Indemnified Matters. Borrower hereby agrees to protect, indemnify, defend, release and hold each Indemnified Party harmless from and against, and reimburse each Indemnified Party on demand for, any and all losses, costs, liabilities (including strict liabilities), claims (including Environmental Claims), damages, expenses (including reasonable attorneys’ fees incurred in connection with enforcing this provision), penalties or fines of any kind whatsoever paid, incurred or suffered by, or asserted against, any Indemnified Party by any Person in connection with, arising out of or resulting in any way whatsoever from:
Indemnified Matters. Notwithstanding anything to the contrary in this Agreement, each Agent shall be entitled to include as part of any amount payable to it under Section 11.9, Section 12.5 and/or Section 12.6, a sum representing the cost to such Agent in terms of management time and other resources calculated on the basis of such reasonable daily or hourly rates as such Agent may notify to the Borrower or the Lenders (as the case may be) for such purpose, and such sum shall be in addition to any fees or other amounts paid or payable to such Agent under this Agreement or the other Loan Documents. Each Borrower shall promptly on demand reimburse any Lender for amounts actually paid by such Lender pursuant to this Section 11.10.
Indemnified Matters. Notwithstanding anything to the contrary in this Agreement, each Agent may not include as part of any amount payable to it under Section 11.9, Section 12.5 and/or Section 12.6, a sum representing the cost to such Agent in terms of management time and other resources calculated on the basis of daily or hourly rates.
Indemnified Matters. Indemnitors hereby covenant and agree, at their sole cost and expense, on a joint and several basis, to indemnify, protect, defend and save harmless the Indemnified Parties for, from, and against any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, actions, proceedings, costs, disbursements and/or expenses (including, without limitation, reasonable attorneys' and reasonable experts' fees, expenses and disbursements) of any kind or nature whatsoever which may at any time be imposed upon, incurred by or asserted or awarded against Indemnified Parties relating to, resulting from, or arising out of: (a) the past, present, or future, use of the Property for the storage, treatment, generation, transportation, processing, handling, production, or disposal of any Hazardous Substance or as a landfill or other waste disposal site, (b) the past, present, or future presence of any Hazardous Substances or a Release, or the threat of a Release, of Hazardous Substances on, at, under or from the Property, (c) the failure to promptly undertake, pay for, and diligently pursue to completion, all necessary, appropriate, and legally authorized investigative, containment, removal, clean up, and other remedial actions with respect to a Release or the threat of a Release of Hazardous Substances on, at, under, or from the Property, (d) human exposure to any Hazardous Substance of whatever kind to the extent the same arises from the condition of the Property or the ownership, use, operation, sale, transfer, lease or conveyance thereof, (e) the damage, destruction, or loss of use of all or any portion of the Property or the injury, illness or death of any person arising from or caused by any environmental or public health and safety condition at, on, under or from the Property, (f) a violation of any Environmental Laws, or (g) non-compliance with any Environmental Permits (collectively, the "Indemnified Matters"). Provided, however that Indemnitors shall not be required to indemnify the Indemnified Parties to the extent that any Indemnified Matter results from the gross negligence or willful misconduct of the Indemnified Parties.
Indemnified Matters. From and after the Closing, the Seller shall indemnify and hold harmless the Buyer Related Parties from and against [***]. 7.5
Indemnified Matters. Tenant, upon notice from any or all of Landlord, Agent or any Superior Party (defined below), shall resist and defend such action or proceeding by counsel reasonably satisfactory to, or selected by, Landlord. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages (actual, but not consequential), penalties, fines, liabilities, losses of every kind and nature (including, without limitation, property damage, diminution in value of Landlord’s interest in the Premises or the Property, damages for the loss or restriction on use of any space or amenity within the Premises or the Property, damages arising from any adverse impact on marketing space in the Property, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, administrative proceedings, costs and fees, including, without limitation, attorneys’ and consultants’ reasonable fees and expenses, and the costs of cleanup, remediation, removal and restoration, that are in any way related to any matter covered by the foregoing indemnity. The provisions of this Section 17.2 shall survive the expiration or termination of this Lease.
Indemnified Matters. Indemnitor shall, jointly and severally, at its sole cost and expense, indemnify, protect and save Seller and Seller's Affiliates harmless against and from any and all damages, losses, liabilities, claims, demands, injuries, deficiencies, judgments, suits, proceedings, and costs or expenses arising therefrom (including, without limitation, reasonable attorneys' fees and disbursements of attorneys that are selected by Seller in its sole discretion) (collectively, "CLAIMS") of any kind or of any nature whatsoever (collectively, the "INDEMNIFIED MATTERS") which may be imposed upon, incurred by or awarded against Seller and arising at any time out of, as a result of, in connection with, or with respect to:
Indemnified Matters. Effective as of the closing under the Merger Agreement, GUI shall indemnify, save and hold VTK, the DSS Cleared Company, PGI and any affiliate of the DSS Cleared Company, harmless from and against any and all Damages incurred in connection with, arising out of, resulting from or incident to:
Indemnified Matters. Guarantor hereby absolutely and unconditionally guarantees to Lender the payment in full of, and shall defend, save harmless and indemnify Lender from and against any and all liens, damages (including, without limitation, punitive or exemplary damages), losses, liabilities (including, without limitation, strict liability), obligations, settlement payments, penalties, fines, assessments, citations, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, and expenses of any kind whatsoever (including reasonable attorneys’, consultants’ and experts’ fees and disbursements actually incurred in investigating, defending, settling or prosecuting any claim or proceeding or enforcing any term of this Guaranty) which may at any time be imposed upon, incurred by or asserted against Lender as a result of the following (collectively, the “Indemnified Matters”):
Indemnified Matters. Borrower is aware that American Family is relying on the warranties and representations contained in the Loan Documents in making the Loan secured by the Security Deed. Borrower agrees to indemnify, defend and hold American Family harmless against any loss, liabilities, costs or fees, including without limitation reasonable attorneys’ and paralegals’ fees and costs, American Family suffers at any time, whether during the term of the Loan or at any time thereafter, as a result of any inaccuracy in any statements certified in the Loan Documents, regardless of whether Borrower or any Guarantor had knowledge thereof. The obligations of Borrower under all indemnifications contained in the Loan Documents shall be the direct obligations of each such party, respectively, in addition to constituting additional Indebtedness, and shall survive satisfaction of the Loan. Any breach of any indemnification contained in the Loan Documents shall constitute an Event of Default.
