Indemnification; Waiver of Consequential Damages. In consideration of the execution and delivery of this Agreement by each Lender and Issuing Bank and the extension of the Commitments, the Borrower hereby indemnifies, exonerates and holds each Agent, the Arrangers, each Issuing Bank and each Lender and each of their respective officers, directors, employees and agents (collectively, the “Indemnified Parties”), WHETHER OR NOT RELATED TO ANY NEGLIGENCE OF THE INDEMNIFIED PARTIES, free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), whether brought by a third party or by the Borrower, including reasonable attorneys’ fees and disbursements (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties or any of them as a result of, or arising out of, or relating to any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or Letter of Credit; the entering into and performance of this Agreement and any other Loan Document by any of the Indemnified Parties; any Loan or Letter of Credit or the use of the proceeds therefrom (including any refusal by an Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), any investigation, litigation or proceeding related to any acquisition or proposed acquisition by the Borrower or any of its Subsidiaries of all or any portion of the stock or assets of any Person, whether or not such Agent, such Arranger, such Issuing Bank or such Lender is party thereto; any investigation, litigation or proceeding related to any environmental cleanup, audit, compliance or other matter relating to the protection of the environment arising out of the ownership or operation of property by the Borrower or any of its Subsidiaries or the Release by the Borrower or any of its Subsidiaries of any Hazardous Material; or the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission, discharging or releases from, any real property owned or operated by the Borrower or any Subsidiary thereof of any Hazardous Material (including any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Enviro...
Indemnification; Waiver of Consequential Damages. (a) The Borrower shall indemnify the Administrative Agent, the Banks and each affiliate thereof and their respective directors, officers, employees and agents (each, an “Indemnified Party”) from, and hold each of them harmless against, any and all losses, liabilities, claims or damages to which any of them may become subject, insofar as such losses, liabilities, claims (including, without limitation, any civil penalties or fines assessed by OFAC) or damages arise out of or result from any actual or proposed use by the Borrower of the proceeds of any extension of credit by any Bank hereunder or breach by the Borrower of this Agreement or any other Loan Document or from any investigation, litigation (including, without limitation, any actions taken by the Administrative Agent or any of the Banks to enforce this Agreement or any of the other Loan Documents) or other proceeding (including, without limitation, any threatened investigation or proceeding) relating to the foregoing, and the Borrower shall reimburse the Administrative Agent and each Bank, and each affiliate thereof and their respective directors, officers, employees and agents, upon demand for any expenses (including, without limitation, legal fees) incurred in connection with any such investigation or proceeding; but excluding any such losses, liabilities, claims, damages or expenses (i) incurred by reason of the gross negligence or willful misconduct of the Person to be indemnified or (ii) to the extent arising directly out of or resulting directly from claims of one or more Indemnified Parties against another Indemnified Party.
Indemnification; Waiver of Consequential Damages. Fun Flight Training, LLC, shall indemnify, defend and save City and its elected or appointed officials, agents, and employees harmless against any and all liabilities, penalties, demands, claims, causes of action, suits, losses, damages, cost and expenses (including reasonable attorneys’ fees) (“Claims”) (whether the same arise out of or in connection with the services, or from any operations under or in connection with this Agreement) to the extent caused by Fun Flight Training, LLC (or any of its employees), any of its subcontractors (or any employee thereof), or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by Fun Flight Training, LLC.
Indemnification; Waiver of Consequential Damages. YMCA shall indemnify, defend and save City and its elected or appointed officials, agents, and employees harmless against any and all liabilities, penalties, demands, claims, causes of action, suits, losses, damages, cost and expenses (including reasonable attorneys’ fees) (“Claims”) (whether the same arise out of or in connection with the services, or from any operations under or in connection with this Agreement) to the extent caused by YMCA (or any of its employees), any of its subcontractors (or any employee thereof), or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by YMCA.
Indemnification; Waiver of Consequential Damages. Seller shall assume the sole responsibility for any and all actual or alleged damage or injury (including death) to any and all persons (including, but not limited to employees of Seller or Buyer) and to all property arising out of or resulting from (i) any breach of its obligations, representations, or warranties of this Agreement by or any act or omission of Seller, (ii) the use or sale of the Goods, or (iii) the negligence or willful misconduct on the part of Seller or its affiliates, and shall defend, indemnify and save harmless Buyer from and against any and all claims, liabilities, expenses (including reasonable attorneys' fees), fines, penalties, damages and/or economic losses of whatsoever nature arising therefrom except to the extent caused by the sole gross negligence of Buyer. In no event shall Buyer be liable for any indirect, incidental, special or consequential damages in connection with the Agreement.
Indemnification; Waiver of Consequential Damages a. Effective as of the Assignment Date, Assignee hereby agrees to indemnify, defend, protect and hold harmless Assignor and each of its officers, directors, employees, agents, consultants, invitees, contractors and subcontractors, of, from and against all claims, demands, causes of action, suits, judgments, damages and expenses (including attorneys’ fees) (collectively “Claims”) arising from or in any way connected with: (1) any damage to property or injury to persons occurring at the Premises caused by Assignee or any of its employees, agents or contractors on and after the Assignment Date, except to the extent caused by the negligence or willful misconduct of Assignor or its employees, agents or contractors; (2) any failure by the Assignee (or any successor to Assignee, or any other party or parties who are at any time after the Assignment Date in whole or in part the “Lessee” under the Lease or an occupant of the Premises) to perform fully the obligations of the “Lessee” under the Lease to the extent required by this Agreement; (3) any failure of Assignee to fully perform its agreements and/or obligations under this Agreement, except to the extent caused by the negligence or willful misconduct of Assignor; and/or (4) any Subsequent Modification (as defined below) entered into without Assignor’s prior written consent. It is the intention of the parties that upon the Assignment Date, as between Assignor and Assignee, Assignor shall have transferred to Assignee all further obligations and liability to Lessor under the Lease arising from and after the Assignment Date (other than the obligation and liability for the Pre-Commencement Date Rent, which shall remain with Assignor), and that the within indemnity is intended to be so construed, and is to include all obligations of the Lessee under the Lease arising from and after the Assignment Date. If Lessor at any time claims that the obligations of the “Lessee” under the Lease arising from and after the Assignment Date have not been fully performed, and if Assignor pays Rent to Lessor or fulfills any other obligations of the Lessee under the Lease arising from and after the Assignment Date, Assignee shall immediately reimburse Assignor for the amount of Rent and all other amounts incurred by Assignor in fulfilling the “Lessee’s” obligations under the Lease arising from and after the Assignment Date, together with interest on those sums at the rate of ten percent (10%) per annum, or, if lower, the maximum amoun...
Indemnification; Waiver of Consequential Damages. With respect to claims brought by third parties against either Engineer or FBCTRA relating to the property or facilities with respect to which this Agreement pertains, Engineer and FBCTRA agree as follows:
a. ENGINEER WILL INDEMNIFY AND HOLD HARMLESS FBCTRA AND FBGPTRA, AND EACH OF THEIR DIRECTORS, OFFICERS, AND EMPLOYEES AGAINST ANY CLAIMS, DEMANDS OR CAUSES OF ACTION, AND COSTS, LOSSES, LIABILITIES, EXPENSES AND JUDGMENTS INCURRED IN CONNECTION THEREWITH, INCLUDING REIMBURSEMENT OF REASONABLE ATTORNEY'S FEES AND COURT COSTS, BROUGHT BY ANY OF ENGINEER'S EMPLOYEES OR REPRESENTATIVES, OR BY ANY OTHER THIRD PARTY, TO THE EXTENT BASED UPON, IN CONNECTION WITH, RESULTING FROM OR ARISING OUT OF THE NEGLIGENT ACTS, ERRORS OR OMISSIONS OF ENGINEER; HOWEVER, ENGINEER'S CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL NOT EXTEND TO THE NEGLIGENCE OR OTHER FAULT OF FBCTRA OR FBGPTRA OR STRICT LIABILITY IMPOSED UPON FBCTRA OR FBGPTRA AS A MATTER OF LAW (INCLUDING STRICT LIABILITY IMPOSED UPON FBCTRA OR FBGPTRA AS A RESULT OF THE CONDITION OF THE PROPERTY OR FACILITIES WITH RESPECT TO WHICH THIS AGREEMENT PERTAINS).
b. In the event that both FBCTRA and Engineer are adjudicated negligent or otherwise at fault or strictly liable without fault with respect to damage or injuries sustained by the claimant, each shall be responsible for its own costs of litigation and pro rata share of damages as determined by the proceedings. It is a condition precedent to the indemnitor's contractual obligation of indemnification under this Agreement that the party seeking indemnity shall provide written notice of a third-party claim, demand, or cause of action within 30 days after such third-party claim, demand, or cause of action is received by the party seeking indemnity. It is a further condition precedent to the indemnitor's contractual obligation of indemnification under this Agreement that the indemnitor shall thereafter have the right to participate in the investigation, defense, and resolution of such third-party claim. To the fullest extent permitted by law, the parties waive all claims against each other for any consequential or special damages, including without limitation loss of use of the project and loss of profit, incurred by either party allegedly due to the fault of the other regardless of the nature of the fault.
Indemnification; Waiver of Consequential Damages. 26.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SUBCONTRACTOR HEREBY EXPRE AGREES TO DEFEND (AT SUBCONTRACTOR’S EXPENSE AND WITH COUNSEL ACCEPTABLE TO CONTRACTOR), INDEMNIFY, SAVE AND HOLD HARMLESS THE OWNER, CONTRACTOR, ITS JOINT VENTURE MEMBERS IF CONTRACTOR IS A JOINT VENTURE, AND THEIR PARENTS, SUBSIDIARIES AFFILIATES, AND THE DIRECTORS, OFFICERS, EMPLOYEES, AND AUTHORIZED AGENTS OF ALL FOREGOING (COLLECTIVELY THE “INDEMNIFIED PARTIES”), FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, DEMANDS, LOSSES, CAUSES OF ACTION, DAMAGES, LIABILITIES, ADMINISTRATI PROCEEDINGS, INTEREST, ATTORNEY’S FEES, COSTS, EXPENSES, AND LOSSES OF ANY AND ALL (COLLECTIVELY THE “ACTIONS”) ARISING FROM OR RELATED TO SUBCONTRACTOR’S PERFORMANCE OF THIS SUBCONTRACT. THIS ALSO INCLUDES ACTIONS FOR DEATH OF OR INJU TO ANY PERSON, INCLUDING EMPLOYEES OF SUBCONTRACTOR OR OF ANY INDEMNIFIED PART PROPERTY DAMAGE, INCLUDING THE LOSS OF USE OF PROPERTY AND INVESTIGATIVE AND OT EXPENSES ARISING OUT OF OR RELATED TO SUBCONTRACTOR’S PERFORMANCE OR NON-PERFORMANCE OF THIS SUBCONTRACT OR OTHER ACTIVITIES OF SUBCONTRACTOR AND AGENTS, EMPLOYEES OR THOSE FOR WHOM SUBCONTRACTOR MAY BE LEGALLY LIABLE UND SUBCONTRACT, REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS CAUSED IN PART BY T NEGLIGENT ACT OR OMISSION, WHETHER ACTIVE OR PASSIVE, OR BREACH OF A STATUTORY D OF OR BY AN INDEMNIFIED PARTY, EXCEPT THAT NOTHING IN THIS AGREEMENT REQUIRES SUBCONTRACTOR TO INDEMNIFY AN INDEMNIFIED PARTY TO THE EXTENT OF THAT INDEMNIF PARTY’S NEGLIGENCE OR WILLFUL MISCONDUCT. 26.2 WORKERS'COMPENSATION. IN ANY CLAIM AGAINST AN INDEMNIFIED PARTY BY ANY EMPLOYEE OF SUBCONTRACTOR, ANYONE DIRECTLY OR INDIRECTLY EMPLOYED BY THE SUBCONTRACTOR, ANYONE FOR WHOSE ACTS SUBCONTRACTOR IS LIABLE, SUBCONTRACTOR’S INDEMNIFICATI OBLIGATION IS NOT LIMITED BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATION OR BENEFITS PAYABLE BY OR FOR SUBCONTRACTOR UNDER WORKERS' COMPENSATION STATUTES, DISABILITY BENEFIT STATUTES, OR OTHER EMPLOYEE BENEFIT LEGISLATION.
Indemnification; Waiver of Consequential Damages. Jump Florida Skydiving, LLC, shall indemnify, defend and save City and its elected or appointed officials, agents, and employees harmless against any and all liabilities, penalties, demands, claims, causes of action, suits, losses, damages, cost and expenses (including reasonable attorneys’ fees) (“Claims”) (whether the same arise out of or in connection with the services, or from any operations under or in connection with this Agreement) to the extent caused by Jump Florida Skydiving, LLC, (or any of its employees), any of its subcontractors (or any employee thereof), or any person, firm or corporation (or any employee thereof) directly or indirectly employed or engaged by Jump Florida Skydiving, LLC.
Indemnification; Waiver of Consequential Damages
