Common use of Indemnification; Subrogation Clause in Contracts

Indemnification; Subrogation. 17.1(a) The Seller shall at all times prior to the Closing Date protect and hold the Purchaser and any director, member, officer, employee, servant or agent thereof and persons under the Purchaser's control or supervision (collectively, the "Purchaser's Indemnified Parties" and each a "Purchaser Indemnified Party") harmless of, from and against any and all claims (whether in tort, contract or otherwise), demands, expenses and liabilities for losses, damage, injury and liability of every kind and nature and however caused, and taxes (of any kind and by whomsoever imposed), resulting from, arising out of or in any way related to the breach by Seller of its representations and warranties set forth in this Agreement, other than, with respect to each Purchaser Indemnified Party, losses arising from the gross negligence or willful misconduct of such Purchaser Indemnified Party. The Purchaser's Indemnified Parties, jointly or severally, shall not be liable for any damage or injury to the person or property of the Seller or its respective directors, officers, partners, employees, agents or servants or persons under the control or supervision of the Seller or any other Person who may be about the Premises, due to any breach by Seller of its representations and warranties set forth herein, other than, with respect to any Purchaser Indemnified Party, the gross negligence or willful misconduct of such Purchaser Indemnified Party. Each Purchaser Indemnified Party, as the case may be, shall promptly notify the Seller in writing of any claim or action brought against such Purchaser Indemnified Party in which indemnity may be sought against the Purchaser pursuant to this Section; such notice shall be given in sufficient time to allow the Purchaser to defend or participate in such claim or action, but the failure to give such notice in sufficient time shall not constitute a defense hereunder nor in any way impair the obligations of the Seller under this Section.

Indemnification; Subrogation. 17.1(a(a) The Seller shall at all times prior to the Closing Date protect We will indemnify you, your affiliates, and your correspondents (and your and their respective officers, directors, employees and agents) and defend and hold the Purchaser you and any director, member, officer, employee, servant or agent thereof and persons under the Purchaser's control or supervision (collectively, the "Purchaser's Indemnified Parties" and each a "Purchaser Indemnified Party") all of them harmless of, from and against any and (i) all claims (whether in tortloss, contract claim, expense, or otherwise), demands, expenses and liabilities for losses, damage, injury and liability of every kind and nature and however caused, and taxes (of any kind and by whomsoever imposed), resulting from, damage arising out of the issuance of the Credit or any other action taken or not taken by any such indemnified party in connection with the Credit, including any loss or damage arising in whole or in part from the negligence of the party seeking indemnification, but excluding any way related to the breach by Seller of its representations and warranties set forth in this Agreement, other than, with respect to each Purchaser Indemnified Party, losses arising loss or damage resulting from the gross negligence or willful misconduct of the party seeing indemnification, and (ii) all costs and expenses (including reasonable attorneys’ fees and legal expenses) of all claims or legal proceedings arising out of the issuance of the Credit, actions taken or not taken by any such Purchaser Indemnified Party. The Purchaser's Indemnified Partiesindemnified party in connection with the Credit, jointly or severally, shall not be liable for any damage or injury incident to the person collection of amounts we owe you under this Agreement or property your enforcement of the Seller your rights under this Agreement, including, without limitation, legal proceedings related to any court order, injunction, or its respective directors, officers, partners, employees, agents other process or servants decree restraining or persons seeking to restrain you from paying any amount under the control Credit. Additionally, we will indemnify and hold you and them harmless from and against all claims, losses, damages, suits, costs or supervision expenses (including reasonable attorneys’ fees and legal expenses) arising out of (i) your acceptance of telecommunication instructions in connection with the Seller Credit, including, but not limited to, telephonic instructions in connection with any waiver of discrepancies, or (ii) our failure to procure licenses in a timely manner or to comply with applicable laws, regulations, or rules, or any other Person who failure on our part relating to or affecting the Credit. We further agree to indemnify you against the assessment of any reserve that may be about imposed by any regulatory agency or authority as a result of issuing the PremisesCredit, due and to reimburse you for all costs associated with any breach by Seller of its representations such reserve if and warranties set forth herein, other than, with respect to any Purchaser Indemnified Party, the gross negligence or willful misconduct of such Purchaser Indemnified Partywhen it is imposed. Each Purchaser Indemnified Party, as of these indemnities shall constitute an obligation separate and independent from the case may be, shall promptly notify the Seller other obligations contained in writing of any claim or action brought against such Purchaser Indemnified Party in which indemnity may be sought against the Purchaser pursuant to this Section; such notice shall be given in sufficient time to allow the Purchaser to defend or participate in such claim or action, but the failure to give such notice in sufficient time shall not constitute a defense hereunder nor in any way impair the obligations of the Seller under this SectionAgreement.