suffer caused or occasioned by the deduction of such service fee from an employee(s) our out of the application (including defense or prosecution) of the terms of this service fee provision.
Indemnification; Reimbursement a) The OWNER hereby agrees to hold the AGENT harmless from and against all actions, suits, proceedings, debts, costs, damages or liability of any kind (including reasonable legal fees), brought by the tenant or any third party against the AGENT or OWNER, whether in contract, tort or otherwise, arising directly or indirectly out of act or omission of AGENT in connection with the management, operation or maintenance of the Rental Property, except where any such costs, damages or liability were the direct and sole result of intentional malfeasance of the AGENT.
Indemnification; Reimbursement. Owner agrees:
Indemnification; Reimbursement. The Company shall indemnify and reimburse the Tax Matters Person with respect to all expenses (including reasonable legal and accounting fees), claims, liabilities, losses, and damages incurred in connection with the exercise of the duties of the Tax Matters Person. Notwithstanding anything to the contrary in this Agreement, no distributions shall be made pursuant to Article VII at any time that a claim for indemnification pursuant to the immediately preceding sentence remains unpaid.
Indemnification; Reimbursement. The Company and each member of the Board of Directors elected pursuant to this Agreement shall execute an indemnification agreement in the form attached to the Purchase Agreement. The Company shall also reimburse the Preference Director for all reasonable expenses incurred in his/her service as member of the Board of Directors.
