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 Lenders and the Swing Line Lenders 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 any Issuing Lender or any 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 and the termination of this Agreement.
(2) If Administrative Agent incurs any reasonable costs or expenses (including, without limitation, those for legal services) after the date of this Agreement and with respect to any actual or proposed Modification or waiver of any term of the Loan Documents or restructuring or refinancing thereof or with any effort to enforce or protect Lenders’, Issuing Lenders’ or Swing Line Lenders’ rights or interests with respect thereto (including any protective advances made in accordance with any Loan Document), or otherwise with respect to the performance of its role as Administrative Agent under this Agreement, each in accordance with the terms of this Agreement, then, if such costs are not reimbursed by or on behalf of Borrower, Lenders shall reimburse Administrative Agent for their respective Applicable Percentages of such costs promptly after request therefor. If Administrative Agent recovers any amounts for which Administrative Agent has previously been reimbursed by...
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.
2. The Association shall reimburse the Committee for any expenses incurred as a result of being ordered to reinstate any employee suspended at the request of the Association for not paying the service fee. The Association will intervene in and defend any administrative or court litigation concerning the propriety of such suspension for failure to pay the service fee. In such litigation, the Committee shall have no obligation to defend the suspension.
3. Should the Committee defend any such action(s) taken against the Committee (and/or others) by an employee so suspended, the Association shall not be required, provided the service fee is properly implemented and lawful, to reimburse the Committee for the Committee’s legal costs, fees, and expenses if the Committee has failed in good faith to enforce the five (5) work day suspension provision of this service fee clause.
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. Owner agrees:
(a) To indemnify, defend and hold harmless Agent from any and all claims for damages or injuries to persons or property by reason of any cause whatsoever either in and about the Property or elsewhere when Agent is carrying out the provisions of this agreement or acting under the express or implied directions of the Owner, unless arising solely from the gross negligence, bad faith or willful misconduct of Agent in carrying out its duties hereunder;
(b) To reimburse Agent upon demand for any monies which Agent is required to pay out for any reason whatsoever, either in connection with, or as an expense in defense of, any claim, civil or criminal action, proceeding, charge or prosecution made, instituted or maintained against Agent, or the Owner and Agent jointly or severally, affecting or due to the condition or use of the Property or acts or omissions of Agent or employees of the Owner, or arising out of or based upon any law, regulation, requirement, contract or award relating to the hours of employment, working conditions, wages and/or compensation of employees or former employees of the Owner; and
(c) To defend promptly and diligently, at the Owner’s sole cost and expense, any claim, action or proceeding brought against Agent, or Agent and the Owner jointly or severally, arising out of or connected with any of the foregoing, and to hold harmless and fully indemnify Agent from any judgment, loss or settlement on account thereof. It is expressly understood and agreed that the provisions of this paragraph shall survive the termination of this agreement, but this shall not be construed to mean that liability of the Owner does not survive as to other provisions of this agreement.
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. Parent and Student hereby indemnify and hold the District harmless from any and all claims, liabilities and causes of action, including its reasonable attorney and expert fees and costs, for injury to the Student related in any way to his or her participation in the activity.
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 or Shares 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) provided to the Commission 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 IV hereof with respect thereto as a result of (i) any act or failure to act of the Company or its agents, including 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 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 is seeking indemnification (the...
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.
Indemnification; Reimbursement. 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.
