Common use of Indemnification; Subrogation; Waiver of Offset Clause in Contracts

Indemnification; Subrogation; Waiver of Offset. (a) Grantor shall indemnify, defend and hold the Agent, the Lenders and the holders of the Hedge Obligations (the “Indemnified Parties”) harmless for, from and against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including Agent’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by any Indemnified Party in connection with the Secured Debt, this Instrument, the Property, or any part thereof, or the exercise by Agent of any rights or remedies granted to it under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor to indemnify, defend and hold harmless any Indemnified Party for, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by such Indemnified Party by reason of such Person’s willful misconduct or gross negligence if a judgment is entered against such Indemnified Party by a court of competent jurisdiction after the expiration of all applicable appeal periods.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor Mortgagor shall indemnify, defend and hold the Agent, the Lenders and the holders of the Hedge Obligations Lender (the “Indemnified Parties”) harmless for, from and against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including AgentXxxxxx’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by any Indemnified Party in connection with the Secured Debt, this Instrument, the Property, or any part thereof, or the exercise by Agent Lender of any rights or remedies granted to it under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless any Indemnified Party for, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by such Indemnified Party by reason of such Person’s willful misconduct or gross negligence if a judgment is entered against such Indemnified Party by a court of competent jurisdiction after the expiration of all applicable appeal periods.

Indemnification; Subrogation; Waiver of Offset. (a) Grantor Xxxxxxxxx shall indemnify, defend and hold the Agent, the Lenders and the holders of the Hedge Obligations Lender (the “Indemnified Parties”) harmless for, from and against any and all liability, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses (including AgentLender’s reasonable attorneys’ fees, together with reasonable appellate counsel fees, if any) of whatever kind or nature which may be asserted against, imposed on or incurred by any Indemnified Party in connection with the Secured Debt, this Instrument, the Property, or any part thereof, or the exercise by Agent Lender of any rights or remedies granted to it under this Instrument; provided, however, that nothing herein shall be construed to obligate Grantor Mortgagor to indemnify, defend and hold harmless any Indemnified Party for, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs and expenses asserted against, imposed on or incurred by such Indemnified Party by reason of such Person’s willful misconduct or gross negligence if a judgment is entered against such Indemnified Party by a court of competent jurisdiction after the expiration of all applicable appeal periods.