Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles. (b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.
Appears in 4 contracts
Sources: Lease Agreement (Atlas Air Inc), Lease Agreement (Atlas Air Inc), Lease Agreement (Atlas Air Inc)
Indemnities. (a) Lessee will pay, and Whether or not the transactions contemplated hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless consummated, the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees Obligors agree to defend, indemnify, pay and hold harmless Lessorthe Loan Agent, Agent and each Lenderthe Lenders, and the their respective Affiliates, officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, controlling Persons (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of outside counsel for such Indemnitees in connection with any investigativeIndemnitees, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, but excluding Taxes) that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease Agreement or the other Transaction Loan Documents or the transactions contemplated hereby or thereby (including including, without limitation Lenders' agreement to make the Loans to Lessor or limitation, the use or intended use of the proceeds of the Loan) or any breach or default by the Borrowers of any provision of the Loans) Loan Documents (collectively called the "Indemnified Liabilities"); provided that Lessee the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise solely from the gross negligence or willful misconduct of that an Indemnitee, (ii) are specifically addressed elsewhere in this Agreement (including, without limitation, Section 2.10, (iii) arise from breaches by an Indemnitee as determined by of any Loan Document to which it is a final judgment party, or (iv) constitute ordinary and usual operating or overhead expenses of a court an Indemnitee (excluding, without limitation, costs and expenses of competent jurisdictionany outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.
Appears in 4 contracts
Sources: Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc)
Indemnities. (a) Lessee will pay, and The Borrower hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay reimburse and hold harmless Lessor, Agent and each Lender, and indemnify the officers, directors, partners, employees, agents and affiliates Letter of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from Credit Issuer for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses or disbursements of whatsoever kind or nature which may be imposed on, asserted against or incurred by the Letter of Credit Issuer in performing its respective duties in any way relating to or arising out of its issuance of Letters of Credit; provided that the Borrower shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Letter of Credit Issuer's gross negligence or willful misconduct. To the extent the Letter of Credit Issuer is not indemnified by the Borrower, the Participants will reimburse and indemnify the Letter of Credit Issuer, in proportion to their respective "percentages" of the Total Commitment, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and or disbursements of any whatsoever kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that which may be imposed on, incurred by, or asserted against any such Indemnitee, or incurred by the Letter of Credit Issuer in performing its respective duties in any manner way relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use its issuance of the proceeds Letters of any of the Loans) (collectively called the "Indemnified Liabilities")Credit; provided that Lessee no Participants shall not have be liable for any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent portion of such Indemnified Liabilities arise solely liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Letter of Credit Issuer's gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themmisconduct.
Appears in 4 contracts
Sources: Credit Agreement (Noble Corp), Credit Agreement (Noble Drilling Corp), Credit Agreement (Noble Drilling Corp)
Indemnities. (a) Lessee will payPurchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and hereby indemnifiesSeller’s and each of their respective officers, on an after-tax basisdirectors, Lessor shareholders, agents, employees, members, partners, contractors subcontractors, and its assigneessuppliers, if any(collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and taxesdisbursements), leviespayments, impostsdemands, dutiesliabilities, charges or withholdingsclaims, together with any actions, proceedings, penalties, fines or interest thereon fines, damages and judgments of any kind and nature whatsoever (any of the foregoing for the purposes of this Section 12 being called a "Tax"other than Taxes) (collectively, “Losses”), which may from time to time be imposed on on, incurred by or asserted against Lessor any Seller Indemnitee from and its assignees, if any, or after the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in Delivery on the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, Delivery Date to the extent relating to or resulting from: arising directly or indirectly out of or in any way connected with (i) the Airframe breach by Purchaser of any representation or any Engine warranty hereunder or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgagingpossession, leasemaintenance, subleasemodification, control, use, storageoperation, maintenancesale, sale leasing or other application or disposition of the Airframe or Spares, the Aircraft, the AFCS, any Engine or Spare Engine; (iii) any rentals Part or component thereof or interest therein, whether by Purchaser or any other earnings therefor person or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgageparty; provided, however, that, there shall be excluded from any indemnification under this Section 12(athat such Losses are not attributable to (a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful wilful misconduct of that a Seller Indemnitee as determined or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a final judgment breach by Seller of a court of competent jurisdiction. To any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent that Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the undertaking relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to defendsuch claim. Notwithstanding any other provision of this Agreement, indemnify, pay the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and hold harmless set forth in the preceding sentence may be unenforceable because it is violative Redelivery of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay AFCS and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themSpares.
Appears in 4 contracts
Sources: Aircraft Purchase Agreement (Erickson Air-Crane Inc), Aircraft Purchase Agreement (Erickson Air-Crane Inc), Aircraft Purchase Agreement (Erickson Air-Crane Inc)
Indemnities. (a) Lessee Transferee will payindemnify Transferor and hold Transferor harmless from any liability, and hereby indemnifiesloss, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges cost or withholdings, together with any penalties, fines or interest thereon expense (any of the foregoing for the purposes of this Section 12 being called a "TaxClaim"), including reasonable attorneys' fees, which may shall result from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe incorrectness of any representation or breach of any Engine warranty of Transferee contained in this Agreement or Spare Engine in any other agreement, instrument, certificate or any part thereof of interest thereinother document delivered by Transferee pursuant hereto; (ii) the manufacturea breach by Transferee of any of its covenants or agreements contained in this Agreement, purchaseany other agreement, ownershipinstrument, mortgaging, lease, sublease, use, storage, maintenance, sale certificate or other disposition of document delivered by Transferee in connection with the Airframe transactions contemplated by this Agreement; or any Engine or Spare Engine; (iii) any rentals Claim or other earnings therefor or arising therefrom or the income or other proceeds received legal proceedings with respect thereto; or (iv) this Lease or to any Containers relating to any period after the Aircraft Chattel Mortgage; providedClosing Date with respect to such Containers. Upon payment of such indemnity, however, that, there Transferee shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition subrogated to the enforceability of indemnitee's rights against any third parties respecting the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing Claims. Anything contained in this Section Agreement to the contrary notwithstanding, Transferee shall require the payment of any Tax so long as not be required to indemnify Transferor if and to the extent that the validity thereof shall be contested in good faith Transferor is indemnified and fully compensated for its claim by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesa third party.
(b) Lessee agrees to defend, indemnify, pay Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless Lessorfrom any claim, Agent and each Lenderincluding reasonable attorneys' fees, and which shall result from (i) the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements incorrectness of any kind representation or nature whatsoever breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other document delivered by Cronos or Transferor pursuant hereto; (including without limitation the reasonable fees and disbursements ii) a breach by Cronos or Transferor of counsel for such Indemnitees any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Cronos or Transferor in connection with the transactions contemplated by this Agreement; or (iii) any investigative, administrative Claim or judicial proceeding, commenced legal proceedings with respect to any Containers (or threatened by any Person, whether part thereof) arising or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of this Lease Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims.
(c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds commencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any Indemnified Liabilities liability hereunder (except to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.Indemnifying Party has suffered actual prejudice
Appears in 4 contracts
Sources: Container Purchase Agreement (Iea Income Fund Vii), Container Purchase Agreement (Iea Income Fund Vii), Container Purchase Agreement (Iea Income Fund Vi)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges Whether or withholdings, together with any penalties, fines or interest thereon (not any of the foregoing for transactions contemplated hereby are consummated, the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there Sellers shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay protect, defend and hold harmless Lessor, Agent the Buyers and each Lender, and the their respective officers, directors, partners, employees, agents and affiliates of Lessoremployees (collectively, Agent the “Indemnitees”) throughout the Pre-Delivery Period from, against and each Lenderin respect of, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, fines, taxes (save for any taxes levied on the Buyers by competent tax authorities in their domicile and by reference to the overall income or assets in general of the Buyers), fees (including but not limited to any vessel registration, tonnage, reasonable legal fees, any fees incurred or to be incurred in registering and maintaining the Buyers as a foreign maritime entity with any registry of ships), claims, actions, judgmentsproceedings, judgement, order or other sanction, lien, salvage, general average, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (disbursements, including without limitation the reasonable legal fees and disbursements expenses, of counsel for such Indemnitees in connection with any investigativewhatsoever kind and nature (collectively, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be the “Expenses”) imposed on, suffered or incurred by, by or asserted against any such Indemnitee, in any manner way relating to to, resulting from or arising out of or in connection with, in each case, directly or indirectly, any one or more of the following:
(i) the delivery (including the Vessel not being delivered on the Scheduled Delivery Date after the Sellers have informed the Buyers of the Scheduled Delivery Date), registration and purchase of the Vessel by the Buyers whether prior to, during or after termination of this Lease Agreement and whether or not the Vessel is in the possession or the control of the Sellers or otherwise in relation to any non-delivery to or acceptance by the Sellers (as bareboat charterers) of the Vessel under the Charter;
(ii) any breach of or failure to perform or observe, or any other non-compliance with, any covenant or agreement or other obligation to be performed by the Sellers under any Transaction Documents Document to which they are a party or the transactions contemplated hereby falsity of any representation or thereby (including without limitation Lenders' agreement warranty of the Sellers in any Transaction Document to make the Loans to Lessor which they are a party or the use occurrence of any MOA Termination Event;
(iii) a failure by an Obligor to pay any amount due under a Transaction Document on its due date; or
(iv) funding, or intended use making arrangements to fund, an amount required to be paid by the Buyers pursuant to a Payment Notice but not made by reason of the proceeds operation of any one or more of the Loans) provisions of this Agreement (collectively called other than by reason of default or negligence of the "Indemnified Liabilities"Buyers); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.
Appears in 4 contracts
Sources: Memorandum of Agreement (Himalaya Shipping Ltd.), Memorandum of Agreement (Himalaya Shipping Ltd.), Memorandum of Agreement (Himalaya Shipping Ltd.)
Indemnities. (a) Lessee Buyer will payindemnify and hold Seller and FSI harmless from any liability, and hereby indemnifiesloss, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges cost or withholdings, together with any penalties, fines or interest thereon expense (any of the foregoing for the purposes of this Section 12 being called a "Tax"“Claim”), including reasonable attorneys’ fees, which may shall result from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe incorrectness of any representation or breach of any Engine warranty of Buyer contained in this Agreement or Spare Engine in any other agreement, instrument, certificate or other document delivered by Buyer pursuant hereto; or (ii) a breach by Buyer of any part thereof of interest thereinits covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Buyer in connection with the transactions contemplated by this Agreement. Upon payment of such indemnity, Buyer shall be subrogated to the indemnitee’s rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Buyer shall not be required to indemnify Seller if and to the extent Seller is indemnified and fully compensated for its Claim by a third party.
(b) FSI and Seller jointly and severally will indemnify and hold Buyer harmless from any Claim, including reasonable attorneys’ fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of FSI or Seller contained in this Agreement or in any certificate or other document delivered by FSI or Seller pursuant hereto; (ii) the manufacturea breach by FSI or Seller of any of its covenants or agreements contained in this Agreement, purchaseany other agreement, ownershipinstrument, mortgaging, lease, sublease, use, storage, maintenance, sale certificate or other disposition of document delivered by FSI or Seller in connection with the Airframe transactions contemplated by this Agreement; or any Engine or Spare Engine; (iii) any rentals Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Seller or other earnings therefor third parties based upon or arising therefrom out of Seller’s ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, FSI or Seller, as the case may be, shall be subrogated to Buyer’s rights against any third parties respecting the Claims.
(c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an “Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of the assertion of any Claim, or the income commencement of any action, suit or other proceeds received proceeding, in respect of which indemnification may be sought hereunder and will give the Indemnifying Party such information with respect theretothereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party may, at its expense, participate in or (iv) this Lease assume the defense of any such action, suit or the Aircraft Chattel Mortgageproceeding involving a third party; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any that such Tax shall be a condition defense is conducted with counsel mutually satisfactory to the enforceability Indemnified Party and the Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with each other regarding the conduct of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings such defense. The Indemnified Party shall have been commenced the right (but not the duty) to foreclose any lien which may have attached as security for participate in the defense thereof, and to employ counsel, at its own expense (except that the Indemnifying Party shall pay the fees and expenses of such Tax, nothing in this Section shall require the payment of any Tax so long as and counsel to the extent the Indemnified Party reasonably concludes that there is a conflict of interest between the validity thereof Indemnified Party and the Indemnifying Party), separate from counsel employed by the Indemnifying Party in any such action. The Indemnifying Party shall be contested liable for the fees and expenses of counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any Claim involving a third party, all the parties hereto shall cooperate in good faith the defense or prosecution thereof and shall furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Sections 21(a) or 21(b) for any settlement effected without its written consent (as contemplated above) for any Claim, litigation or proceeding in respect of which indemnity may be sought hereunder. No Claim for indemnification, except Claims based on (i) a breach of the representations contained in Section 5.07 hereof or (ii) the assessment of taxes, interests or penalties contemplated in Section 7.02 hereof, may be first initiated or asserted by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesany Indemnified Party against any Indemnifying Party after December 31, 2006.
(bd) Lessee agrees to defendEach of the parties (i) acknowledges that under the Lease Agreements the owner of the Containers may be indemnified and insured for various liabilities, indemnify, pay casualties and hold harmless Lessor, Agent and each Lenderlosses, and the officers, directors, partners, employees, agents (ii) agrees that (as between Seller and affiliates of Lessor, Agent and Buyer) each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee party hereto shall be designated as a party entitled to enforce and collect such indemnities and insurance directly from the indemnitor or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities insurer to the extent arising from a loss suffered by such Indemnified Liabilities arise solely from party because of its interest, or prior interest, as owner of the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themContainers.
Appears in 3 contracts
Sources: Container Purchase Agreement (Professional Lease Management Income Fund I LLC), Container Purchase Agreement (PLM Equipment Growth & Income Fund Vii), Container Purchase Agreement (PLM Equipment Growth Fund Vi)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any 12.1 This Clause 12 applies where one of the foregoing for Authorities (“the purposes Indemnified Authority”) incurs direct expenses or is subject to a Claim as a result of the negligent actions or omissions of one or more of the other Authorities or its/their employees or agents (“the Negligent Authority(ies)”) and the Indemnified Authority reasonably settles any such claim or is found liable at law in respect of such a claim having reasonably opted to defend such a Claim.
12.2 In the circumstances outlined in Clause 12.1 the Negligent Authority or Authorities shall indemnify the Indemnified Authority against any such expenses or claims to the extent which such expenses and claims result directly from the negligence of the Negligent Authority or Authorities with the amount indemnified being apportioned according to each one’s share of responsibility where two or more Authorities are Negligent Authorities.
12.3 The Indemnified Authority shall not be entitled under this Section Clause 12 being called to recover from a "Tax")Negligent Authority any loss of income or any indirect or consequential loss suffered by the Indemnified Authority.
12.4 Each Authority agrees:
12.4.1 to notify the others in a timely manner of the details of any Claim; and
12.4.2 if it considers that Clause 12.1 may apply to any Claim to consult with and have reasonable regard to any views expressed by the Negligent Authority(ies) as to the conduct and handling of that Claim and in particular shall not settle dispose or compromise that Claim without the prior written consent of the Negligent Authority(ies) provided that if such consent is unreasonably withheld or delayed the Indemnified Authority may proceed to settle dispose or compromise that Claim if in the reasonable opinion of the Indemnified Authority it is necessary to do so.
12.5 Each Authority agrees to co-operate and provide all such advice, which assistance and information to the other Authorities as may from time to time be imposed on or asserted against Lessor and its assignees, if any, reasonably required in respect of any Claim or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment conduct of any such Tax shall be Claim in a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlestimely manner.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.
Appears in 3 contracts
Sources: Shared Services Agreement, Shared Services Agreement, Shared Services Agreement
Indemnities. (a) Lessee will paynotwithstanding the completion of the transactions contemplated under this Agreement or TECTON’s Investigation, the representations, warranties and hereby indemnifies, on an after-tax basis, Lessor acknowledgements of ENDURANCE contained in this Agreement or any certificates or documents delivered by ENDURANCE pursuant to this Agreement shall survive the Closing and its assignees, if any, from shall continue in full force and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (effect thereafter for the benefit of TECTON. If any of the foregoing for the purposes of this Section 12 being called representations, warranties or acknowledgements given by ENDURANCE is found to be untrue or there is a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment breach of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage covenant or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing agreement in this Section Agreement on the part of ENDURANCE, then ENDURANCE shall require the payment of any Tax so long as indemnify and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold save harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") TECTON from and against any and all liabilitiesliability, obligationsclaims, debts, demands, suits, actions, penalties, fines, losses, damagescosts (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against TECTON by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by TECTON, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by TECTON, directly or indirectly, arising out of any material assessment or reassessment levied upon ENDURANCE for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis) and expenses of any kind whatsoever in respect of the foregoing; and
(b) notwithstanding the completion of the transactions contemplated under this Agreement or any investigation by ENDURANCE, the representations, warranties and acknowledgements of TECTON contained in this Agreement or any certificates or documents delivered by TECTON pursuant to this Agreement shall survive the Closing and shall continue in full force and effect thereafter for the benefit of ENDURANCE. If any of the representations, warranties or acknowledgements given by TECTON is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of TECTON, then TECTON shall indemnify and save harmless ENDURANCE and its Shareholders from and against any and all liability, claims, debts, demands, suits, actions, penalties, actionsfines, judgmentslosses, suitscosts (including legal fees, claimsdisbursements and taxes as charged on a lawyer and own client basis), costs, damages and expenses and disbursements of any kind whatsoever which may be brought or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened made against ENDURANCE by any Personperson, whether firm or not corporation of any such Indemnitee shall be designated as a party kind whatsoever or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that which may be imposed onsuffered or incurred by ENDURANCE, incurred bydirectly or indirectly, or asserted against any such Indemnitee, in any manner relating to or arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this Lease shall include any loss of any kind whatsoever which may be suffered or incurred by ENDURANCE, directly or indirectly, arising out of any material assessment or reassessment levied upon TECTON for tax, interest and/or penalties relating to any period of business operations up to and including the other Transaction Documents or the transactions contemplated hereby or thereby Closing Date and all claims, demands, costs (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use legal fees, disbursements and taxes as charged on a lawyer and own client basis) and expenses of any kind whatsoever in respect of the proceeds foregoing.
(c) With the exception of any claims based on fraud or intentional misrepresentation, the indemnification obligations of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee ENDURANCE shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to exceed the extent simple average closing price for the common shares of TECTON for the 30 trading days preceding the date of issue of Exchange Shares received by such Indemnified Liabilities arise solely Shareholder and shall expire one year from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To Closing Date, and the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees such indemnification obligations shall be accomplished on a pro rata basis among PARTIES involved in any misrepresentation or any breach of themwarranty, acknowledgement, covenant or agreement as to their Exchange Shares issued pursuant to Section 1.1 hereunder.
Appears in 3 contracts
Sources: Share Exchange Agreement (Endurance Exploration Group, Inc.), Share Exchange Agreement (Endurance Exploration Group, Inc.), Share Exchange Agreement (Endurance Exploration Group, Inc.)
Indemnities. (a) Lessee will pay16.1 The delivery of Sales Gas being a continuous process, once the Sales Gas passes the Delivery Point, the Buyer shall be deemed to be in exclusive possession and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any control of the foregoing said Sales Gas and fully liable and responsible for its arrangements, appurtenance and properties. Accordingly the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor Buyer covenants and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defendfully protect, indemnify, pay indemnify and hold harmless Lessorthe Sellers, Agent and each Lender, and the officers, directors, partners, its employees, agents and affiliates successors and permitted assigns harmless against any and all claims, all liabilities, costs, expenses, damages or losses growing out of Lessoror resulting from or incidental to or in connection therewith which may be made or brought against the Sellers whether by the Buyer, Agent its employees, agents or successors and each Lenderpermitted assigns or by third parties on account of damages or injury to property or person or loss of life resulting from or arising out of the installation, (collectively called presence, maintenance or operation of the "Indemnitees") from intake arrangements, appurtenances and properties of the Buyer or other relating to the possession and handling of any Sales Gas supplied and further defend the Sellers at Buyer's sole expense in any litigation involving the Sellers
16.2 Likewise, before the Delivery Point the Sellers shall be in control and exclusive possession of Sales Gas and shall be fully liable and responsible for its arrangements, appurtenances and properties. Accordingly, the Sellers covenant and agree to fully protect, indemnify and hold the Buyer, its employees, agents and successors and permitted assigns harmless against any loss or damage and all claims, demands, actions, suits, proceedings and judgements and any and all liabilities, obligationscost, lossesexpenses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements damages or losses arising out of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees resulting from or incidental to or in connection with any investigativetherewith which may be made or brought against the Buyer whether by the Sellers, administrative its employees, agents or judicial proceeding, commenced successors and permitted assigns or threatened by any Person, whether third parties on account of damage or not any such Indemnitee shall be designated as a party injury to property or a potential party thereto), whether direct, indirect person or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to loss of life resulting from or arising out of this Lease the installation, presence, maintenance or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use operation of the proceeds supply arrangements, appurtenance and properties and Gas metering station of the Sellers and the possession and handling of any of Gas received and further defend the Loans) (collectively called Buyer at Sellers’ sole expense in any litigation involving the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themBuyer.
Appears in 3 contracts
Sources: Gas Sales Contract, Gas Sales Contract, Gas Sales Contract
Indemnities. The Contractor shall indemnify and keep indemnified the Authority against any costs, losses, expenses, claims, liabilities, awards or damages in connection with or as a result of: any claims or proceedings by any Authority Transferring Employee or by their appropriate representative (aas defined in TUPE or any successor Legislation) Lessee will paymade against the Authority at any time arising out of or in connection with any acts or omissions of the Contractor or any Employing Sub-Contractor on or after the Relevant Vesting Day including, without limitation, claims for breach of contract, loss of office, unfair dismissal, redundancy, sex or race discrimination, loss of earnings or otherwise (and hereby indemnifies, on an afterall costs and expenses thereof); the Contractor's or any Employing Sub-tax basis, Lessor and its assignees, if any, from and againstContractor's failure or alleged failure to comply with its/their obligations to inform or consult or both with the Authority Transferring Employees or any other employee of the Contractor or any Employing Sub-Contractor or their employee or trade union representatives pursuant to TUPE or any successor Legislation; any measure or substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in respect of the terms of employment or working conditions of any of the Authority Transferring Employees which is detrimental to any of the Authority Transferring Employees; any measure or substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in respect of the terms of employment or working conditions of any Expected Authority Employee, any person who would been an Authority Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of any such changes; a change in the identity of the employer of all or any of the Authority Transferring Employees where that change is a significant change and to the detriment of all fees or any of the Authority Transferring Employees; a change in the identity of the employer of any Expected Authority Employee, any person who would been an Authority Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of the change of employer; the Contractor's failure to procure any Employing Sub-Contractor's compliance with paragraph 2.5 (Transfer of Employees from the Authority); or any breach by the Contractor of its undertakings under paragraphs 2.1 to 2.4 (Transfer of Employees from the Authority). Subject to paragraph 2.17 (Transfer of Employees from a Previous Contractor) the Contractor shall on the Relevant Vesting Day become the employer of the Previous Contractor Transferring Employees and taxeswhether or not by virtue of TUPE, leviesany successor Legislation or as a term of this Contract, impostsall of the Previous Contractor's rights, duties, charges powers, liabilities and obligations in respect of any contract of employment with the Previous Contractor Transferring Employees still in force immediately before the Relevant Vesting Day (including but not limited to collective agreements with recognised unions) shall transfer to the Contractor and the Contractor shall comply with all the requirements and obligations which TUPE, or withholdingsany successor Legislation or any Employment Codes of Practice or other relevant Government guidance imposes on a transferee both before and after a Relevant Transfer whether or not as a matter of law TUPE or any successor Legislation applies. Save in relation to any benefit under the Scheme or any other occupational pension scheme (as applicable) for old age, invalidity or survivors, the Contractor shall treat the date of commencement of continuous employment of the Previous Contractor Transferring Employees with the Previous Contractor as the date of commencement of continuous employment with the Contractor. The Authority shall use reasonable endeavours to ensure that all salaries and other emoluments (but excluding leave entitlement) including tax and national insurance payments, contributions to retirement benefit schemes, allowances, expenses and bonus and commission payments relating to the Previous Contractor Transferring Employees and appertaining to the period up to the Relevant Vesting Day shall be borne by the Previous Contractor. All salaries and other emoluments relating to the Previous Contractor Transferring Employees and appertaining to the period from and including the Relevant Vesting Day shall be borne by the Contractor. No later than three (3) months after the Relevant Vesting Day, the Contractor shall pay to any Previous Contractor a sum equal to the outstanding balance on the Relevant Vesting Day of any loan, salary, advance or other indebtedness of any Previous Contractor Transferring Employee due to the Previous Contractor immediately prior to the Relevant Vesting Day, and it is hereby declared that the rights and liabilities in respect of such loans, salary, advances or indebtedness transfer from the Previous Contractor to the Contractor on the Relevant Vesting Day. If the Previous Contractor Transferring Employees or any of them transfer to any Employing Sub-Contractor by virtue of the operation of TUPE, any successor Legislation or otherwise, the Contractor shall procure that such employer of the Previous Contractor Transferring Employees shall comply with and discharge the obligations of the Contractor set out in paragraph 2.13 to 2.16 (Transfer of Employees from a Previous Contractor). No less than one (1) month prior to the Relevant Vesting Day, the Authority shall provide the Contractor with the information listed in Part 2 of Appendix 2 (Employee Information) of this Schedule 7 (TUPE, Employees and Pensions) together with any penalties, fines or interest thereon (any the Employee Liability Information in respect of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and Previous Contractor Transferring Employees to the extent that such information and Employee Liability information has been provided to the validity thereof Authority by the Previous Contractor. The Authority shall be contested provide the Contractor with any update to the information provided under paragraph 2.18 (Transfer of Employees from a Previous Contractor) as soon as is reasonably practicable to the extent that updates have been provided to the Authority by the Previous Contractor. The Authority does not warrant the accuracy of the information provided under paragraph 2.18 (Transfer of Employees from a Previous Contractor) or as updated. Save in good faith by appropriate legal proceedings promptly instituted relation to any benefit under the Scheme for old age, invalidity or survivors, but subject to paragraph 3 (Pensions), the Contractor shall indemnify and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and keep indemnified the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and Authority against any and all liabilities, obligationscosts, losses, damages, penalties, actions, judgments, suitsexpenses, claims, costsliabilities, expenses and disbursements awards or damages in connection with or as a result of: any claims or proceedings by any Previous Contractor Transferring Employees or by their appropriate representative (as defined in TUPE or any successor Legislation) made against the Authority at any time arising out of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative acts or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use omissions of the proceeds Contractor or any Employing Sub-Contractor on or after the Relevant Vesting Day including, without limitation, claims for breach of contract, loss of office, unfair dismissal, redundancy, sex or race discrimination, loss of earnings or otherwise (and all costs and expenses thereof); the Contractor's or any Employing Sub-Contractor's failure or alleged failure to comply with its/their obligations to inform or consult or both with the Previous Contractor Transferring Employees or any other employee of the Contractor or any Employing Sub-Contractor or their employee or trade union representatives pursuant to TUPE or any successor Legislation; any measure or substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in respect of the terms of employment or working conditions of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation Previous Contractor Transferring Employees which is detrimental to any Indemnitee hereunder with of the Previous Contractor Transferring Employees; any measure or substantial change made or proposed to be made by the Contractor or any Employing Sub-Contractor in respect of the terms of employment or working conditions of any person who would have been a Previous Contractor Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by changes; a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth change in the preceding sentence may be unenforceable because it is violative identity of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction employer of all Indemnified Liabilities incurred by the Indemnitees or any of themthe Previous Contractor Transferring Employees where that change is a significant change and to the detriment of all or any of the Previous Contractor Transferring Employees; a change in the identity of the employer of any person who would have been a Previous Contractor Transferring Employee and/or any person who would have transferred under TUPE and/or this Contract but for their resignation or decision to treat their employment as terminated under Regulation 4(9) of TUPE on or before the Relevant Vesting Day as a result of the change of employer; the Contractor's failure to procure any Employing Sub-Contractor's compliance with paragraph 2.17 (Transfer of Employees from a Previous Contractor); or any breach by the Contractor of its undertakings under paragraphs 2.13 to 2.16 (Transfer of Employees from a Previous Contractor).
Appears in 3 contracts
Sources: Contract for the Provision of Education Services, Contract for the Provision of Education Services, Contract for the Provision of Education Services
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee The Borrower agrees to defend, indemnifyprotect, pay indemnify and hold harmless Lessor, Agent the Lender and each Lender, of its Affiliates and the officers, each of its and its Affiliates' directors, partnersofficers and employees (collectively, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "IndemniteesIdemnitees") from and against any and all liabilities, obligations, losseslosses (other than loss of profits), damages, penalties, fees, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including excluding any taxes and including, without limitation limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee Indemnitees shall be designated as a party or a potential party thereto), whether direct, indirect or consequential which any of them may incur and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or reasonably pay arising out of or relating to this Lease Agreement or the other Transaction Documents Note or any of the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use direct or intended use indirect application or proposed application of the proceeds of any of Advance, provided, however, the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee Borrower shall not have any no obligation to any an Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise matter caused solely by or resulting solely from the willful misconduct or gross negligence of such Indemnitee. The Borrower, upon demand by the Lender, shall reimburse each Indemnitee for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing except if the same is directly due to the willful misconduct or gross negligence of that Indemnitee as determined by a final judgment of a court of competent jurisdictionsuch Indemnitee. To the extent that If the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence this Section 6.04 may be unenforceable because it is violative of any law or public policy, Lessee the Borrower shall contribute the maximum portion that which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all Indemnified Liabilities liabilities, obligations, losses, damages, penalties, fees, actions, judgments, suits, claims, costs, expenses or disbursements incurred by the Indemnitees or any of themIndemnitee.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Moneygram Payment Systems Inc), Revolving Credit Agreement (Moneygram Payment Systems Inc), Revolving Credit Agreement (Moneygram Payment Systems Inc)
Indemnities. (a) Lessee will paySELLER shall release, and hereby indemnifiesprotect, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold harmless LessorBUYER and its parent, Agent subsidiary and each Lenderaffiliated companies, BUYER’s other contractors and the subcontractors of all tiers and its and all of their respective officers, directors, partnersmembers, employees, agents agents, invitees, assignees, representatives and affiliates the subrogees of Lessor, Agent all said parties (referred to as “BUYER GROUP”) and each Lender, (collectively called the "Indemnitees") CLIENT from and against any and all liabilitiesloss, obligationscost, lossesclaim, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating obligation to or indemnify another arising out of this Lease these T&C or the other Transaction Documents of any PO issued pursuant hereto, suit, judgment, subrogation action, award or the transactions contemplated hereby or thereby damage (including without limitation Lenders' agreement reasonable attorney’s fees) in any case of illness, injury or death to make SELLER and its parent, subsidiary and affiliated companies, SELLER’s subcontractors and vendors of all tiers and its and all of their respective officers, directors, members, employees, invitees, permitted assignees, representatives and the Loans subrogees of all said parties (referred to Lessor as “SELLER GROUP”) and in any case of loss or damage to any member of SELLER GROUP’s property arising out or relating to the use or intended use provision of the proceeds of any of the Loans) GOODS and/or SERVICES furnished under these T&C and REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY ANY MEMBER OF BUYER GROUP'S OR THE CLIENT'S NEGLIGENCE (collectively called the "Indemnified Liabilities"INCLUDING ACTIVE, PASSIVE, SOLE, JOINT OR CONCURRENT NEGLIGENCE); provided that Lessee , THE UNSEAWORTHINESS OF ANY VESSEL, THE BUYER shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to release, protect, defend, indemnify, pay indemnify and hold harmless set forth all members of SELLER GROUP from and against any loss, cost, claim, obligation to indemnify another arising out of these T&C, suit, judgment, subrogation action, award or damage (including reasonable attorney's fees) in any case of Illness, injury or death to any member of BUYER GROUP and in any case or loss or damage to any member of BUYER GROUP’S property arising out or relating to the provision of the Goods furnished under these T&C and REGARDLESS OF WHETHER CAUSED OR BROUGHT ABOUT BY ANY MEMBER OF SELLER GROUP’S NEGLIGENCE (INCLUDING ACTIVE, PASSIVE, SOLE, JOINT OR CONCURRENT NEGLIGENCE), THE UNSEAWORTHINESS OF ANY VESSEL, THE UNAIRWORTHINESS OF ANY AIRCRAFT OR ANY OTHER THEORY OF LEGAL LIABILITY, INCLUDING BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY AND INCLUDING PRE-EXISTING CONDITIONS. Notwithstanding the foregoing, SELLER shall be liable in any case of loss or damage to property and in any case of injury or death to any person where such loss, damage, injury or death is caused or contributed to by any defect in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themGOODS furnished.
Appears in 3 contracts
Sources: General Terms and Conditions for Goods and Services, General Terms and Conditions for Goods and Services, General Terms and Conditions for Purchase
Indemnities. 2.7.1. The Employer shall indemnify the Contractor from and against all losses, costs, claims, demands, actions, fines, penalties, liabilities and expenses (a) Lessee will payincluding legal expenses), which the Contractor shall take all reasonable steps to mitigate, in connection with or as a result of any claim or demand by any Relevant Employee arising out of the employment of any Relevant Employee provided that this arises from any act, negligence, fault or omission of the Employer in relation to any Relevant Employee prior to the date of the Relevant Transfer and hereby indemnifiesany such claim is not in connection with the Relevant Transfer.
2.7.2. The Contractor shall indemnify the Employer from and against all losses, costs, claims, demands, actions, fines, penalties, liabilities and expenses (including legal expenses), which the Contractor shall take all reasonable steps to mitigate, in connection with or as a result of any claim or demand by any Relevant Employee arising out of the employment of or termination of the employment of any Relevant Employee provided that this arises from any act, negligence, fault or omission of the Contractor in relation to any Relevant Employee, on an after-tax basis, Lessor or after the date of the Relevant Transfer.
2.7.3. The Contractor shall indemnify and its assignees, if any, hold harmless the Employer from and againstagainst all losses, any and all fees and taxescosts, leviesclaims, impostsdemands, dutiesactions, charges or withholdingsfines, together with any penalties, fines awards, liabilities and expenses (including legal expenses) which the Employer shall take all reasonable steps to mitigate, in connection with or interest thereon as a result of any claim by any trade union or staff association or employee representative (whether or not recognised by the Contractor in respect of all or any of the foregoing for Relevant Employees) arising from or connected with any failure by the purposes of this Section 12 being called a "Tax"), which may from time Contractor to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or comply with any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government legal obligation to such trade union staff associated or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition employee representative whether under Regulation 13 of the Airframe Regulations, under the Directive or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; providedotherwise and, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of whether any such Tax shall be a condition to claim arises or has its origin before or after the enforceability date of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesRelevant Transfer.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and 2.7.4. The Contractor shall indemnify the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") Employer from and against any and all liabilities, obligations, losses, damagescosts, claims, demands, actions, fines, penalties, actionsawards, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever (including without limitation legal expenses) which the Employer shall take all reasonable fees and disbursements of counsel for such Indemnitees steps to mitigate, in connection with or as a result of any investigative, administrative or judicial proceeding, commenced or threatened claim by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, Relevant Employee that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use identity of the proceeds of Contractor or Subcontractor is to that Relevant Employee's detriment or that the terms and conditions to be provided by the Contractor or any Subcontractor or any proposed measures of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees Contractor or any of themSubcontractor are to that employee's detriment whether such claim arises before or after the Transfer Date.
Appears in 3 contracts
Sources: Nec Term Service Contract, Nec Term Service Contract, Nec Term Service Contract
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee The Corporation agrees to defend, indemnify, pay indemnify and hold harmless Lessor, each Agent and each Lender, and the officersits respective affiliates, directors, officers, partners, agents, employees, agents advisors, shareholders, successors and affiliates assigns of Lessor, Agent and each Lender, the Agents (collectively called hereinafter referred to as the "Indemnitees"“Personnel”) from and against any and all liabilitiesexpenses, obligationslosses (other than loss of profits), losses, damages, penaltiesclaims, actions, judgmentssuits, proceedings, court costs, contingencies, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, claimsproceedings or claims and costs of investigation) , costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements expenses of its counsel for that may be incurred in advising with respect to and/or defending any claim (including, without limitation, securityholder or derivative actions, arbitration proceedings or otherwise) that may be made or threatened against the Agents and/or the Personnel, to which the Agents and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise, insofar as such Indemnitees expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon (a) the performance of professional services rendered to the Corporation by the Agents and their Personnel hereunder (b) any untrue statement or alleged untrue statement of a material fact contained in the U.S. Preliminary Prospectus, U.S. Final Prospectus, U.S. Registration Statement, or Blue Sky Registrations used to offer securities of the Corporation in a transaction subject to the engagement as such materials may be amended or supplemented (and including but not limited to any documents deemed to be incorporated therein by reference) (collectively, the “Offering Materials”), or any omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (c) otherwise in connection with the matters referred to in this Agreement, whether performed before or after the Corporation’s execution of this Agreement, together with any expenses, losses, claims, damages or liabilities that are incurred in enforcing this indemnity. In addition, the Corporation shall indemnify and save harmless the Agents from any and all losses or expenses relating to sales to investors on the President’s List and investors that are Company Purchasers.
(b) Notwithstanding anything to the contrary contained herein, the indemnity contemplated in this Section 13 shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(i) the Agents or its Personnel have been grossly negligent or committed any fraudulent act or acted in wilful misconduct in the course of the performance of professional services rendered to the Corporation by the Agents and/or their Personnel or otherwise in connection with the matters referred to in this Agreement; and
(ii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were caused by the gross negligence, fraudulent act or wilful misconduct referred to in Section 13(b)(i).
(c) If for any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations reason (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or other than the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds occurrence of any of the Loansevents itemized in Sections 13(b)(i) and (collectively called ii) above), the "Indemnified Liabilities")indemnification contemplated in this Section 13 is unavailable to the Agents or insufficient to hold them harmless, then the Corporation shall contribute to the amount paid or payable by the Agents as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Corporation on the one hand and the Agents on the other hand but also the relative fault of the Corporation and the Agents, as well as any relevant equitable considerations; provided that Lessee the Corporation shall, in any event, contribute to the amount paid or payable by the Agents as a result of such expense, loss, claim, damage or liability, any excess of such amount over the amount of the Agents’ Fee received by the Agents hereunder pursuant to this Agreement.
(d) The Corporation agrees that in case any legal proceeding shall be brought against the Corporation and/or the Agents by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such entity shall investigate the Corporation and/or the Agents and any Personnel of the Agents shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Agents, the Agents shall have the right to employ one firm of its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable and documented costs (including an amount to reimburse the Agents for time spent by its Personnel in connection therewith) and out-of-pocket expenses incurred by its Personnel in connection therewith shall, be paid by the Corporation as they occur.
(e) Promptly after receipt of notice of the commencement of any legal proceeding against the Agents or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Agents will notify the Corporation in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Corporation, will keep the Corporation advised of the progress thereof and will discuss with the Corporation all significant actions proposed. The omission so to notify the Corporation shall not relieve the Corporation of any liability which the Corporation may have to the Agents except only to the extent that any such delay in giving or failure to give notice as herein required materially prejudices the defence of such action, suit, proceeding, claim or investigation or results in any material increase in the liability which the Corporation would otherwise have under this indemnity had the Agents not so delayed in giving or failed to give the notice required hereunder.
(f) The Corporation shall be entitled, within 14 days after the receipt of the notice, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence thereof, provided such defence is conducted by experienced and competent counsel. If the Corporation undertakes, conducts and controls the settlement or defences, the relevant Personnel shall have the right to participate in such settlement or defence. Upon the Corporation notifying the Agents in writing of its election to assume the defence and retaining counsel, the Corporation shall not be liable to the Agents for any legal expenses subsequently incurred by it in connection with such defence. If such defence is assumed by the Corporation, the Corporation throughout the course thereof will provide copies of all relevant documentation to the Agents, will keep the Agents advised of the progress thereof and will discuss with the Agents all significant actions proposed.
(g) Notwithstanding Section 13(f), the Agents shall have the right, at the Corporation’s expense, to employ counsel of such Agents’ choice, in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized by the Corporation; or (ii) the Corporation has not assumed the defence and employed counsel therefor within a reasonable time after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Corporation or the Agents have advised the Agents that representation of both parties by the same counsel would be inappropriate for any reason, including without limitation, because there may be legal defences available to the Agents or to any of the Agents, which are different from or in addition to those available to the Corporation (in which event and to that extent, the Corporation shall not have the right to assume or direct the defence on the Agents’ behalf) or that there is an actual or potential conflict of interest between the Corporation and the Agents or between the Agents or the subject matter of the action, suit, proceeding, claim or investigation may not fall within the indemnity set forth herein (in either of which events the Corporation shall not have the right to assume or direct the defence on the Agents’ behalf).
(h) No admission of liability and no settlement of any obligation action, suit, proceeding, claim or investigation shall be made without the consent of the Agents. No admission of liability shall be made and the Corporation shall not be liable for any settlement of any action, suit, proceeding, claim or investigation made without its consent.
(i) The indemnity and contribution obligations of the Corporation shall be in addition to any Indemnitee hereunder with respect to any Indemnified Liabilities liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to the extent such Indemnified Liabilities arise solely from Personnel of the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To Agents and shall be binding upon and enure to the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative benefit of any law or public policysuccessors, Lessee assigns, heirs and personal representatives of the Corporation, the Agents and any of the Personnel of the Agents. The foregoing provisions shall contribute survive the maximum portion that it is permitted to pay and satisfy completion of professional services rendered under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees this Agreement or any termination of themthis Agreement.
Appears in 3 contracts
Sources: Agency Agreement (Bunker Hill Mining Corp.), Agency Agreement (Bunker Hill Mining Corp.), Agency Agreement (Bunker Hill Mining Corp.)
Indemnities. (a) Lessee will payThe Tenant agrees to occupy, use and keep the Demised Premises at the risk of the Tenant and hereby indemnifies, releases the Landlord to the full extent permitted by law in the absence of any negligence on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any the part of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if anyLandlord, or the Airframe its servants or agents from all claims and demands of every kind in respect of or resulting from any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority accident injury occurring in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom Mall or the income or other proceeds received with respect thereto; or (iv) this Lease or Demised Premises and the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless Tenant expressly agrees that in the payment absence of any such Tax negligence as aforesaid the Landlord shall be a condition have no responsibility or liability for any loss, damages or injury suffered by the Tenant (whether to the enforceability or in respect of the Aircraft Chattel Mortgage Tenant’s person or property or the perfection of business conducted by the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached Tenant) as security for such Tax, nothing in this Section shall require the payment a result of any Tax so long as breakage, leakage, accident or event occurring in the Mall or the Demised Premises.
(b) The Tenant does and shall hereby indemnify and hold harmless the Landlord from and against all actions, claims, demands, loss, damages, costs and expenses for which the Landlord shall or may be or become liable in respect of and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.they arise from:-
(bi) Lessee agrees to defendthe negligent use, indemnifymisuse, pay waste or abuse by the Tenant or any servant, agent, customer or invitee or any other person claiming through or under the Tenant of the water, gas, electricity, oil, lighting and hold harmless Lessor, Agent other services and each Lender, facilities and appurtenances of the officers, directors, partners, employees, agents and affiliates Demised Premises or the Mall;
(ii) overflow or leakage of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever water (including without limitation rain water) in or from the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative Demised Premises but having originated within the Demised Premises or judicial proceeding, commenced caused or threatened contributed by any Personact or omission on the part of the Tenant and its servants, whether agents, subtenants or not other persons as aforesaid;
(iii) loss, damages or injury from any such Indemnitee shall be designated as a party cause whatsoever to property or a potential party thereto), whether direct, indirect person caused or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating contributed to or arising out of this Lease or by the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds Demised Premises by the Tenant or any servant, agent, subtenant, customer, invitee or other person as aforesaid;
(iv) loss, damages or injury from any cause whatsoever to property or person within or outside the Demised Premises to the Mall occasioned or contributed to by any act, omission, neglect, breach or default of the Tenant or any servant, agent, contractor or subcontractor or subtenant or other person as aforesaid;
(v) any breach or non observance by the Tenant of the covenants conditions or other provisions of this Agreement or any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee matters which this tenancy is subject. The indemnity hereby given shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to be wholly or partially negated or defeated by reason of the extent such Indemnified Liabilities arise solely from state or condition of the gross negligence Demised Premises or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themMall.
Appears in 3 contracts
Sources: Tenancy Agreement (Agroz Inc.), Tenancy Agreement (Agroz Inc.), Tenancy Agreement (Agroz Inc.)
Indemnities. (a) Lessee will payFantex shall indemnify, defend and hold harmless Holdings and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and hereby indemnifies, on an after-tax basis, Lessor each of the successors and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (assigns of any of the foregoing for (the purposes of this Section 12 being called a "Tax"“Holdings Indemnified Parties”), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationscosts and expenses, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses causes of action and disbursements of any kind or nature whatsoever liabilities (including without limitation the reasonable fees attorneys’ fees, disbursements and disbursements expenses of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened litigation) incurred by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against the Holdings Indemnified Parties (other than as to any such Indemniteeclaim brought by Fantex against Holdings) arising from, relating to, or in any manner relating way connected with (i) Fantex’s breach of its obligations under this Agreement, except to the extent that such shall be caused by the wilful misconduct, gross negligence or arising out bad faith of Holdings, or (ii) any act or omission by Fantex which is in violation of any provision of this Lease Agreement or the other Transaction Documents any applicable laws or the transactions contemplated hereby or thereby regulations.
(including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use b) Holdings shall indemnify, defend and hold harmless Fantex and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the proceeds successors and assigns of any of the Loansforegoing (the “Fantex Indemnified Parties”), from and against any and all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys’ fees, disbursements and expenses of litigation) incurred by or asserted against the Fantex Indemnified Parties (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation other than as to any Indemnitee hereunder claim brought by Holdings against Fantex) arising from, relating to, or in any way connected with respect to any Indemnified Liabilities (i) Holdings’ breach of its obligations under this Agreement, except to the extent that such Indemnified Liabilities arise solely from shall be caused by the wilful misconduct, gross negligence or willful misconduct bad faith of that Indemnitee as determined Fantex, or (ii) any act or omission by a final judgment Holdings which is in violation of a court any provision of competent jurisdictionthis Agreement or any applicable laws or regulations.
(c) Each party claiming indemnity shall promptly provide the other party with written notice of any claim, action or demand for which indemnity is claimed. To The indemnifying party shall be entitled to control the extent defense of any action, provided that the undertaking to defend, indemnify, pay and hold harmless set forth indemnified party may participate in any such action with counsel of its choice at its own expense. The indemnified party shall provide reasonable cooperation in the preceding sentence defense as the indemnifying party may be unenforceable because it is violative request and at the indemnifying party’s expense. No indemnifying party may settle a claim against an indemnified party without the prior written consent of any law such indemnified party or public policya complete release of claims against the indemnified party.
(d) EXCEPT IN CONNECTION WITH (I) ANY ACT OF FRAUD OR INTENTIONAL WRONG-DOING BY A PARTY, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them(II) ANY CLAIM THAT IS SUBJECT TO INDEMNIFICATION UNDER SECTION 7, OR (III) ANY CLAIM THAT ARISES OUT OF A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATING TO, ARISING FROM OR UNDER, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
Appears in 3 contracts
Sources: Management Agreement (Fantex, Inc.), Management Agreement (Fantex, Inc.), Administrative Services Agreement (Fantex, Inc.)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of Subject to the foregoing for the purposes other provisions of this Section 12 being called a "Tax")7, which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee Shareholder agrees to defend, indemnify, pay and hold harmless LessorBuyer, Agent its successors and each Lenderassigns, and the its respective officers, directors, partners, employeesshareholders, agents and affiliates of Lessoremployees, Agent and each Lender, (collectively called the "Indemnitees") harmless from and against against, and promptly reimburse them for any and all losses, expenses, damages, deficiencies, liabilities, payments, penalties, litigation, demands, defenses, judgments, proceedings, costs, obligations, losses, damages, penalties, actions, judgments, suits, claims, settlement costs, expenses and disbursements attorneys', accountants' and other professional advisors' fees (including costs of investigation and preparation) of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees collectively, "Losses"), directly or indirectly arising out of, resulting from, relating to or in connection with any investigativebreach of, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byinaccuracy in, or asserted nonperformance of, any representation, warranty, covenant, or agreement of (i) Gladstone contained in the Merger Agreement or (ii) Shareholder contained in this Agreement. Shareholder is considered a direct indemnitor of Buyer and in no event shall Buyer be required to pursue any indemnity claim hereby against Gladstone or any such Indemnitee, in any manner relating other indemnitor.
(b) Subject to or arising out the other provisions of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking Section 7, Buyer agrees to defend, indemnify, pay and hold Shareholder, her heirs, successors, assigns and agents, harmless set forth from and against, and promptly reimburse her for, any and all Losses directly or indirectly arising out of, resulting from, relating to or in connection with any breach of, inaccuracy in, or nonperformance of, any representation, warranty, covenant, or agreement of Buyer contained in this Agreement or the Merger Agreement.
(c) Anything herein to the contrary notwithstanding, for purposes of the indemnity of Buyer by the Shareholder provided for in subsection (a) of this Section 7: (i) as to the Shareholder together with all of the other Gladstone shareholders executing an agreement similar to this Agreement combined (collectively the "Gladstone Shareholders"), the aggregate of all Losses that may be recovered against the Gladstone Shareholders pursuant to Section 7(a), together with all Losses that may be recovered against Gladstone under or pursuant to the Merger Agreement, shall not exceed $1,400,000 and such indemnity by the Gladstone Shareholders shall be applicable only to the extent the aggregate of all Losses exceed the sum of $100,000 (ii) the representations, warranties, covenants and agreements (other than those in Section 6, 7 (to the extent only that a claim for indemnity has been asserted by Buyer, by notice to the Shareholder prior to the first anniversary of the Closing Date), 8 and 10 through 21) of the Shareholder contained in this Agreement shall not survive past the first anniversary of the Closing Date; and (iii) the indemnity provided in subsection (a) of this Section 7, as hereinabove limited, shall be the sole remedy of Buyer against the Shareholder with respect to any breach, inaccuracy or nonperformance of any representation, warranty, covenant or agreement of the Shareholder contained in this Agreement, subject to Section 10 hereof.
(d) Anything herein to the contrary notwithstanding, for purposes of the indemnity of Shareholder by Buyer provided for in subsection (b) of this Section 7: (i) as to all Gladstone Shareholders the aggregate of all Losses that may be recovered by the Gladstone Shareholders collectively pursuant to Section 7(b) shall not exceed $1,400,000, together with all Losses that may be recovered against Buyer under or pursuant to the Merger Agreement, and such indemnity by Buyer shall be applicable only to the extent the aggregate of all Losses exceed $100,000; (ii) the representations, warranties, covenants and agreements (other than those in Sections 6, 7 (to the extent only that a claim for indemnity has been asserted by a Shareholder, by notice to Buyer prior to the first anniversary of the Closing Date), 8, 9 and 10 through 21), of Buyer contained in this Agreement shall not survive past the first anniversary of the Closing Date; and (iii) the indemnity provided in subsection (b) of this Section 7, as hereinabove limited, shall be the sole remedy of Shareholder against Buyer with respect to any breach, inaccuracy or nonperformance of any representation, warranty, covenant or agreement of Buyer contained in this Agreement, subject to Section 9 hereof.
(e) The defense of any indemnity claimed herein shall be governed as follows:
(i) If any of the persons entitled to indemnification hereunder (the "Indemnitee") receives notice of any claim or commencement of any action or proceeding (an "Asserted Liability") with respect to which another person (the Indemnitor") is obligated to provide indemnification pursuant to this Section 7, the Indemnitee shall promptly notify the Indemnitor, describing the Asserted Liability in reasonable detail and indicating the amount (which may be estimated) of the loss, expense, damage, liability, or obligation that has been or may be asserted by the Indemnitee against the Indemnitor.
(ii) The failure of the Indemnitee to give such notice shall not result in a loss of the Indemnitee's right to indemnification under this Section 7 unless such failure prejudices the Indemnitor's ability to defend against the Asserted Liability.
(iii) No settlement or compromise of an Asserted Liability may be made by the Indemnitee without the written consent of the Indemnitor.
(iv) If the Indemnitor so elects, the Indemnitor, at the Indemnitor's expense, shall assume the defense of the Asserted Liability and shall have the right to settle or compromise the same, except that if the Indemnitee (upon the advice of counsel) reasonably objects to such assumption on the ground that there may be legal defenses available to the Indemnitee that are different from or in addition to those available to the Indemnitor, then the Indemnitee shall have the right to employ separate counsel approved by the Indemnitor.
(v) If the Indemnitor assumes the defense of the Asserted Liability, the Indemnitor shall not be liable for the fees and expenses of the Indemnitee's counsel incurred thereafter in connection with the Asserted Liability.
(vi) In no event shall the Indemnitor be liable for the fees and expenses of more than one counsel for any, some or all Indemnities in any one action or separate but similar or related actions in the preceding sentence may be unenforceable because it is violative same jurisdiction arising out of the same general allegations or circumstances, unless in the reasonable opinion of such counsel, there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themtwo Indemnitees.
(f) THE INDEMNIFICATION PROVIDED IN THIS SECTION 7 SHALL BE APPLICABLE WHETHER OR NOT ANY NEGLIGENCE OF THE INDEMNITEE IS ALLEGED OR PROVEN. INDEMNITEE SHALL TAKE REASONABLE ACTIONS TO MITIGATE ANY DAMAGES UPON BECOMING AWARE OF ANY EVENT GIVING RISE TO A BREACH ON THE PART OF THE INDEMNITOR.
Appears in 3 contracts
Sources: Shareholder Agreement (Exco Resources Inc), Shareholder Agreement (Exco Resources Inc), Shareholder Agreement (Exco Resources Inc)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and a. SRIC agrees at its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees expense to defend, indemnify, pay indemnify and hold harmless LessorICARUS, Agent and each Lender, and the its respective officers, directors, partners, employees, and agents and affiliates of Lessor(collectively, Agent and each Lender, (collectively called the "ICARUS Indemnitees") from and against any and all liabilities, obligations, losses, damages, penaltiesliabilities, actions, judgments, suits, costs and expenses (including reasonable attorneys' fees) arising out of any claims, costssuits or proceedings, expenses whatever their nature and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwisehowever arising, that may be imposed onbrought or made against any ICARUS Indemnitee (i) by reason of SRIC's material breach, incurred bydefault, performance, or asserted nonperformance of this Agreement or by reason of SRIC's material breach of any representation or warranty contained herein (including the representations and warranties made in Section 1l(a)); or (ii) for any personal injury, product liability or other claim arising from SRIC's performance under this Agreement; provided, that (i) ICARUS notifies SRIC in writing within thirty (30) days of knowledge of the claim; (ii) SRIC has sole control of the defense and all settlement negotiations and the terms and conditions of any final settlement; and (iii) ICARUS provides SRIC with the assistance, information and authority necessary to perform SRIC's obligations under this Section. SRIC will reimburse the reasonable out-of-pocket expenses incurred by ICARUS in providing such assistance. SRIC's LIABILITY TO ICARUS UNDER THIS SECTION 12(a) SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY CONTAINED IN SECTION 13.
b. ICARUS agrees at its expense to defend, indemnify and hold harmless SRIC its respective officers, directors, employees, and agents (collectively, "SRIC Indemnitees") from and against any such Indemniteeall losses, in any manner relating to or damages, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of any claims, suits or proceedings, whatever their nature and however arising, that may be brought or made against any SRIC Indemnitee (i) by reason of ICARUS' material breach, default, performance, or nonperformance of this Lease Agreement or the other Transaction Documents by reason of ICARUS' material breach of any representation or the transactions contemplated hereby or thereby warranty contained herein (including without limitation Lendersthe representations and warranties made in Section 1l(b)); or (ii) for any personal injury, product liability or other claim arising from ICARUS' agreement to make the Loans to Lessor or the use or intended use performance under this Agreement; provided, that (i) SRIC notifies ICARUS in writing within thirty (30) days of knowledge of the proceeds claim; (ii) ICARUS has sole control of the defense and all settlement negotiations and the terms and conditions of any of final settlement; and (iii) SRIC provides ICARUS with the Loans) (collectively called assistance, information and authority necessary to perform ICARUS' obligations under this Section. ICARUS will reimburse the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities reasonable out-of-pocket expenses incurred by the Indemnitees or any of themSRIC in providing such assistance. ICARUS' LIABILITY TO SRIC UNDER THIS SECTION 12(b) SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY CONTAINED IN SECTION 13.
Appears in 2 contracts
Sources: Marketing and Product Development Agreement (Icarus International Inc), Marketing and Product Development Agreement (Icarus International Inc)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any Subject to the limitations of the foregoing for Act, the purposes of this Section 12 being called a "Tax")Company shall indemnify, which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay save and hold harmless Lessoreach Member, Agent and each Lender, member of the Management Committee and the officersManager (individually and collectively, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitee or Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, third party claims, costsloss, expenses cost, expense, damage or liability (including but not limited to legal fees and disbursements other expenses) arising as a result of any kind act or nature whatsoever (including without limitation the reasonable fees and disbursements omission, except for willful misconduct or gross negligence, of counsel for such Indemnitee or Indemnitees believed by such Indemnitee or Indemnitees in connection good faith to be within the scope of authority conferred in accordance with any investigativethe Agreement.
(a) The rights granted pursuant to this Section 3.6 shall be deemed contract rights, administrative and no amendment or judicial proceeding, commenced modification of this Section 3.6 shall have the effect of limiting or threatened by any Person, whether or not denying any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder right with respect to any Indemnified Liabilities act, omission or proceeding prior to any such amendment or modification. Each Member understands and acknowledges that the indemnities provided in this Section 3.6 could involve indemnification for negligence or strict liability. Indemnification pursuant to this Section 3.6 shall apply only to matters not otherwise compensated by insurance.
(b) The rights to indemnification conferred in this Section 3.6 shall include but are not limited to the extent right to be paid or reimbursed by the Company for reasonable expenses incurred by the Indemnitee or Indemnitees who is, are or were threatened to be made a defendant or respondent in a proceeding, in advance of the final disposition of such Indemnified Liabilities arise solely from proceeding, without any determination as to such Indemnitee's or Indemnitees' ultimate entitlement to indemnification; provided, however, that the gross negligence or willful misconduct payment of that Indemnitee as determined by a such expenses incurred in advance of final judgment disposition of a proceeding shall be made only upon delivery to the Company of a written affirmation and agreement by such Indemnitee or Indemnitees (i) of his, her or its good faith belief that he, she or it has met the standard of conduct necessary for indemnification under this Section 3.6 and (ii) to repay all amounts so advanced if it should ultimately be determined that such Indemnitee or Indemnitees is or are not entitled to be indemnified under this Section 3.6 or otherwise.
(c) The rights to indemnification and the advancement and payment of expenses provided for in this Section 3.6 shall not be exclusive of any other right which any Indemnitee or Indemnitees may have or hereafter acquire under any Law, provision of the Agreement, vote of the Members or otherwise.
(d) If this Section 3.6 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction. , the Company shall nevertheless indemnify and hold harmless any Indemnitee or Indemnitees for costs, charges and expenses (including but not limited to legal fees and other expenses), judgments, fines, and amounts incurred or paid in settlement of any action, suit or proceeding, whether civil, criminal, administrative or investigative, to the full extent permitted by any part of this Section 3.6 that shall not have been so invalidated and to the fullest extent permitted by Law.
(e) To the extent that the undertaking Company's assets are insufficient to defendfund any indemnity to which any Indemnitee or Indemnitees is or are entitled pursuant to this Section 3.6, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee Members shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law make capital contributions to the payment and satisfaction Company (or if the Company has been terminated, directly to the Indemnitee or Indemnitees) in proportion to their respective Ownership Interests to fund any such indemnification obligations. In the case of all Indemnified Liabilities incurred Continuing Obligations, for purposes of this Section 3.6, Ownership Interests shall be determined in accordance with Section 4.2. Nothing in this Section 3.6 shall be deemed to waive or diminish the limitations of liability provided by the Indemnitees or any of themAct.
Appears in 2 contracts
Sources: Limited Liability Company Members' Agreement, Limited Liability Company Members' Agreement (Uranium Energy Corp)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there 11.1 SCEE shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold Publisher harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (costs, including without limitation the reasonable fees for lawyers, expert witnesses and disbursements litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with a breach of any of the warranties provided by SCEE herein; provided however that Publisher shall give prompt written notice to SCEE of the assertion of any such claim, and provided further that SCEE shall have the right to select counsel and control the defence and/or settlement thereof, subject to the right of Publisher to participate in any such action or proceeding at its own expense with counsel of its own choosing. SCEE shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEE. Publisher shall provide SCEE, at no expense to Publisher, reasonable assistance and cooperation concerning any such matter. Publisher shall not agree to the compromise, settlement or abandonment of any such claim, action or proceeding without SCEE's prior written consent. [*]
11.2 Publisher shall indemnify and hold SCEE harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including without limitation reasonable fees for lawyers, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such Indemnitees claim, which result from or are in connection with (i) a breach of any of the warranties provided by Publisher herein or any breach of Publisher's confidentiality obligations as referred to in Clause 9.1 hereof, or (ii) any claim of infringement or alleged infringement of any Third Party Intellectual Property Rights with respect to Licensed Developer Software, or (iii) any claim of or in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations injury (including without limitation securities and commercial lawsdeath) or property damage, statutes, rules by whomsoever such claim is made arising (in whole or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising part) out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the manufacture, sale and/or use or intended use of the proceeds of any of the Loans) (collectively called Manufactured Materials unless resulting from the "Indemnified Liabilities")proven negligence of Sony; provided however that Lessee SCEE shall not give prompt written notice to Publisher of the assertion of any such claim, and provide further that Publisher shall have the right o select counsel and control the defence and/or settlement thereof, subject to the right of SCEE to participate in any obligation such action or proceeding at its own expense with counsel of its own choosing. Publisher shall have the exclusive right, at its discretion, to commence and/or prosecute at its own expense any Indemnitee hereunder lawsuit or to take such other action with respect to such matter as shall be deemed appropriate by Publisher. SCEE shall provide Publisher, at no expense to SCEE, reasonable assistance and cooperation concerning any Indemnified Liabilities such matter, SCEE shall not agree to the extent such Indemnified Liabilities arise solely from the gross negligence compromise, settlement or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative abandonment of any law such claim, action or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themproceeding without Publisher's prior written consent.
Appears in 2 contracts
Sources: Licensed Publisher Agreement (Acclaim Entertainment Inc), Licensed Publisher Agreement (Acclaim Entertainment Inc)
Indemnities. (a) Lessee will pay2.5.1 Each Participant shall indemnify the other Participant, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partnersofficers, employees, agents and affiliates of Lessor, Agent and each Lender, attorneys or Affiliates (collectively called the "Indemnitees"“Indemnified Participant”) from and against any and all liabilitiesloss, obligationscost, lossesexpense, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind damage or nature whatsoever liability (including without limitation the reasonable legal fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened other expenses) due to claims by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or third parties arising out of or based on a breach by the Participant (“Indemnifying Participant”) of any representation, warranty or covenant contained in this Lease Agreement.
2.5.2 If any claim or demand by a third party is asserted against an Indemnified Participant in respect of which such Indemnified Participant may be entitled to indemnification under this Agreement, written Notice of such claim or demand shall promptly be given to the other Transaction Documents or Indemnifying Participant. The Indemnifying Participant shall have the transactions contemplated hereby or thereby right, but not the obligation, by notifying the Indemnified Participant within thirty (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use 30) days after its receipt of the proceeds of any Notice of the Loans) claim or demand, to assume the entire Control of (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities subject to the extent such right of the Indemnified Liabilities arise solely from Participant to participate, at the gross negligence Indemnified Participant’s expense and with counsel of the Indemnified Participant’s choice), the defense, compromise, or willful misconduct settlement of that Indemnitee as determined the matter. Any damages to the Assets or business of the Indemnified Participant caused by a final judgment of a court of competent jurisdiction. To failure by the extent that the undertaking Indemnifying Participant to defend, indemnifycompromise, pay or settle a claim or demand in a reasonable and hold harmless set forth expeditious manner requested by the Indemnified Participant, after the Indemnifying Participant has given Notice that it will assume control of the defense, compromise, or settlement of the matter, shall be included in the preceding sentence may damages for which the Indemnifying Participant shall be unenforceable because it is violative obligated to indemnify the Indemnified Participant. Any settlement or compromise of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred a matter by the Indemnitees Indemnifying Participant shall include a full release of claims against the Indemnified Participant which has arisen out of the indemnified claim or any of themdemand.
Appears in 2 contracts
Sources: Venture Agreement (New Jersey Mining Co), Mill Venture Agreement (New Jersey Mining Co)
Indemnities. (a) Lessee The Seller will pay, indemnify and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, shall keep IDCM fully indemnified in respect of any and all fees damages, costs, claims, liabilities, expenses, losses (including consequential loss) and taxesdemands incurred by IDCM, levies, imposts, duties, charges directly or withholdings, together with any penalties, fines or interest thereon (indirectly as a result of the Seller's breach of any of the foregoing for warranties and undertakings contained in Clause 16 above or any other warranties and conditions in respect of the purposes of this Section 12 being called a "Tax"Goods and/or Services (as the case may be), which may from time to time be imposed on whether express or asserted against Lessor and its assigneesimplied, if any, by statute or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesotherwise.
(b) Lessee agrees Without prejudice to defendthe foregoing, indemnifyin the event of any employee of IDCM or any other person on IDCM premises being injured or otherwise suffering loss through any default or negligence on the Seller's part (including without prejudice to the generality of the foregoing any failure by the Seller or the Seller's agents, pay employees or sub-contractors to comply with any health and hold harmless Lessorsafety legislation or any regulations or code of practice thereunder) the Seller will indemnify IDCM in respect of any action, Agent and each Lendercivil or criminal, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, which may result.
(collectively called the "Indemnitees"c) from and The Seller shall fully indemnify IDCM against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitscosts, claims, costsliabilities, demands and expenses and disbursements arising from or incurred by reason of any kind infringement of any third party patent, registered design, trade mark, copyright or nature whatsoever (including without limitation the reasonable fees and disbursements other industrial or commercial rights of counsel for such Indemnitees in connection with any investigativea similar nature, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use sale of any goods or materials or Services supplied by the Seller (including Goods and Services) but this indemnity shall not apply to Goods made to IDCM design or where the infringement results from the making up of goods or materials by IDCM.
(d) The Seller will indemnify IDCM against all loss, damage, costs, claims and expenses arising from any negligent acts and/or omissions of the proceeds of any of the Loans) Seller's employees, agents, sub-contractors or representatives (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities save to the extent that such Indemnified Liabilities loss, damage, costs, claims or expenses arise solely from negligent acts and/or omissions of IDCM employees, agents, sub-contractors and representatives).
(e) The Seller undertakes to insure itself against any and all liability under this Contract and IDCM has the gross negligence or willful misconduct of right to demand proof in writing that Indemnitee as determined by a final judgment of a court of competent jurisdictionthis insurance requirement has been complied with. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred All monies received by the Indemnitees or any of themSeller under this clause are to be held in trust for IDCM.
Appears in 2 contracts
Sources: Conditions of Purchase, Conditions of Purchase
Indemnities. Without limiting any other rights that Buyer may have hereunder or under applicable law, each Transferor and Smithfield Support hereby agrees to indemnify (aand pay upon demand to) Lessee will payBuyer, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and employees (each Lender, (collectively called the "Indemnitees"an “Indemnified Party”) from and against any and all liabilities, obligationsdamages, losses, damagesclaims, penaltiestaxes, actions, judgments, suits, claimsliabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and disbursements of and, to the extent such Transferor or Smithfield Support does not timely pay such indemnity, any kind or nature whatsoever additional liability (including without limitation the reasonable fees penalties, interest and disbursements of counsel for such Indemnitees in connection with any investigative, administrative expenses) arising from or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any of the foregoing (all of the foregoing being collectively referred to as “Indemnified Liabilities Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables originated by such Transferor, provided, however, that the indemnification obligations of each Transferor and Smithfield Support hereunder shall expressly exclude:
(a) Indemnified Amounts to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;
(b) Indemnified Amounts to the extent the same includes losses in respect of Receivables originated by such Transferor that are uncollectible on account of the undertaking insolvency, bankruptcy or lack of creditworthiness of the related Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable; or
(c) taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, and taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof; provided, however, that nothing contained in this sentence shall limit the liability of such Transferor or Smithfield Support or limit the recourse of each Indemnified Party to defendsuch Transferor or Smithfield Support for amounts otherwise specifically provided to be paid by such Transferor under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, indemnifybut subject in each case to clauses (a), pay (b) and hold harmless set forth (c) above, each Transferor and Smithfield Support, as applicable, shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:
(i) any representation or warranty made by such Transferor (or any officer of such Transferor) or Smithfield Support (or any officer of Smithfield Support) under or in connection with any Purchase Report, this Agreement, any other Transaction Document or any other information or report delivered by such Transferor or Smithfield Support pursuant hereto or thereto for which Buyer has not received a Purchase Price Credit that shall have been false or incorrect when made or deemed made;
(ii) the preceding sentence may be unenforceable because it is violative failure by such Transferor, to comply with any applicable law, rule or regulation with respect to any Receivable or Contract related thereto, or the nonconformity of any law Receivable or public policyContract included therein with any such applicable law, Lessee shall contribute rule or regulation or any failure of such Transferor to keep or perform any of its obligations, express or implied, with respect to any Contract;
(iii) any failure of such Transferor or Smithfield Support to perform its duties, covenants or other obligations in accordance with the maximum portion provisions of this Agreement or any other Transaction Document;
(iv) any products liability, personal injury or damage, suit or other similar claim arising out of or in connection with merchandise, insurance or services that it is permitted are the subject of any Contract or any Receivable;
(v) any dispute, claim, offset or defense (other than a defense related to pay and satisfy under applicable law the financial condition, or discharge in bankruptcy, of the Obligor) of the Obligor to the payment of any Receivable (including a defense based on such Receivable or the related Contract not being a legal, valid and satisfaction binding obligation of such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of the merchandise or service related to such Receivable or the furnishing or failure to furnish such merchandise or services or any reduction of the Outstanding Balance of any Receivable due to PASA;
(vi) the commingling of Collections of Receivables at any time with other funds;
(vii) any investigation, litigation or proceeding related to or arising from this Agreement or any other Transaction Document, the transactions contemplated hereby, such Transferor’s use of the proceeds of the purchase from it hereunder, the ownership of the Receivables originated by such Transferor or any other investigation, litigation or proceeding relating to such Transferor or Smithfield Support in which any Indemnified Party becomes involved as a result of any of the transactions contemplated hereby;
(viii) any inability to litigate any claim against any Obligor in respect of any Receivable as a result of such Obligor being immune from civil and commercial law and suit on the grounds of sovereignty or otherwise from any legal action, suit or proceeding;
(ix) any Termination Event;
(x) any failure to vest and maintain vested in Buyer, or to transfer to Buyer, legal and equitable title to, and ownership of, the Receivables originated by such Transferor and the associated Collections, and all Indemnified Liabilities of such Transferor’s right, title and interest in the Related Security associated with such Receivables, in each case, free and clear of any Adverse Claim (except any Adverse Claim in favor of the Buyer, the Administrative Agent, for the benefit of the Secured Parties or, with respect to the Monetized Receivables and Related Monetized Assets, in favor of the Receivables Agent for the benefit of the Receivables Buyers pursuant to the Monetization Documents);
(xi) the failure to have filed, or any delay in filing, financing statements, continuation statement, financing change statement or other similar instruments or documents under the UCC or comparable laws of any applicable jurisdiction or other applicable laws with respect to any Receivable originated by such Transferor, the Related Security and Collections with respect thereto, and the proceeds thereof, whether at the time of the purchase thereof from such Transferor hereunder or at any subsequent time;
(xii) any action or omission by such Transferor which reduces or impairs the rights of Buyer with respect to any Receivable or the value of any such Receivable;
(xiii) any attempt by any Person to void any purchase of Receivables from such Transferor hereunder under statutory provisions or common law or equitable action;
(xiv) any civil penalty or fine assessed by OFAC against, and all reasonable costs and expenses (including counsel fees and disbursements) incurred in connection with defense thereof by the Indemnitees Buyer as a result of any action of such Transferor;
(xv) the failure of any Receivable reflected as an Eligible Receivable on any Purchase Report prepared by such Transferor to be an Eligible Receivable at the time acquired by Buyer;
(xvi) any In-Transit Receivable included in the calculation of the Net Pool Balance as an Eligible Receivable ceasing to be deemed to be an Eligible Receivable; and
(xvii) any liability under Section 10.2(b) of the Credit and Security Agreement, or any breach of themSections 5.1(z)(ii) or 7.2(l) of the Credit and Security Agreement; provided, further, that the foregoing clauses (ii), (iv), (v), (viii), (x), (xi), (xii), (xiii), (xv) and (xvi) shall not be applicable to Smithfield Support. Notwithstanding the foregoing, (i) the foregoing indemnification is not intended to, and shall not, constitute a guarantee of the collectability or payment of the Receivables conveyed hereunder; and (ii) nothing in the Section 6.1 shall require a Transferor or Smithfield Support to indemnify any Indemnified Party for Receivables which are not collected, not paid or otherwise uncollectible on account of the insolvency, bankruptcy, creditworthiness or financial inability to pay of the applicable Obligor or the intentional non-payment of amounts due by the related Obligor in breach of its obligations in respect of such Receivable.
Appears in 2 contracts
Sources: Receivables Sale Agreement (Smithfield Foods Inc), Receivables Sale Agreement (Smithfield Foods Inc)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there 17.1 The Company shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold harmless Lessor, Agent and each Lender, and the officers, Custodian (which expression shall for the purpose of this Clause be deemed to include its directors, partnersofficers and employees and any agent, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees"sub-custodian or delegate appointed by it) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses expenses, claims and disbursements demands of any kind whatsoever nature suffered or nature whatsoever (including without limitation the reasonable fees incurred by it and disbursements howsoever arising out of counsel for such Indemnitees or in connection with the performance of its duties hereunder, otherwise than by reason of the bad faith, willful misconduct or gross negligence of the Custodian.
17.2 The Custodian shall send to the Company as soon as practicable all notices of claims, summonses or writs which it receives from third parties in relation to the affairs of the Company and shall be under no further obligation or liability in relation thereto. No liability shall be admitted and no undertaking given nor shall any investigativeoffer, administrative promise or judicial proceeding, commenced payment be made or threatened legal expenses incurred by any Person, whether or not the Custodian in relation to any such Indemnitee claim summons or writ without the prior written consent of the Company which shall be designated as a party entitled, if it so desires, to take over and conduct the defense of any action or a potential party thereto)to prosecute any claim for indemnity or damages or otherwise against any third party.
17.3 The Custodian makes no representations, whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract herein or otherwise, that may regarding the Company or the Manager’s compliance with the Employees Retirement Income Security Act of 1974 (“ERISA”). The Company and the Manager agree they shall be imposed onjointly and severally liable for any violations of ERISA and shall fully indemnify the Custodian, incurred byincluding but not limited to all liabilities, or asserted against any such Indemniteeobligations, losses, damages, penalties, expenses, attorneys’ fees and costs, in any manner relating to or arising out actions and/or judgments that Custodian shall face resulting therefrom.
17.4 The provisions of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use Clause 17 shall survive termination of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Agreement.
Appears in 2 contracts
Sources: Custodian Agreement (Pine Grove Alternative Institutional Fund), Custodian Agreement (Pine Grove Alternative Fund)
Indemnities. (a) Lessee will pay9.1 The Mortgagors will, jointly and hereby indemnifiesseverally, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold harmless Lessorthe Mortgagee, Agent Alibaba and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") agent or attorney appointed under or pursuant to this Mortgage from and against any and all expenses, claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimstaxes, costs, expenses duties and disbursements fees suffered, incurred or made by the Mortgagee, Alibaba or such agent or attorney:
9.1.1 in the exercise or purported exercise of any kind rights, powers or nature whatsoever (including without limitation discretions vested in them pursuant to this Mortgage;
9.1.2 in the reasonable fees preservation or enforcement of the Mortgagee’s rights under this Mortgage or the priority thereof; or
9.1.3 in the release of any part of the Mortgaged Property from the security created by this Mortgage, and disbursements the Mortgagee or such agent or attorney may retain and pay all sums in respect of counsel the same out of money received under the powers conferred by this Mortgage.
9.2 If, under any applicable Laws, and whether pursuant to a judgment being made or registered against either Mortgagor or the bankruptcy or liquidation of either Mortgagor or for such Indemnitees any other reason any payment under or in connection with any investigative, administrative this Mortgage is made in a currency (the “Payment Currency”) other than the currency in which such payment is due under or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party theretoin connection with this Mortgage (the “Contractual Currency”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating then to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defendamount of such payment actually received by the Mortgagee when converted into the Contractual Currency at the rate of exchange, indemnifyfalls short of the amount due under or in connection with this Mortgage, pay the Mortgagors, as a separate and independent obligation, shall, jointly and severally, indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it Mortgagee against the amount of such shortfall. For the purposes of this Section 9.2, “rate of exchange” means the rate at which the Mortgagee is violative able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay premium and satisfy under applicable law to the payment and satisfaction other costs of all Indemnified Liabilities incurred by the Indemnitees or any of themexchange with respect thereto.
Appears in 2 contracts
Sources: Framework Agreement (Alibaba Group Holding LTD), Framework Agreement (Yahoo Inc)
Indemnities. (a) Lessee will payCoreFiling hereby agrees to indemnify, defend and hold the Customer, its affiliates, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the their respective officers, directors, partnersemployees, and agents ("Customer Indemnitees") harmless from and against and all liabilities, losses, damages, costs and expenses ("Losses") resulting from any suit or action brought against the Customer Indemnitees due to any injuries suffered by CoreFiling employees except for injuries caused by negligence or intentional harm caused by Customer or its employees or agents. The Customer hereby agrees to indemnify and hold CoreFiling, its affiliates, and their respective officers, directors, employees, and agents and affiliates of Lessor, Agent and each Lender, (collectively called the "CoreFiling Indemnitees") harmless from and against any and all liabilitiesLosses, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable attorney's fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner expenses relating to its defence resulting from any suit or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of action brought against any of the Loans) (collectively called CoreFiling Indemnitees due to • any injuries suffered by Customer employees, except for injuries caused by negligence or intentional harm caused by CoreFiling or its employees or agents; or • infringement of any third party patent, copyright, trade secret or other intellectual property right due to the "Indemnified Liabilities"); use by the CoreFiling Indemnitees of the Licensed Technology, the Intellectual Property Rights of the Customer claiming or covering the Licensed Technology, or any other information disclosed to CoreFiling by the Customer hereunder, provided that Lessee the CoreFiling Indemnitees shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to follow the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee indemnification and confidentiality procedures as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in this Agreement. In addition, at CoreFiling's request, the preceding sentence may be unenforceable because it Customer agrees to defend the CoreFiling Indemnitees against any of the foregoing suits or actions. If any claim or action is violative of any law commenced against a party entitled to indemnification under this Section for Losses resulting from such claim or public policyaction (a "Claim"), Lessee such party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law give written notice to the other party within ten days of notice of such Claim. If the party receiving such notice is obligated under this Section to defend the such party against the Claim, then the indemnifying party shall take control of the defence and investigation of the Claim, using such attorneys and other assistance as it selects in its discretion. The indemnified party shall cooperate in all reasonable respects in such investigation and defence, including trial and any appeals, provided that such party may also participate, at its own expense, in such defence. No settlement of a Claim that involves a remedy other than payment of money by indemnifying party shall be agreed to and satisfaction entered without the consent of all Indemnified Liabilities incurred by the Indemnitees or any of themindemnified party, which consent shall not be unreasonably withheld.
Appears in 2 contracts
Sources: Professional Services Agreement, Professional Services Agreement
Indemnities. (a) Lessee will payRoyalty Flow shall indemnify, defend and hold harmless Royalty Exchange and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and hereby indemnifies, on an after-tax basis, Lessor each of the successors and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (assigns of any of the foregoing for (the purposes of this Section 12 being called a "Tax"“Royalty Exchange Indemnified Parties”), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationscosts and expenses, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses causes of action and disbursements of any kind or nature whatsoever liabilities (including without limitation the reasonable fees attorneys’ fees, disbursements and disbursements expenses of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened litigation) incurred by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against the Royalty Exchange Indemnified Parties (other than as to any such Indemniteeclaim brought by Royalty Flow against Royalty Exchange) arising from, relating to, or in any manner relating way connected with (i) Royalty Flow’s breach of its obligations under this Agreement, except to the extent that such shall be caused by the willful misconduct, gross negligence or arising out bad faith of Royalty Exchange, or (ii) any act or omission by Royalty Flow which is in violation of any provision of this Lease Agreement or the other Transaction Documents any applicable laws or the transactions contemplated hereby or thereby regulations.
(including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use b) Royalty Exchange shall indemnify, defend and hold harmless Royalty Flow and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the proceeds successors and assigns of any of the Loansforegoing (the “Royalty Flow Indemnified Parties”), from and against any and all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys’ fees, disbursements and expenses of litigation) incurred by or asserted against the Royalty Flow Indemnified Parties (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation other than as to any Indemnitee hereunder claim brought by Royalty Exchange against Royalty Flow) arising from, relating to, or in any way connected with respect to any Indemnified Liabilities (i) Royalty Exchange’ breach of its obligations under this Agreement, except to the extent that such Indemnified Liabilities arise solely from shall be caused by the willful misconduct, gross negligence or willful misconduct bad faith of that Indemnitee as determined Royalty Flow, or (ii) any act or omission by a final judgment Royalty Exchange which is in violation of a court any provision of competent jurisdictionthis Agreement or any applicable laws or regulations.
(c) Each party claiming indemnity shall promptly provide the other party with written notice of any claim, action or demand for which indemnity is claimed. To The indemnifying party shall be entitled to control the extent defense of any action, provided that the undertaking to defend, indemnify, pay and hold harmless set forth indemnified party may participate in any such action with counsel of its choice at its own expense. The indemnified party shall provide reasonable cooperation in the preceding sentence defense as the indemnifying party may be unenforceable because it is violative request and at the indemnifying party’s expense. No indemnifying party may settle a claim against an indemnified party without the prior written consent of any law such indemnified party or public policya complete release of claims against the indemnified party.
(d) EXCEPT IN CONNECTION WITH (I) ANY ACT OF FRAUD OR INTENTIONAL WRONG-DOING BY A PARTY, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them(II) ANY CLAIM THAT IS SUBJECT TO INDEMNIFICATION UNDER SECTION 7, OR (III) ANY CLAIM THAT ARISES OUT OF A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATING TO, ARISING FROM OR UNDER, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
Appears in 2 contracts
Sources: Shared Services Agreement (Royalty Flow Inc.), Shared Services Agreement (Royalty Flow Inc.)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may The Borrower shall from time to time be imposed on within five (5) Business Days of demand indemnify each Indemnitee for all Losses suffered or asserted against Lessor and its assignees, if anyincurred by that Indemnitee:
16.2.1 relating to, or arising directly or indirectly from the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federalpurchase, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection withsale, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufactureimport, purchaseexport, registration, ownership, mortgagingleasing, leasemanagement, subleaseservicing, operation, possession, use, storage, maintenancecondition, sale delivery, design, manufacture, modification, conversion, repair, refurbishment, inspection, insurance or maintenance of any Aircraft;
16.2.2 due to any design, article or material in any Aircraft or the operation or use thereof constituting an infringement of any patent or other disposition of the Airframe intellectual property right or any Engine other similar right whatsoever;
16.2.3 in preventing or Spare Engine; (iii) any rentals attempting to prevent the arrest, confiscation, seizure, taking in execution, impounding, forfeiture or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment detention of any such Tax shall be a condition to Aircraft or in securing the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment release of any Tax so long as and Aircraft; or
16.2.4 in connection with any Total Loss or Final Disposition of any Aircraft, provided that the Borrower shall not be liable to pay to an Indemnitee any such Losses to the extent that that:
(a) such Losses are the validity thereof shall be contested result of the fraud, gross negligence or wilful misconduct of such Indemnitee or a Related Indemnitee (or, in good faith the case of the Agent and the Security Trustee, or a Related Indemnitee thereof, such Losses are the result of the fraud, gross negligence or wilful default by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.the Agent or the Security Trustee, as the case may be, or a Related Indemnitee thereof);
(b) Lessee agrees to defend, indemnify, pay such Losses constitute ordinary and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates usual operating or overhead expenses of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations Related Indemnitee;
(including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any c) such Indemnitee, in any manner relating to or arising out of this Lease or Losses are the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use result of the proceeds breach by such Indemnitee or a Related Indemnitee of any of its express obligations under, or as a result of any misrepresentation of such Indemnitee contained in, any of the LoansTransaction Documents (other than a breach or misrepresentation which is attributable to the breach by any other person of its obligations under the Transaction Documents);
(d) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation Indemnitee receives and is entitled to retain free from liability to account to any Indemnitee hereunder with person therefor and in respect thereof a payment under any Insurances or from any other source which is made in settlement or reimbursement of the relevant Loss; or
(e) such Losses relate to Taxes; or
(f) such Losses relate to any Indemnified Liabilities to the extent Security Interest that is created by such Indemnified Liabilities Indemnitee or a Related Indemnitee or arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative result of any law act or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction omission of all Indemnified Liabilities incurred by the Indemnitees such Indemnitee or a Related Indemnitee or any person claiming by, through or under such Indemnitee or a Related Indemnitee; or
(g) such Losses relate to Taxes and have actually been compensated for pursuant to sub-clause 13.2.1 (or would have been compensated for under Clause 13.2 (Tax indemnity) but was not so compensated solely because any of themthe exclusions in sub-clause 13.2.2 applied).
Appears in 2 contracts
Sources: Facility Agreement (Avolon Holdings LTD), Facility Agreement (Avolon Holdings LTD)
Indemnities. The Manager shall indemnify the Client (aboth for itself and a Replacement Agent) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and against all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitscosts, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever (including without limitation reasonable legal expenses) incurred by the reasonable fees Client and disbursements of counsel for such Indemnitees a Replacement Agent in connection with any investigative, administrative or judicial proceeding, commenced as a result of:-
i) Any claim or threatened demand by any PersonReturning Employee (whether in contract, whether tort, under statute, pursuant to European law or not otherwise) including, without limitation, any claim for unfair dismissal, wrongful dismissal, a redundancy payment, breach of contract, unlawful deduction from wages, discrimination on the grounds of sex, race, disability, age, sexual orientation, religion or religious belief, personal injury, a protective award or a claim or demand of any other nature, in each case arising directly or indirectly from any act, fault or omission of the Manager or any sub-contractor in respect of any Returning Employee before the Subsequent Transfer Date;
ii) Any failure by the Manager or any sub- contractor to comply with its or their obligations under the Transfer Regulations, or any award of compensation under Regulation 11 of the Transfer Regulations, save where such Indemnitee failure arises from the failure of the Client or a Replacement Agent to comply with its or their duties under Regulation 13 of the Transfer Regulations;
iii) Any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing the Potential Returning Employees arising from or connected with any failure by the Manager or any sub-contractor to comply with any legal obligation to such trade union, body or person; and
iv) The provision of inaccurate or incomplete information pursuant to sections (g) and (h) The Client shall be designated indemnify the Agent (both for itself and any sub-contractor) against all costs, claims, liabilities and expenses (including reasonable legal expenses) incurred in connection with or as a party result of:-
i) Any claim or demand by any Returning Employee (whether in contract, tort, under statute, pursuant to European law or otherwise) including, without limitation, any claim for unfair/ wrongful dismissal, a redundancy payment, breach of contract, unlawful deduction from wages, discrimination on the grounds of sex, race, disability, age, sexual orientation, religion or religious belief, a protective award or a potential party thereto), whether direct, indirect claim or consequential and whether based on demand of any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemniteeother nature, in each case arising directly or indirectly from any manner relating to act, fault or omission of the Client or a Replacement Agent in respect of any Returning Employee on or after the Subsequent Transfer Date;
ii) Any persons other than any Returning Employee whose employment or claims or liabilities arising out of this Lease their employment or its termination transfer to the other Transaction Documents Client or any Replacement Agent pursuant to or by virtue of the transactions contemplated hereby Transfer Regulations or thereby who claims that their employment or such claims or liabilities so transfer;
iii) Any failure by the Client or a Replacement Agent to comply with its obligations under the Transfer Regulations; and
iv) Any claim (including without limitation Lenders' agreement any individual entitlement of a Returning Employee under or consequent on such claim) by any trade union or other body or person representing the Returning Employees arising from or connected with any failure by the Client or a Replacement Agent to make the Loans to Lessor or the use or intended use of the proceeds of comply with any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any legal obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence trade union, body or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themperson.
Appears in 2 contracts
Sources: Management Agreement, Management Agreement
Indemnities. (a) Lessee will paySubject to any liability of the Commercial Manager pursuant to Clause 12.2 hereto, the members of the Group hereby ratify and confirm, and undertake at all times to ratify and confirm, whatever may be done or caused to be done by the Commercial Manager in the course of or in the provision of the Management Services and the members of the Group hereby indemnifiesundertake to keep the Commercial Manager and its respective employees and agents indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or any one of them or incurred or suffered by them or any one of them arising out of or in connection with the performance of this Agreement, and against and in respect of all loss, damages, costs and expenses (including legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same.
12.1 The Commercial Manager shall be under no liability whatsoever to the members of the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of the performance of the Management Services hereunder unless same is proved to have resulted solely from gross negligence or willful default of the Commercial Manager or its employees or agents or subcontractors employed by it in connection with the Vessels, in which case (except where loss, damage, delay or expense has resulted from the Commercial Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage delay or expense would probably result) the Commercial Manager’s liability (any such liability arising in accordance herewith always being on an after-tax basisindividual basis in relation to each Manager) for all incidents or series of incidents arising in any calendar year shall never exceed a total of 10 times the actual annual management fee paid in that year.
12.2 No employee, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges agent or withholdings, together with any penalties, fines or interest thereon (any subcontractor of the foregoing Commercial Manager shall in any circumstances whatsoever be liable to the members of the Group for any loss, damage or delay arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course or in connection with his employment and without prejudice to the generality of the forgoing provisions of this Clause 12, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to and enjoyed by the Commercial Manager or to which the said Commercial Manager is entitled hereunder, shall also be available and shall extend to protect every such employee, agent or subcontractor of the Commercial Manager acting as aforesaid and for the purposes purpose of all the foregoing provisions of this Section clause 12 being called a "Tax"), which may the Commercial Manager is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (iincluding sub-contractors as aforesaid) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind such persons shall to this extent be or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may deemed to be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating parties to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themAgreement.
Appears in 2 contracts
Sources: Commercial Management Agreement (Seanergy Maritime Holdings Corp.), Commercial Management Agreement (United Maritime Corp)
Indemnities. (a) Lessee The Seller will pay, indemnify and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, shall keep VICTREX fully indemnified in respect of any and all fees damages, costs, claims, liabilities, expenses, losses (including consequential loss) and taxesdemands incurred by VICTREX, levies, imposts, duties, charges directly or withholdings, together with any penalties, fines or interest thereon (indirectly as a result of the Seller's breach of any of the foregoing for warranties and undertakings contained in Clause 16 above or any other warranties and conditions in respect of the purposes of this Section 12 being called a "Tax"Goods and/or Services (as the case may be), which may from time to time be imposed on whether express or asserted against Lessor and its assigneesimplied, if any, by statute or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesotherwise.
(b) Lessee agrees Without prejudice to defendthe foregoing, indemnifyin the event of any employee of VICTREX or any other person on VICTREX premises being injured or otherwise suffering loss through any default or negligence on the Seller's part (including without prejudice to the generality of the foregoing any failure by the Seller or the Seller's agents, pay employees or sub-contractors to comply with any provision of the Health & Safety at Work Etc Act 1974 (and hold harmless Lessorany amendments or modifications thereof) or any regulations or code of practice thereunder) the Seller will indemnify VICTREX in respect of any action, Agent and each Lendercivil or criminal, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, which may result.
(collectively called the "Indemnitees"c) from and The Seller shall fully indemnify VICTREX against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitscosts, claims, costsliabilities, demands and expenses and disbursements arising from or incurred by reason of any kind infringement of any third party patent, registered design, trade mark, copyright or nature whatsoever (including without limitation the reasonable fees and disbursements other industrial or commercial rights of counsel for such Indemnitees in connection with any investigativea similar nature, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use sale of any goods or materials or Services supplied by the Seller (including Goods and Services) but this indemnity shall not apply to Goods made to VICTREX design or where the infringement results from the making up of goods or materials by VICTREX.
(d) The Seller will indemnify VICTREX against all loss, damage, costs, claims and expenses arising from any negligent acts and/or omissions of the proceeds of any of the Loans) Seller's employees, agents, sub-contractors or representatives (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities save to the extent that such Indemnified Liabilities loss, damage, costs, claims or expenses arise solely from negligent acts and/or omissions of VICTREX employees, agents, sub-contractors and representatives).
(e) The Seller undertakes to insure itself against any and all liability under this Contract and VICTREX has the gross negligence or willful misconduct of right to demand proof in writing that Indemnitee as determined by a final judgment of a court of competent jurisdictionthis insurance requirement has been complied with. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred All monies received by the Indemnitees or any of themSeller under this clause are to be held in trust for VICTREX.
Appears in 2 contracts
Sources: Conditions of Purchase, Conditions of Purchase
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, The Provider shall indemnify the Authority from and againstagainst all losses, any and all fees and taxescosts, leviesdemands, impostsactions, dutiesfines, charges or withholdings, together with any penalties, fines awards, liabilities and expenses (including legal expenses), which the Authority shall take all reasonable steps to mitigate, in connection with or interest thereon as a result of any claim or demand by any Relevant Employee arising out of the employment of or termination of the employment of any Relevant Employee provided that this arises from any act, fault or omission of the Provider in relation to any Relevant Employee on or after the date of the relevant transfer. The Provider shall indemnify and hold harmless the Authority from and against all losses, costs, claims, demands, actions, fines, penalties, awards, liabilities and expenses (including legal expenses) which the Authority shall take all reasonable steps to mitigate, in connection with or as a result of any claim by any trade union or staff association or employee representative (whether or not recognised by the Provider in respect of all or any of the foregoing for Relevant Employees) arising from or connected with any failure by the purposes of this Section 12 being called a "Tax")Provider to comply with any legal obligation to such trade union, which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government staff association or other taxing authority in employee representative whether under the United States TUPE Regulations, under the directive or by otherwise and, whether any foreign government such claim arises or subdivision thereof has its origin before or by any foreign taxing authority in connection with, relating to or resulting from: (i) after the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition date of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or relevant transfer. The Provider shall indemnify the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") Authority from and against any and all liabilities, obligations, losses, damagescosts, claims, demands, actions, fines, penalties, actionsawards, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever (including without limitation legal expenses) which the Authority shall take all reasonable fees and disbursements of counsel for such Indemnitees steps to mitigate, in connection with or as a result of any investigative, administrative or judicial proceeding, commenced or threatened claim by any Person, relevant employee that the identity of the Provider is to that Relevant Employee’s detriment or that the terms and conditions to be provided by the Provider or any proposed measures of the Provider are to that employee’s detriment whether such claim arises before or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that after the transfer date. The Authority may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out assign the benefit of this Lease indemnity in clause 8.5 to the future contractor or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use provider of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themServices.
Appears in 2 contracts
Sources: Unified Agreement for Learning Disability Services and Domiciliary Care, Unified Agreement for Learning Disability Services and Domiciliary Care
Indemnities. A Party (a“Indemnifying Party”) Lessee will pay, and hereby indemnifies, shall on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon demand indemnify the other Party (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i“Indemnified Party”) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any claim, loss, cost, damage or expense (excluding income tax and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind taxes on capital gains) sustained or nature whatsoever (including without limitation incurred by the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or Indemnified Party arising out of this Lease Agreement as a consequence of: any tortious (including negligent) act or omission by the Indemnifying Party; any act or omission of a Representative of the Indemnified Party where that Representative is carrying out an act, or refraining from acting, in accordance with an instruction or direction of the Indemnifying Party or where that Representative is acting as an agent of the Indemnifying Party; the Indemnifying Party dismantling any of its Facilities contrary to the terms of this Agreement; or the other Transaction Documents Indemnifying Party failing to operate its Facilities in accordance with the Applicable Laws or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictiongood electricity industry practice. To the extent permitted by law and without limiting AusNet Services’ other rights against the Customer, the Customer will be responsible for and indemnify AusNet Services against: any fines, penalties, payments, interest, loss of incentive or loss of rebate (including STPIS) imposed by a Regulator or Applicable Law on AusNet Services or the Customer arising from or contributed to by any breach, default or negligence on the part of the Customer or its Representatives; any fines, penalties, interest, loss of incentive or loss of rebate or payments imposed on AusNet Services for failing to meet its obligations (whether to the government, customers or other third parties), as a result of breaches of this Agreement or negligence of the Customer; and any charges imposed by any Regulator, ombudsman or other regulatory authority in relation to any investigations concerning any circumstances to the extent arising from any default or negligence on the part of the Customer or its Representatives, provided that such indemnity shall be reduced to the undertaking extent any such fine, penalty, payment, interest or charges are caused by or contributed to defendby any wrongful, indemnifyunlawful or negligent act or omission by AusNet Services. No Liability for Consequential Loss Other than as expressly provided under clause 16.2(b), pay neither Party is entitled to claim and hold harmless set forth must not claim against the other Party and neither Party will be liable to the other Party, by way of indemnity or by reason of any breach of this Agreement or in tort or otherwise, for any claim, loss, cost or expense in the preceding sentence may be unenforceable because it is violative nature of loss of profits, business, production, use or anticipated savings or for any other indirect or consequential loss including without limitation any loss, cost or expense claimed by any third party in respect of any law act or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy omission under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themin connection with this Agreement.
Appears in 2 contracts
Sources: Connection Services Agreement, Connection Services Agreement
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there 11.1 SCEE shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold Publisher harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (costs, including without limitation the reasonable fees for lawyers, expert witnesses and disbursements litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with a breach of any of the warranties provided by SCEE herein; provided however that Publisher shall give prompt written notice to SCEE of the assertion of any such claim, and provided further that SCEE shall have the right to select counsel and control the defence and/or settlement thereof, subject to the right of Publisher to participate in any such action or proceeding at its own expense with counsel of its own choosing. SCEE shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEE. Publisher shall provide SCEE, at no expense to Publisher, reasonable assistance and cooperation concerning any such matter. Publisher shall not agree to the compromise, settlement or abandonment of any such claim, action or proceeding without SCEE's prior written consent.
11.2 Publisher shall indemnify and hold SCEE harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including without limitation reasonable fees for lawyers, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such Indemnitees claim, which result from or are in connection with (i) a breach of any of the warranties provided by Publisher herein or any breach of Publisher's confidentiality obligations as referred to in Clause 9.1 hereof, or (ii) any claim of infringement or alleged infringement of any Third Party Intellectual Property Rights with respect to Licensed Developer Software, or (iii) any claim of or in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations injury (including without limitation securities and commercial lawsdeath) or property damage, statutesby whomsoever such claim is made, rules arising (in whole or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising part) out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the manufacture, sale and/or use or intended use of the proceeds of any of the Loans) (collectively called Manufactured Materials unless resulting from the "Indemnified Liabilities")proven negligence of Sony; provided however that Lessee SCEE shall not give prompt written notice to Publisher of the assertion of any such claim, and provided further that Publisher shall have the right to select counsel and control the defence and/or settlement therof, subject to the right of SCEE to participate in any obligation such action or proceeding at its own expense with counsel of its own choosing. Publisher shall have the exclusive right, at its discretion, to commence and/or prosecute at its own expense any Indemnitee hereunder lawsuit or to take such other action with respect to such matter as shall be deemed appropriate by Publisher. SCEE shall provide Publisher, at no expense to SCEE, reasonable assistance and cooperation concerning any Indemnified Liabilities such matter. SCEE shall not agree to the extent such Indemnified Liabilities arise solely from the gross negligence compromise, settlement or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative abandonment of any law such claim, action or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themproceeding without Publisher's prior written consent.
Appears in 2 contracts
Sources: Publisher Agreement (Driftwood Ventures, Inc.), Licensed Publisher Agreement (Activision Inc /Ny)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, Without limiting any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of other rights which the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, ----------- Company or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which Bank Investors may have attached as security for such Taxhereunder or under applicable law, nothing in this Section shall require the payment of any Tax so long as Transferor and CompuCom hereby agree to indemnify the extent that Company, the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defendBank Investors, indemnifythe Agent, pay and hold harmless Lessor, Agent and each Lender, the Liquidity Provider and the Credit Support Provider and any permitted assigns and their respective officers, directorsdirectors and employees (collectively, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "IndemniteesIndemnified Parties") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits------------------- losses, claims, costsliabilities, expenses costs and expenses, including reasonable attorneys' fees (which such attorneys may be employees of the Bank Investors, the Liquidity Provider, the Credit Support Provider or the Agent) and disbursements (all of any kind the foregoing being collectively referred to as "Indemnified Amounts") awarded ------------------- against or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened incurred by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or of them arising out of or as a result of this Lease Agreement or the other Transaction Documents ownership, either directly or indirectly, by the Company or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use Bank Investors of the proceeds of any of the LoansTransferred Interest excluding, however, (i) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities Amounts to the extent such Indemnified Liabilities arise solely resulting from the gross negligence or willful misconduct on the part of that Indemnitee an Indemnified Party or (ii) recourse (except as determined otherwise specifically provided in this Agreement) for uncollectible Receivables. Without limiting the generality of the foregoing, CompuCom and Transferor shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:
(a) any representation or warranty made by a final judgment CompuCom, the Collection Agent or the Transferor (or any of a court their respective officers) under or in connection with this Agreement, the Receivables Purchase Agreement, any Investor Report or any other information or report delivered by either of competent jurisdiction. To them pursuant hereto, which shall have been false or incorrect in any material respect when made or deemed made;
(b) the failure by CompuCom, the Collection Agent or the Transferor to comply with any applicable and material law, rule or regulation with respect to any Receivable or the related Contract, or the nonconformity of any Receivable or the related Contract with any such applicable and material law, rule or regulation;
(c) the failure to vest and maintain in the Transferor an undivided percentage ownership interest in the Receivables free and clear of any Adverse Claim or the failure to vest and maintain vested in the Company an undivided percentage ownership interest, to the extent that of the undertaking to defendTransferred Interest, indemnifyor a first priority perfected security interest, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative Receivables and the Related Security and Collections with respect thereto, free and clear of any law Adverse Claim;
(d) the failure to file, or public policyany delay in filing, Lessee shall contribute financing statements, continuation statements, or other similar instruments or documents under the maximum portion that it UCC of any applicable jurisdiction or other applicable laws with respect to any Receivable, any part of which is permitted to pay and satisfy under applicable law included in the Transferred Interest;
(e) any dispute, claim, offset or defense (other than discharge in bankruptcy) of the Obligor to the payment of any Receivable, any part of which is included in the Transferred Interest (including, without limitation, a defense based on such Receivable or the related Contract not being legal, valid and satisfaction binding obligation of all such Obligor enforceable against it in accordance with its terms), or any other claim resulting from the sale of merchandise or services related to such Receivable or the furnishing or failure to furnish such merchandise or services;
(f) any failure of CompuCom or the Transferor, as Collection Agent or otherwise, to perform its duties or obligations in accordance with the provisions of Article VI; or
(g) any products liability claim or personal injury or property damage suit or other similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Receivable; provided, however, that if the Company enters into agreements for the purchase -------- ------- of interests in receivables from one or more Other Transferors, the Company shall allocate such Indemnified Liabilities incurred Amounts which are in connection with the 66 Liquidity Provider Agreement, the Credit Support Agreement or the credit support furnished by the Indemnitees Credit Support Provider to the Transferor and CompuCom and each Other Transferor; and provided, further, that if such Indemnified Amounts are -------- ------- attributable to the Transferor and CompuCom and not attributable to any Other Transferor, the Transferor and CompuCom shall be solely liable for such Indemnified Amounts or any of themif such Indemnified Amounts are attributable to Other Transferors and not attributable to the Transferor and CompuCom, such Other Transferors shall be solely liable for such Indemnified Amounts.
Appears in 2 contracts
Sources: Transfer and Administration Agreement (Compucom Systems Inc), Transfer and Administration Agreement (Safeguard Scientifics Inc Et Al)
Indemnities. 32.1 Any Goods rejected pursuant to Clause 4.3.2 or 4.6.2 shall be removed by (aand at the expense of) Lessee will paythe Contractor within 7 days of the Rejection Notice. If the Contractor fails to remove rejected Goods within such period, the Purchaser may return the rejected Goods or any of them at the Contractor’s risk, and hereby indemnifiesthe Contractor will indemnify the Purchaser in respect of the cost of carriage and any other costs incurred in relation to such return.
32.2 Unless the Purchaser elects for Defective Goods to be repaired, and agrees to that repair taking place at the Premises, any rejected Goods shall be removed by (and at the expense of) the Contractor within 7 days of the Rejection Notice. If the Contractor fails to remove rejected Goods within such period, the Purchaser may return the rejected Goods or any of them at the Contractor’s risk, and the Contractor will indemnify the Purchaser in respect of the cost of carriage and any other costs incurred in relation to such return.
32.3 The Contractor will indemnify and keep indemnified the Purchaser on demand from and against any costs, claims, liabilities and expenses (including legal expenses on an after-tax indemnity basis) suffered or incurred by the Purchaser as a result of (i) any failure by the Contractor to comply with its obligations under the Data Protection Laws; or (ii) any breach by the Contractor of Clause 12.
32.4 The Contractor will indemnify and keep indemnified the Purchaser against all actions, Lessor claims, demands, costs and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges expenses incurred by or withholdings, together made against the Purchaser which arise in connection with any penalties, fines breach (whether actual or interest thereon alleged) by the Contractor of Clause 13.1.
32.5 The Contractor shall indemnify the Purchaser in respect of all losses of or damage to Issued Property (any including waste of Issued Property) arising from bad workmanship or negligence of the foregoing Contractor) save for any losses or damage resulting from the normal and proper use of Issued Property for the purposes of this Section 12 being called the Agreement.
32.6 If the Contractor breaches Clause 19.1 it shall indemnify the Purchaser in respect of that Party’s costs and expenses in replacing the employee employed by the Purchaser including advertising and other recruitment costs and initial training (but not the cost of ongoing emoluments).
32.7 The Contractor indemnifies the Purchaser, the Replacement Contractor and the Incoming Employees’ former employer against all Employee Liabilities which the Purchaser, any Replacement Contractor and/or the Incoming Employees’ former employer may incur in respect of any breach by the Contractor of Clause 20.3.
32.8 The Contractor indemnifies the Purchaser against and all Employee Liabilities which the Purchaser may suffer as a "Tax"), which may from time to time be imposed on result of or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating :
32.7.1 any failure by the Contractor to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition comply with its obligations pursuant to TUPE in respect of the Airframe Incoming Employees; and
32.7.2 anything done or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or omitted to be done by the income or other proceeds received with Contractor in respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage Incoming Employees whether before or after the perfection date of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesIncoming Relevant Transfer.
(b) Lessee agrees to defend, indemnify, pay 32.9 The Contractor indemnifies the Purchaser and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and any Replacement Contractor against any and all liabilitiesEmployee Liabilities which the Purchaser or any Replacement Contractor may suffer as a result of or in connection with:
32.9.1 any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with its obligations under Clause 17 and/or Clause 21 in relation to the provision of information, obligationsincluding but not limited to, lossessuch information being inaccurate and/or incomplete and/or not providing in a timely manner;
32.9.2 any claim or demand by any Outgoing Employee (whether in contract, damagesdelict, penaltiesunder statute or otherwise) and whether made before, on or after the date of the Outgoing Relevant Transfer arising directly or indirectly from any act, fault or omission of the Contractor or any Affiliate of the Contractor or any Sub-Contractor in respect of any Outgoing Employee on or before the date of the Outgoing Relevant Transfer;
32.9.3 any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with its obligations under regulations 13 or 14 of TUPE or any award of compensation under regulation 15 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Contractor to comply with its obligations under regulation 13 of TUPE;
32.9.4 any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with its obligations under regulation 11 of TUPE or any award of compensation under regulation 12 of TUPE save where such failure arises from the failure of the Purchaser or any Replacement Contractor to comply with its obligations under regulation 11 of TUPE;
32.9.5 any claim arising out of the provision of, or proposal by the Contractor or any Affiliate of the Contractor or any Sub-Contractor to offer any change to any benefit, term or condition or working condition of any Outgoing Employee arising on or before the date of the Outgoing Relevant Transfer;
32.9.6 any statement communicated to or action done by the Contractor or any Affiliate of the Contractor or any Sub-Contractor or in respect of any Outgoing Employee on or before the date of the Outgoing Relevant Transfer regarding the Outgoing Relevant Transfer which has not been agreed in advance with the Purchaser in writing;
32.9.7 any claim (including any individual employee entitlement under or consequent on such a claim) by any trade union or other body or person representing any Outgoing Employees arising from or connected with any failure by the Contractor or any Affiliate of the Contractor or any Sub- Contractor to comply with any legal obligation to such trade union, body or person;
32.9.8 any act or omission of the Contractor or any Affiliate of the Contractor or any Sub-Contractor whether occurring before, on or after the date of the Outgoing Relevant Transfer or any other matter, event or circumstance occurring or having its origin on or before the date of the Outgoing Relevant Transfer;
32.9.9 the breach or non-observance by the Contractor or any Affiliate of the Contractor or any Sub-Contractor occurring on or before the date of the Outgoing Relevant Transfer of any collective agreement applicable to the Outgoing Employees or any custom or practice in respect of any Outgoing Employees that the Purchaser or a Replacement Contractor is contractually obliged to honour; and
32.9.10 any claim made by or in respect of any person employed or engaged or formerly employed or engaged by the Contractor or any Affiliate of the Contractor or any Sub-Contractor other than an Outgoing Employee for whom it is alleged the Purchaser or a Replacement Contractor may be liable by virtue of the Agreement or TUPE.
32.10 The Contractor indemnifies the Purchaser and any Replacement Contractor against any and all Employee Liabilities which the Purchaser or Replacement Contractor may incur arising from any act or omission of the Contractor or any Affiliate of the Contractor or any Sub-Contractor or any other event or occurrence in relation to any member of Staff, who is not an Outgoing Employee, during any period whether before, on or after the date of the Outgoing Relevant Transfer.
32.11 The Contractor indemnifies the Purchaser and any Replacement Contractor against all actions, judgments, suits, claims, costsdemands, losses, charges, damages, costs and expenses and disbursements any other liabilities which the Purchaser or Replacement Contractor may incur in respect of the emoluments and outgoings referred to in Clause 24.3.
32.12 In the event of termination pursuant to Clause 25.4.2, the Contractor shall be liable for and shall indemnify and keep the Purchaser indemnified in respect of any kind or nature whatsoever and all loss resulting from such termination.
32.13 The Contractor shall indemnify the Purchaser against any losses, liabilities, damages, costs (including without limitation but not limited to legal fees) and expenses incurred by or awarded against, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated Purchaser as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds result of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred breach by the Indemnitees or any Contractor of themanti-slavery laws.
Appears in 2 contracts
Sources: Supply of Goods and Services Agreement, Purchase Agreement
Indemnities. 28.1 Sanofi shall indemnify EXS and its Affiliates and their respective directors, officers, employees, subcontractors and agents (“EXS Indemnitees”) from and against any Losses incurred by or awarded against any EXS Indemnitee relating to or in connection with any and all Claims brought by a Third Party to the extent arising out of or resulting from:
(a) Lessee will payany breach of any representation, and hereby indemnifieswarranty, on an after-tax basis, Lessor and its assignees, if any, from and against, covenant or obligation of Sanofi under this Agreement;
(b) any and all fees and taxes, levies, imposts, duties, charges breach or withholdings, together with any penalties, fines violation of Applicable Law by Sanofi or interest thereon (any of the foregoing for the purposes its Affiliates, subcontractors or Sublicensees in performing Sanofi’s responsibilities under this Agreement; or
(c) any acts or omissions of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe Sanofi or any Engine of its Affiliates, subcontractors or Spare Engine Sublicensees with respect to the Research, Development or any part thereof Commercialisation of each Approved Collaboration Target or interest therein by any Federal, state NSM Collaboration Target and Qualifying Molecules and Qualifying Products for that Approved Collaboration Target or local government or other taxing authority NSM Collaboration Target in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority Territory, in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and each case except to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesrelevant Third Party Claim is attributable to the gross negligence or wilful misconduct of an EXS Indemnitee or is subject to an indemnity pursuant to Clause 28.2.
(b) Lessee agrees to defend, 28.2 EXS shall indemnify, pay defend and hold harmless Lessor, Agent Sanofi and each Lender, its Affiliates and the officers, their respective directors, partnersofficers, employees, subcontractors and agents and affiliates of Lessor, Agent and each Lender, (collectively called the "“Sanofi Indemnitees"”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of Losses incurred by or awarded against any kind Sanofi Indemnitee relating to or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened and all Claims brought by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating Third Party to or the extent arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby resulting from:
(including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds a) any breach of any representation, warranty, covenant or obligation of EXS under this Agreement;
(b) any breach or violation of Applicable Law by EXS or any of its Affiliates, subcontractors or sublicensees in performing EXS’s responsibilities under this Agreement;
(c) the LoansResearch of any Approved Collaboration Target and Qualifying Molecules and Qualifying Products for that Target in the Territory by or on behalf of EXS or any of its Affiliates or permitted subcontractors and sublicensees;
(d) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to acts or omissions of EXS or any Indemnitee hereunder of its Affiliates, subcontractors and sublicensees with respect to any Indemnified Liabilities Termination Molecule, Termination Product, Reversion Molecule or Reversion Product; or
(e) any allegation by a Third Party that either (i) the exercise by any Sanofi Indemnitee of any rights granted to Sanofi by EXS hereunder or (ii) the use or exploitation by any Sanofi Indemnitee of any Sanofi Collaboration IP or EXS Project IP, infringes any intellectual property rights of that Third Party, but solely to the extent that such Indemnified Liabilities arise solely from Claim alleges that such infringement arose as a result of the EXS Platform Technology IP infringing upon the same intellectual property rights of that Third Party. in each case except to the extent that the relevant Third Party Claim is attributable to the gross negligence or willful wilful misconduct of that an Sanofi Indemnitee as determined or is subject to an indemnity pursuant to Clause 28.1.
28.3 Notwithstanding any other term of this Agreement, with respect to any Claim by a final judgment Third Party against a Party (the “Indemnified Party”) in relation to which the Indemnified Party is entitled to indemnification under this Agreement from the other Party (the “Indemnifying Party”):
(a) the Indemnified Party shall promptly notify the Indemnifying Party in writing of the relevant Third Party Claim (provided that any delay or failure to provide such notice will not constitute a court of competent jurisdiction. To waiver or release of, or otherwise limit, the Indemnified Party’s rights to indemnification, except to the extent that such delay or failure materially prejudices the undertaking Indemnifying Party’s ability to defenddefend against the relevant Claims);
(b) the Indemnified Party shall not admit any liability or agree to any settlement or compromise without the prior written consent of the Indemnifying Party;
(c) the Indemnifying Party shall assume exclusive conduct of the relevant Claim, indemnifywhich shall include the exclusive right to conduct any proceedings or action, pay negotiate the settlement of the Claim and hold harmless set forth conduct all discussions and dispute resolution efforts in connection with the preceding sentence may be unenforceable because it is violative relevant Claim (taking into consideration in good faith any reasonable concerns or objections raised by the Indemnified Party);
(d) until the Indemnifying Party assumes conduct of the relevant Claim, the Indemnified Party shall take all proper action to deal with the Claim so as to minimise the extent of any law or public policyamount payable under that Claim;
(e) the Indemnified Party shall, Lessee at the Indemnifying Party’s request, cost and expense, give the Indemnifying Party all reasonable assistance in connection with the conduct of the relevant Claim, including access to personnel and provision of documents; and
(f) the Indemnifying Party shall contribute not settle the maximum portion relevant Claim unless the settlement fully and unconditionally releases the Indemnified Party from all liability relating to that it is permitted to pay and satisfy under applicable law to Claim (unless the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themParty agrees otherwise in writing).
Appears in 2 contracts
Sources: Collaboration and License Agreement (Exscientia PLC), Collaboration and License Agreement (Exscientia PLC)
Indemnities. (a) Lessee will payAction shall indemnify, defend and hereby indemnifies, on an after-tax basis, Lessor hold Americana harmless against and its assignees, if any, from and against, in respect of any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including, without limitation, reasonable attorneys' fees and taxes(collectively, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "TaxLosses"), that it shall incur or suffer, which may from time to time be imposed on directly or asserted against Lessor and its assigneesindirectly arise out of, if anyresult from, or the Airframe relate to any breach, or failure to perform, any Engine of Action's representations, warranties, covenants, or Spare Engine agreements in this Agreement or in any part thereof or interest therein by any Federalschedule, state or local government certificate, exhibit, or other taxing authority in the United States instrument furnished or to be furnished by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) Action under this Lease or the Aircraft Chattel MortgageAgreement; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities such breach or failure to perform the representations and warranties of Action under this Agreement, Action shall only be required to indemnify Americana to the extent such Indemnified Liabilities arise solely from Losses exceed $5,000 (the gross negligence or willful misconduct "Threshold Amount") and in which event Action shall be responsible to indemnify Americana for all amounts including the Threshold Amount, subject to the other provisions of that Indemnitee as determined by a final judgment of a court of competent jurisdictionthis Section 8.
1. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth The indemnification described herein shall also apply in the preceding sentence may be unenforceable because it is violative event of an assertion against Americana, or Action's assets, by any person, entity, government or subdivision thereof, of any law claim, demand, penalty, fine, or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law tax accruing prior to the payment Closing. Said right of indemnification shall be the sole and satisfaction exclusive right and remedy of all Indemnified Liabilities incurred the parties hereto with respect to third party claims; provided, that any party may seek injunctive relief in any proper court in accordance with the terms and provisions of this Agreement. Notwithstanding the foregoing, Action's liability with respect to any claims arising out of or related to this Agreement shall in no event exceed $125,000. Losses to be indemnified by Action under this Article VIII shall not include any consequential, incidental, special, indirect, exemplary or punitive damage or damages for lost profits or loss of business. In addition, Action shall have no indemnification obligation or liability with respect to any misrepresentation or breach of warranty if the Indemnitees conditions, facts or any circumstances giving rise to such misrepresentation or breach were disclosed in this Agreement or were otherwise known to Americana prior to or at the Closing (and such misrepresentation or breach of themwarranty shall not constitute a breach of this Agreement).
Appears in 2 contracts
Sources: Asset Purchase Agreement (Americana Publishing Inc), Asset Purchase Agreement (Americana Publishing Inc)
Indemnities. Each Venturer agrees with the other Venturer to be responsible for its proportion of the debts and liabilities (a) Lessee will paythe “Liabilities”), arising from or incurred in connection with the Facility whether present or future, provided that the Liabilities have been properly incurred by the Venturers pursuant to this Agreement. Each Venturer shall at all times indemnify and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, save harmless the other Venturer:
a. from and against, any and all fees Liabilities to the extent of that portion of all Liabilities which the other Venturer has incurred in excess of its proportionate share of the Liabilities and taxeswhich has been paid or incurred by the Indemnified Venturer.
b. from any and all actions, leviesproceedings, impostscauses, claims, demands, costs, liability, damages and expenses of every nature or kind whatsoever arising out of the Indemnifying Venturer’s separate debts, liabilities, obligations, duties, charges agreements, costs and expenses, whether present or withholdingsfuture.
c. and its affiliates, together with any penaltiesand its and their directors, fines officers, employees, and agents from and against the full amount of all damages and other liabilities, (including reasonable legal fees and expenses) suffered by it caused by, or interest thereon (any arising, directly or indirectly, from, a claim by a third party relating to:
i. the business or activities of the foregoing for Venturer in circumstances where the purposes other Venturer is joined as a party solely because of the Venturer’s participation in the Joint Venture;
ii. the unauthorized acts of, or contracts outside the scope of this Section 12 being called a "Tax")Agreement entered into by, which may from time to time be imposed on the Venturer;
iii. the Venturer’s intellectual property; or,
iv. negligence or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition misconduct of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; providedVenturer. in each case, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and except to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationsclaims, losses, damages, penaltiesliabilities, actionsobligations, judgments, suits, claims, costs, costs or expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating are determined to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise resulted solely from the gross negligence or willful intentional misconduct of that Indemnitee as determined by a final judgment the indemnified Venturer. This indemnity and all other indemnities contained in this Agreement shall survive Termination of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Agreement.
Appears in 2 contracts
Indemnities. (a) Lessee will payTenant, at Tenant’s expense, shall defend (with counsel satisfactory to Landlord), indemnify and hereby indemnifieshold harmless Landlord and Landlord’s agents, on an after-tax basisemployees, Lessor invitees, licensees and its assignees, if any, contractors from and againstagainst any cost, claim, action, liability or damage of any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may kind arising from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) Tenant’s use and occupancy of the Airframe Property, Building, Premises and Additional Property for Parking, or any Engine activity done or Spare Engine permitted by Tenant, in, on or any part thereof of interest therein; about the Property, Building, Premises and Additional Property for Parking, (ii) the manufactureany breach or default by Tenant of its obligations under this Lease, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals negligent, tortious or other earnings therefor illegal act or arising therefrom omission of Tenant, its agents, employees, invitees, licensees or contractors. The obligations of Tenant under this paragraph shall survive the income expiration or other proceeds received with respect thereto; termination of this Lease. Nothing in this paragraph shall relieve Landlord from, or (iv) this Lease require Tenant to indemnify Landlord against, liability for damages to property or injury to person caused by the Aircraft Chattel Mortgage; providednegligence or willful misconduct of Landlord or its agents, howeveremployees or contractors. All property kept, thatstored or maintained in the Property, there Building, Premises and/or the Additional Property for Parking shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless at the payment sole risk of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesTenant.
(b) Lessee agrees to Landlord, at Landlord’s expense, shall defend, indemnify, pay indemnify and hold harmless Lessor, Agent Tenant and each Lender, and the officers, directors, partnersTenant’s agents, employees, agents invitees, licensees and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") contractors from and against any and all liabilitiescost, obligationsclaim, lossesaction, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements liability or damage of any kind arising from any negligent, tortious or nature whatsoever (including without limitation illegal act or omission of Landlord, its agents, employees, invitees, licensees and contractors. Landlord shall not be liable to Tenant or any other person or entity for any damages arising from any act or omission of any other tenant of the reasonable fees and disbursements Property. The obligations of counsel for such Indemnitees Landlord under this paragraph shall survive the expiration or termination of this Lease. Nothing in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee this paragraph shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byrelieve Tenant from, or asserted against any such Indemniteerequire Landlord to indemnify Tenant against, in any manner relating liability for damages to property or arising out of this Lease or injury to person caused by the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defendTenant or its agents, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law employees or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themcontractors.
Appears in 2 contracts
Sources: Office & Parking Lease (Eargo, Inc.), Office & Parking Lease (Eargo, Inc.)
Indemnities. (A) Tenant shall indemnify and hold Landlord, its employees and agents harmless from and against all costs, damages, claims, liabilities and expenses (including reasonable attorneys’ fees) suffered by or claimed against Landlord, directly or indirectly, based on or arising out of (a) Lessee will pay, Tenant’s use and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any occupancy of the foregoing for Premises or the purposes business conducted by Tenant therein, (b) any negligent or wrongful act or omission of Tenant or any Tenant Party, (c) any breach of Tenant’s obligations under this Section 12 being called a "Tax"Lease, including failure to surrender the Premises upon the expiration or earlier termination of the Lease Term, or (d) any entry by Tenant or any Tenant Party upon the Lot prior to the Commencement Date, except in the case of (a), which may from time to time be imposed on or asserted against Lessor (c) and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (id) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that caused by the validity thereof negligent or wrongful act or omission of Landlord, its agents or employees. In the event Landlord and/or its managing agent shall, without fault on their part, be made a party(ies) to any litigation commenced by or against Tenant (other than a suit commenced by one party to this Lease against the other), then Tenant shall be contested protect and hold them harmless, and shall pay all reasonable costs and expenses and reasonable attorneys’ fees incurred or paid by Landlord and/or its managing agent in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves connection with respect thereto in accordance with generally accepted accounting principlessuch litigation.
(bB) Lessee agrees to defend, indemnify, pay Landlord shall indemnify and hold Tenant, its employees and agents harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, lossescosts, damages, penalties, actions, judgments, suits, claims, liabilities and expenses (including reasonable attorneys’ fees) suffered by or claimed against Tenant, directly or indirectly, based on or arising out of any negligent or wrongful act or omission of Landlord or its agents, vendors, contractors or employees. In the event Tenant shall, without fault on its part, be made a party to any litigation commenced by or against Landlord (other than a suit commenced by one party to this Lease against the other), then Landlord shall protect and hold them harmless, and shall pay all costs, expenses and disbursements of any kind reasonable attorneys’ fees incurred or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees paid by Tenant in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themlitigation.
Appears in 2 contracts
Sources: Lease Agreement (Hubspot Inc), Lease Agreement (Hubspot Inc)
Indemnities. 9.1 Without limiting the rights of the Buyer to claim damages for breach of the Seller’s Warranties on a warranty basis, the Seller shall indemnify the Buyer against all Losses arising from or in connection with any liability (except to the extent taken into consideration in the Completion Accounts):
(a) Lessee will payfor Taxes, claims and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, assessments (including any late payment interest) from and against, any and all fees and taxes, levies, imposts, duties, charges Taxation Authority arising from or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition payments made to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and Seller pursuant to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.Transaction Documents, other than Transaction Taxes;
(b) Lessee agrees for Tax liabilities of the Company and/or its Subsidiaries (including any late payment interest) arising with respect to defendthe period prior to, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements or arising as a consequence of any kind event which occurred before, Completion, over and above any reserve for Taxes reflected in the Accounts and/or the Completion Accounts;
(c) in the event of any investigation, enquiry, demand or nature whatsoever claim by any Taxation Authority related to or with the affairs of the Buyer arising from or out of any actual or alleged Tax liability of the Seller in connection with the transactions contemplated herein, whether or not legitimate or valid under applicable laws, the Seller shall reimburse the Buyer for all costs and expenses incurred by the Buyer in relation thereto, including fees of legal counsel, tax advisers and accountants;
(d) arising from the failure to obtain the TRC;
(e) arising from any claims made under the guarantee from Oman International Bank on behalf of Willbros Engineers (UAE) Branch expiring 19 March 2013;
(f) subject to schedule 4, arising from any claims made in respect of projects completed by the Company and its Subsidiaries within the ten year period ending on the date of Completion;
(g) in respect of claims relating to employee end of service benefits, gratuities and/or pensions arising as a consequence of the policy followed by the Company and its Subsidiaries in respect of dismissing and immediately re-hiring employees on an annual basis, up to and including without limitation the reasonable fees date of Completion; and
(h) arising as a consequence of the 2009 merger between Willbros International Equipment Limited and disbursements International Pipeline Equipment Inc.
9.2 Without limiting the rights of counsel the Seller to claim damages for such Indemnitees breach of the Buyer’s warranties on a warranty basis, the Buyer shall indemnify the Seller against all Losses arising from or in connection with any investigativeliability:
(a) for Taxes, administrative claims and assessments (including any late payment interest) from any Taxation Authority arising from or judicial proceedingin connection with payments made to the Buyer pursuant to the Transaction Documents, commenced other than Transaction Taxes;
(b) for Tax liabilities of the Company and/or its Subsidiaries (including any late payment interest) arising with respect to any period after, or threatened arising as a consequence of any event which occurred after, Completion; and
(c) in the event of any investigation, enquiry, demand or claim by any PersonTaxation Authority related to or with the affairs of the Seller arising from or out of any actual or alleged Tax liability of the Buyer in connection with the transactions contemplated herein, whether or not any such Indemnitee shall be designated as a party legitimate or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign valid under applicable laws, statutes, rules or regulations (including without limitation securities the Buyer shall reimburse the Seller for all costs and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by the Indemnitees or Seller in relation thereto, including fees of legal counsel, tax advisers and accountants.
9.3 The Seller and the Buyer shall share equally the responsibility for any of themTransaction Taxes.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Willbros Group, Inc.\NEW\)
Indemnities. (a1) Lessee will payManager hereby agrees to indemnify, defend and hereby indemnifies, on an after-tax basis, Lessor protect Owner and its assignees, if any, from respective officers and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon directors (any of such persons collectively called the foregoing "INDEMNIFIED PARTIES" for the purposes of this Section 12 being called a "Tax"XVIII.O(1)), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition hold each of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold Indemnified Parties harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements liabilities (including, without limitation, attorneys' fees and expenses incurred in good faith and court costs) incurred by the Indemnified Parties by reason of any kind claim or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with demand being made upon or any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted action taken against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely Parties arising from the Manager's gross negligence or willful misconduct of or fraud with respect to its duties and obligations under this Agreement. The Indemnified Parties shall, in good faith, endeavor to notify Manager in writing as to every such claim, demand or action against the Indemnified Parties within ten (10) Business Days after the Indemnified Parties become aware that Indemnitee as determined by a final judgment of a court of competent jurisdictionsuch claim or demand has been made or such action has been taken. To A failure to notify Manager shall not limit Manager's liability under this Section XVIII.O(1) to the extent that the undertaking such failure to defend, notify does not adversely affect Manager's rights with respect to such claim.
(2) Owner hereby agrees to indemnify, pay defend and protect Manager and each of Manager's constituent partners and their respective officers and directors (each such person collectively called the "INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(2)), and hold each of the Indemnified Parties harmless set forth against all losses, damages, costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses incurred in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay good faith and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities court costs) incurred by the Indemnitees Indemnified Parties by reason of any claim or demand being made upon or any action taken against any of themthe Indemnified Parties arising from (i) any gross negligence or willful misconduct or fraud of Owner, except to the extent Manager or its Affiliate is responsible for such gross negligence or willful misconduct, or (ii) any act taken or omission made by Manager in the performance of its obligations under this Agreement, which act or omission was not the result of Manager's gross negligence or willful misconduct or fraud. The Indemnified Parties shall, in good faith, endeavor to notify Owner in writing as to every such claim, demand or action against the indemnified parties within ten (10) Business Days after the Indemnified Parties become aware that such claim or demand has been made or such action has been taken. A failure to notify Owner shall not limit Owner's liability under this Section XVIII.O(2) to the extent that such failure to notify does not adversely affect Owner's rights with respect to such claim.
(3) No person engaged as an independent contractor by Owner or Manager shall be considered an employee, servant, agent or other Person that Owner or Manager (as the case may be) shall be obligated to indemnify for the purposes of this Section XVIII.
Appears in 2 contracts
Sources: Management Agreement (Westfield America Inc), Management Agreement (Westfield America Inc)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee Purchaser agrees to defend, indemnify, pay defend and hold harmless LessorSeller, Agent and each Lender, and the its officers, directors, partners, employees, agents agents, representatives and affiliates of Lessor, Agent and each Lender, affiliated or parent companies (which additional parties are hereinafter collectively called the referred to as "IndemniteesSeller Agents") from and against any and all losses, liabilities, obligations, lossescauses of action, damages, liens, penalties, actionsfines, settlements, judgments, suitsexpenses, attorney's fees, court costs and claims (hereinafter referred to collectively as "claims") arising (i) from the breach of this Agreement by Purchaser, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation ii) from the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byAssumed Liabilities, or asserted against any such Indemnitee(iii) on or after the Effective Date, in any manner way connected with, attributable to, or resulting from Purchaser's ownership or operation of, or activities on the Assets, including, but not limited to, claims for damage to property or injury or death to persons, claims for breach of duties and obligations arising under or by virtue of any lease, contract, agreement, permit, applicable statute or rule. Purchaser's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such claims REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, ENVIRONMENTAL LIABILITY, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER, ITS SELLER AGENTS OR ANY OTHER PARTY OR PERSON, AND REGARDLESS WHETHER OR NOT SUCH CLAIMS AROSE PRIOR TO THE EFFECTIVE DATE OR RELATE TO CONDITIONS THAT EXISTED PRIOR TO THE EFFECTIVE DATE. In addition, and without limiting the generality of the foregoing, Purchaser shall be solely liable and responsible for the proper plugging and abandoning of all well▇ ▇▇▇ located on or hereafter drilled on the Assets, and any surface restoration or environmental clean-up associated therewith, and shall indemnify, defend and hold harmless Seller and its agents from and against all claims relating to or same.
(b) Except as otherwise set forth herein and except for the Assumed Liabilities of Purchaser, Seller agrees to indemnify, defend and hold harmless, Purchaser and its agents, officers, from and against any and all claims arising out from the breach of this Lease Agreement by Seller and/or any obligations or liabilities retained by Seller hereinafter. Seller's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such claims REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, ENVIRONMENTAL LIABILITY, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, ITS PURCHASER AGENTS OR ANY OTHER PARTY OR PERSON.
(c) Nothing in this section shall reduce or diminish the specific indemnity and assumption of liability and responsibility by Purchaser with regard to environmental risks set forth Purchase and Sale Agreement Page No. 25 hereinabove in Article IV or the other Transaction Documents specific indemnity and assumption of liability and responsibility of Seller as set forth in Indemnity Agreement to be executed by Seller at Closing.
(d) Any claim for indemnity under any provision of this Agreement, including Sections 4.8 and 9.4, shall be made by written notice from the party seeking indemnification (the "Indemnified Party") to the party required to provide same (the "Indemnifying Party"), together with a written description of any third party claim against the Indemnified Party, stating the nature and basis of such claim and, if ascertainable, the amount thereof. The Indemnifying Party shall have a period of thirty (30) days after receipt of such notice within which to respond thereto or, in the case of a third party claim which requires a shorter time for response, then within such shorter period as specified by the Indemnified Party in such notice (the "Notice Period"). If the Indemnifying Party denies liability or fails to respond to the transactions contemplated hereby notice within the Notice Period, the Indemnified Party may defend or thereby (including compromise the claim as it deems appropriate without limitation Lenders' agreement prejudice to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any Party's rights hereunder, with no further obligation to inform the Indemnifying Party of the status of the claim and no right of the Indemnifying Party to approve or disapprove any Indemnitee hereunder action, taken in connection therewith by the Indemnified Party. If the Indemnifying Party accepts liability, it shall so notify the Indemnified Party within the Notice Period and elect either: (i) to undertake the defense or compromise of such third party claim with respect counsel selected by the Indemnifying Party and reasonably approved by the Indemnified Party, or (ii) to instruct the Indemnified Party to defend or compromise such claim. If the Indemnifying Party undertakes the defense or compromise of such third party claim, the Indemnified Party shall be entitled, at its own expense, to participate in such defense. No compromise or settlement of any Indemnified Liabilities third party claim shall be made without reasonable notice to the extent Indemnified Party and, unless such compromise or settlement includes a general release of the Indemnified Liabilities arise solely from Party in respect of the gross negligence or willful misconduct matter with no admission of that Indemnitee as determined by a final judgment liability on the part of a court the Indemnified Party and non constraints on the future conduct of competent jurisdiction. To its business, without the extent that prior written approval of the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themParty.
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Energy Partners LTD), Purchase and Sale Agreement (Energy Partners LTD)
Indemnities. (a) Lessee will paya. Licensee hereby agrees to indemnify, defend and hold Licensor, their hotels, partners, subsidiaries, affiliates, franchises, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent allied companies and each Lender, and the of their officers, directors, partnersagents, employeescontractors, agents subcontractors and affiliates of Lessoremployees (collectively, Agent and each Lender, (collectively called the "Indemnitees") harmless from and against any and all claims, liabilities, obligations, losses, damages, penaltiesfines penalties or costs of whatsoever nature (including reasonable attorneys' fees), actionsand whether or not occurring during the term hereof or occasioned or contributed to by the negligence of Licensor, judgmentsa Hotel, suitsor any agent or employee of the Indemnitees, claimsor any of them (except as and to the extent otherwise prohibited by applicable law), costsarising out of or in any way connected with, expenses and disbursements whether by reason of death of or injury to any kind person or nature whatsoever (loss of or damage to any property or otherwise, arising out of or in any way connected with actions or omissions of Licensee under this Agreement. Licensee's representations, warranties, covenants agreements and licenses hereunder, the services provided by Licensee or any Licensees or other subcontractors, of Licensee hereunder or any related act of failure to act by Licensee, its agents, licensees, subcontractors, servants employees or invitees, including without limitation the reasonable fees use of the Licensed Area and disbursements any allegation that the Equipment or any part of counsel for such Indemnitees in connection with them infringes any investigativerights of any other person, administrative including without limitation copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or judicial proceeding, commenced or threatened by any Personother intellectual property laws, whether or not any such occurring during the term hereof or occasioned or contributed to by the negligence of an Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect an agent or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byemployee of the Indemnitees, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) them (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities except as and to the extent such Indemnified Liabilities arise solely from prohibited by applicable law). In the gross negligence event that any claim is made or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To any action or proceeding is brought against the extent that the undertaking to defendIndemnitees, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them, arising out of or connected with this Agreement, any such Indemnitees may be notice to Licensee, elect to require Licensee, at Licensee's expense, to resist such claim or take over the defense of any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the prior approval of such Indemnitee.
b. If the Service's system or any part thereof, furnished by Licensee to the Hotels becomes, or in the opinion of Licensee may become, the subject of any claim, suit or proceeding for infringement of any United States patent or copyright, or in the event of an adjudication that such product or part infringes any United States patent or copyright, or if the use, lease or sale of such product or part is enjoined, Licensee shall elect and implement one of the following options at its expense: (1) procure for the Hotel the right under such patent or copyright to use, lease or sell, as appropriate, such system or part, or (2) replace, modify, or remove such system or part. If the Hotels or Licensor determines, in its sole discretion, that such replacement, modification, or removal of the system or part has a significant negative impact on the overall functioning of the Service, the Hotels or Licensor have the right to terminate this Agreement thirty (30) days after giving written notification to Licensee of such intention to terminate. In the event of such termination, Licensee agrees to remove the Service as provided herein.
c. Licensee represents and warrants that (i) the Client-Server Software does not contain any viruses, disabling code, or similar devices which are designed to damage the Hotel's data, software, or hardware, or to interfere with the Hotel's use of the Client Server-Software, (ii) the Client-Server Software will function substantially in accordance with its
Appears in 2 contracts
Sources: Master License Agreement (Cais Internet Inc), Master License Agreement (Cais Internet Inc)
Indemnities. (a) Lessee will pay9.1 Each of the Seller and the Warrantors shall indemnify the Buyer and the Company against, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition pay to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such TaxBuyer a sum equal to, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses expenses, damages and disbursements of any kind or nature whatsoever losses (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with but not limited to any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential losses, loss of profit, loss of reputation and whether based on all interest, penalties and legal costs and all other reasonable professional costs and expenses) suffered or incurred by the Buyer or the Company arising out of or in connection with any federalof the following matters:
(a) Any liability to Taxation, state fine or foreign lawspenalty together with any loss, statutesdamage or costs arising from or related to the Share for Share Exchange and any need for remedial action to be carried out in respect of the same in order to ensure that the Seller has proper legal and beneficial title to the Sale Shares;
(b) Any obligation, rules liability, cost, loss or regulations damage relating to any outstanding amount due and payable in respect of the Purple Batch Loan agreement;
(c) Any liability, cost, loss or damage incurred by the Company relating to any Employee or Worker of the Company claiming that the Bonus Scheme is a contractual right in accordance with their terms of employment or engagement with the Company (including without limitation securities any ongoing obligation of the Company to make payments in accordance with or connected to the Bonus Scheme) and commercial lawsgives them any right or entitlement to a payment for any period after 31st March 2014 in excess of the bonus scheme operated by the Buyer in equivalent business at the date hereof;
(d) Any obligation, statutes, rules liability (including any liability to tax or regulations and Environmental LawsNational Insurance Contributions), on common law cost, loss or equitable cause or on contract or otherwise, that may be imposed on, damage incurred by, or asserted against any such Indemnitee, in any manner by the Company relating to payments made to any service company of any director, employee or arising out sales person of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby Company (including without limitation Lenders' agreement but not limited to make the Loans Purple Batch Limited and Medtech Consultants Limited) and any failure to Lessor or the use or intended use disclose these payments as related party transactions by virtue of the proceeds of Companies A▇▇ ▇▇▇▇ (or any of the Loans) (collectively called the "Indemnified Liabilities"other relevant legislation or regulation); provided that Lessee and
(e) Any liability, cost, loss or damage incurred by the Company relating to the sale or grant of licences of FRACTIONcheck and / or ImagePro software to third parties.
9.2 The Warrantors shall not have any obligation be severally liable to any Indemnitee hereunder Claim under 9.1 above to the extent set out in column 2 of Schedule 1.
9.3 In addition Mr N▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereby indemnifies the Buyer with respect to all and any Indemnified Liabilities cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below
9.4 In addition M▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Virk hereby indemnifies the extent such Indemnified Liabilities arise solely from Buyer with respect to all and any cost, loss or damage relating to a breach by him of his obligations in clause 10.1 below.
9.5 In addition M▇▇ ▇▇▇▇▇ ▇▇▇▇ Stevens hereby indemnifies the gross negligence Buyer with respect to all and any cost, loss or willful misconduct damage relating to a breach by her of that Indemnitee as determined her obligations in clause 10.1 below.
9.6 Any payment made by a final judgment the Seller and / or the Warrantors in respect of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth an Indemnity Claim shall include:
(a) an amount in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction respect of all Indemnified Liabilities costs and expenses reasonably incurred by the Indemnitees or Buyer and the Company in bringing the relevant Indemnity Claim; and
(b) any amount necessary to ensure that, after any Taxation of themthe payment, the Buyer and the Company (as the case may be) is left with the same amount it would have had if the payment was not subject to Taxation.
Appears in 2 contracts
Sources: Share Purchase Agreement (Advanced Accelerator Applications S.A.), Share Purchase Agreement (Advanced Accelerator Applications S.A.)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to To the extent that the validity thereof permitted by law, Tenant shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted does hereby indemnify Landlord and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defendsave it harmless and, indemnifyat Landlord's option, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") defend it from and against any and all liabilitiesclaims, obligations, lossesactions, damages, penalties, actions, liabilities and expenses (including attorneys' and other professional fees) judgments, suitssettlement payments, claimsand fines paid, costs, expenses and disbursements of any kind incurred or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees suffered by Landlord in connection with loss of life, personal injury and/or damage to property or the environment suffered by third parties arising from or out of the occupancy or use by Tenant of the Premises or any investigativepart thereof or any other part of the Shopping Center, administrative occasioned wholly or judicial proceeding, commenced or threatened in part by any Personact or omission of Tenant, its officers, agents, contractors, employees or invitees, or arising, directly or indirectly, wholly or in part from any conduct, activity, act, omission, or operation involving the use, handling, generation, treatment, storage, disposal, other management or Release of any Hazardous Substance in, from or to the Premises, whether or not Tenant may have acted negligently with respect to such Hazardous Substance. Tenant's obligations pursuant to this Section shall survive any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out termination of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities act, omission or occurrence which took place prior to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictiontermination. To the extent that permitted by law, Landlord shall and does hereby indemnify Tenant and agrees to save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) in connection with loss of life, personal injury and/or damage to property suffered by third parties arising from or out of the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative use of any law portion of the Common Areas by Landlord, occasioned wholly or public policyin part by any act or omission of Landlord, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees its officers, agents, contractors or any of thememployees.
Appears in 2 contracts
Sources: Lease Agreement (Boston Restaurant Associates Inc), Lease Agreement (Ciao Cucina Corp)
Indemnities. Subject to applicable waivers of claims and rights of subrogation, Tenant shall protect, defend (a) Lessee will paywith counsel approved by Landlord in its reasonable discretion), indemnify and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, save Landlord harmless from and against, against any and all fees claims and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting liabilities arising from: (i) the Airframe conduct or management by Tenant or by anyone claiming under Tenant of or from any work or thing whatsoever done in or about the Premises during the Term by Tenant or by anyone claiming under Tenant and from any condition existing, or any Engine injury to or Spare Engine death of persons or any part thereof of interest thereindamage to property occurring or resulting from an occurrence, during the Term in or about the Premises; and (ii) any breach or default on the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale part of Tenant in the performance of any covenant or other disposition agreement on the part of Tenant to be performed pursuant to the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) terms of this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) negligent act or omission on the part of Tenant or any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partnersagents, employees, agents and affiliates of Lessorsubtenants, Agent and each Lenderlicensees, (collectively called the "Indemnitees") invitees or assignees. Tenant further agrees to indemnify Landlord from and against all costs, expenses (including reasonable attorneys’ fees) and other liabilities incurred in connection with any such indemnified claim or action or proceeding brought thereon, any and all liabilitiesof which, if reasonably suffered, paid or incurred by Landlord, Tenant shall pay promptly upon receipt of written demand to Landlord as Additional Rent. Tenant’s duty to indemnify Landlord under this Paragraph 15 shall survive the expiration and termination of this Lease with respect to any claims or liability occurring prior to such expiration or termination. Notwithstanding the foregoing, nothing herein shall be deemed to require Tenant to indemnify, defend, protect or hold Landlord harmless from any liability, obligations, lossesclaims, damages, penalties, actionscause of action, judgments, suits, claims, costs, expenses and disbursements of any kind cost or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities expense to the extent such Indemnified Liabilities arise solely from caused directly or indirectly by the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defendLandlord or Landlord’s agents, indemnifyemployees, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law contractors or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of theminvitees.
Appears in 2 contracts
Sources: Lease Agreement (Implant Sciences Corp), Lease (Implant Sciences Corp)
Indemnities. 12.1 SutroVax agrees to indemnify and hold harmless Sutro and its Affiliates and Sublicensees, and their respective agents, directors, officers and employees and their respective successors and assigns (the “Sutro Indemnitees”) from and against any Third Party claim, suit, demand, investigation or proceeding brought by a Third Party (each a “Claim”) based on (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, subleasedevelopment, use, storagemanufacture, maintenancedistribution or sale of any Vaccine Composition, sale including, but not limited to, [***], injury, damage, death or other disposition consequence occurring to any person claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, any such product, whether claimed by reason of breach of warranty, negligence, product defect or otherwise, and regardless of the Airframe form or forum in which any Engine such claim is made, or Spare Engine; (iiib) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment breach of any such Tax shall be a condition to the enforceability representation, warranty, covenant or obligation of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing SutroVax in this Section Agreement. This indemnification shall require the payment of any Tax so long as and not apply to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesrelevant Claim is due to the negligence or willful misconduct of a Sutro Indemnitee or a material breach of any of Sutro’s representations, warranties, covenants and/or obligations under this Agreement or any supply agreement between the Parties as contemplated hereunder.
(b) Lessee 12.2 Sutro agrees to defend, indemnify, pay indemnify and hold harmless Lessor, Agent SutroVax and each Lenderits Affiliates, and the officersSublicensees, and their respective agents, directors, partners, employees, agents officers and affiliates of Lessor, Agent employees and each Lender, their respective successors and assigns (collectively called the "“SutroVax Indemnitees"”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements Claim any breach of any kind representation, warranty, covenant or nature whatsoever (including without limitation the reasonable fees and disbursements obligation of counsel for such Indemnitees Sutro in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee Agreement. This indemnification shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities apply to the extent such Indemnified Liabilities arise solely from that the gross relevant Claim is due to the negligence or willful misconduct of that a SutroVax Indemnitee as determined or a material breach of any of SutroVax’s representations, warranties, covenants and/or obligations under this Agreement.
12.3 The obligation to indemnify pursuant to this Section 12 shall be contingent upon timely notification by a final judgment the indemnitee to the indemnitor of a court any claims, suits or service of competent jurisdictionprocess; the tender by the indemnitee to the indemnitor of full control over the conduct and disposition of any claim, demand or suit; and reasonable cooperation by the indemnitee in the defense of the claim, demand or suit. To No indemnitor will be bound by or liable with respect to any settlement or admission entered or made by any indemnitee without the prior written consent of the indemnitor. The indemnitee will have the right to retain its own counsel to participate in its defense in any proceeding hereunder. The indemnitee shall pay for its own counsel except to the extent it is determined that (a) one or more legal defenses may be available to it which are different from or additional to those available to the indemnitor, or (b) representation of two Parties by the same counsel would be inappropriate due to actual or potential differing interests between them. In any such case and to such extent, the indemnitor shall be responsible to pay for the reasonable costs and expenses of the separate counsel retained to participate in the defense of the indemnitee, provided that such expenses are otherwise among those covered by the indemnitor’s indemnity agreement hereunder.
12.4 At such time as any Vaccine Composition is being commercially distributed or sold or tested in clinical trials by SutroVax or under its sponsorship and thereafter with respect to coverage tail periods consistent with prevailing industry norms, SutroVax shall, at its sole cost and expense, procure and maintain liability insurance coverage appropriate, under prevailing industry norms, to the risk in marketing such Vaccine Composition(s) and shall cause Sutro and its Affiliates, licensors and employees to be added thereto as additional insureds. SutroVax will, following Sutro’s reasonable request from time to time, present evidence to Sutro that the undertaking coverage is being maintained in accordance with the foregoing. In addition, SutroVax shall give Sutro, or require that its insurers agree to defendgive Sutro, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative at least [***] days ‘ prior written notice of any law material change in or public policy, Lessee shall contribute cancellation of the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of theminsurance coverage.
Appears in 2 contracts
Sources: Sutrovax Agreement (Vaxcyte, Inc.), Sutrovax Agreement (SutroVax, Inc.)
Indemnities. (a) Lessee will payWithout limiting any other rights that any such Person may have hereunder or under Applicable Law (including the right to recover damages for breach of contract), the Borrower hereby agrees to indemnify and hold harmless the Lender, its Affiliates, and hereby indemnifiesall successors, on an after-tax basis, Lessor and its assignees, if any, from and against, any transferees. assigns and all fees officers, directors, stockholders, members, employees, advisors, representatives and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (agents of any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees"an “Indemnified Party”) from and against any and all damages, losses, claims, liabilities, obligations, losses, damagesexpenses, penalties, actions, suits, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (and related costs and expenses, including without limitation the reasonable attorneys’ fees and disbursements and court costs (all of counsel for such Indemnitees the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of, relating to or by reason of the execution, delivery, enforcement, performance, administration of, or otherwise arising out of or incurred in connection with this Agreement, the Transaction Documents, the Related Documents or the funding of the Advances or the use of proceeds therefrom or in respect of any investigativeReceivable including any such Indemnified Amount that is incurred or arises out of or in connection with, administrative or judicial proceedingby reason of any one or more of the following: (i) any breach of any covenant by the Borrower contained in any Transaction Document; (ii) any representation or warranty made or deemed made by the Borrower contained in any Transaction Document or in any certificate, commenced statement or threatened report delivered in connection therewith is false or misleading; (iii) any failure by the Borrower to comply with any Applicable Law or contractual obligation binding upon it; (iv) any failure to vest, or delay in vesting, in the Lender a perfected security interest in all of the Collateral free and clear of all Liens; (v) any action or omission, not expressly authorized by the Transaction Documents, by the Borrower or any Affiliate of the Borrower which has the effect of reducing or impairing the Collateral or the rights of the Lender with respect thereto; (vi) the failure to file, or any delay in filing, financing statements, continuation statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other Applicable Law with respect to any Collateral, whether at the time of any Advance or at any subsequent time; (vii) the commingling of Collections on the Collateral at any time with other funds; (viii) any failure by the Borrower to give reasonably equivalent value to the Seller, in consideration for the transfer by the Seller to the Borrower of any item of Collateral or any attempt by any Person, whether Person to void or not otherwise avoid any such Indemnitee shall be designated as a party transfer under any statutory provision or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwiseaction, that may be imposed onincluding, without limitation, any provision of the Bankruptcy Code; and (ix) any costs incurred byby an Indemnified Party in connection with the enforcement (including any action, claim, or asserted against suit) of any such Indemnitee, in any manner relating to indemnification or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use obligation of the proceeds of Borrower; excluding, however, (x) any of the LoansTaxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim, (y) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities Amounts to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final and non-appealable judgment of a court of competent jurisdiction. To jurisdiction to have resulted from bad faith, gross negligence or willful misconduct on the part of such Indemnified Party, and (z) Indemnified Amounts to the extent the same includes losses in respect of Receivables that are uncollectible solely on account of the undertaking to defendinsolvency, indemnify, pay and hold harmless set forth in bankruptcy or lack of creditworthiness of the preceding sentence may be unenforceable because it is violative related Obligor or for diminution of value for Receivables without breach of any law representation, warranty or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law covenant by any Gemini Party. Any amounts subject to the indemnification provisions of this Section 10.01(a) shall be paid by the Borrower to the related Indemnified Party on the next occurring Settlement Date that is at least three (3) Business Days immediately following demand therefor accompanied by a reasonable description of such amounts. An Indemnified Party need not demand payment from the Seller prior to seeking indemnification pursuant to this Section 10.01(a), and satisfaction neither shall any demand against the Seller provide a defense for the Borrower against payment hereunder except to the extent all such Indemnified Amounts have been satisfied in full. This Section shall survive the resignation or removal of any party and the termination or assignment of this Agreement.
(b) The Borrower shall not, without the prior written consent of all Indemnified Liabilities incurred Parties that are party thereto (which consent shall not be unreasonably withheld, conditioned or delayed), settle or compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding for which indemnification may be sought hereunder, unless such settlement, compromise or consent includes an unconditional release of all such Indemnified Parties from all liability arising out of such claim, action or proceeding, and which settlement in each case must not include any admission of fault or liability adverse to any Indemnified Party other than the payment of money damages by the Indemnitees or any Borrower. Each Indemnified Party who is not directly a party to this Agreement is an express third party beneficiary of themthis Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Gemini Space Station, Inc.), Credit Agreement (Gemini Space Station, Inc.)
Indemnities. (a) Lessee will payBlackhawk shall indemnify, defend and hold harmless Safeway and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and hereby indemnifies, on an after-tax basis, Lessor each of the successors and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (assigns of any of the foregoing for (the purposes of this Section 12 being called a "Tax"“Safeway Indemnified Parties”), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationscosts and expenses, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses causes of action and disbursements of any kind or nature whatsoever liabilities (including without limitation the reasonable fees attorneys’ fees, disbursements and disbursements expenses of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened litigation) incurred by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against the Safeway Indemnified Parties (other than as to any such Indemniteeclaim brought by Blackhawk against Safeway) arising from, relating to, or in any manner relating way connected with (i) Blackhawk’s breach of its obligations under this Agreement, except to the extent that such shall be caused by the wilful misconduct, gross negligence or arising out bad faith of Safeway, or (ii) any act or omission by Blackhawk or its Affiliates that is in violation of any provision of this Lease Agreement or the other Transaction Documents any applicable laws or the transactions contemplated hereby or thereby regulations.
(including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use b) Safeway shall indemnify, defend and hold harmless Blackhawk and its shareholders, officers, directors, employees, agents, Affiliates, parents and subsidiaries, and each of the proceeds successors and assigns of any of the Loansforegoing (the “Blackhawk Indemnified Parties”), from and against any and all costs and expenses, losses, damages, claims, causes of action and liabilities (including reasonable attorneys’ fees, disbursements and expenses of litigation) incurred by or asserted against the Blackhawk Indemnified Parties (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation other than as to any Indemnitee hereunder claim brought by Safeway against Blackhawk) arising from, relating to, or in any way connected with respect to any Indemnified Liabilities (i) Safeway’s breach of its obligations under this Agreement, except to the extent that such Indemnified Liabilities arise solely from shall be caused by the wilful misconduct, gross negligence or willful misconduct bad faith of Blackhawk, or (ii) any act or omission by Safeway or its Affiliates that Indemnitee as determined by a final judgment is in violation of a court any provision of competent jurisdictionthis Agreement or any applicable laws or regulations.
(c) Each party claiming indemnity shall promptly provide the other party with written notice of any claim, action or demand for which indemnity is claimed. To The indemnifying party shall be entitled to control the extent defense of any action, provided that the undertaking to defend, indemnify, pay and hold harmless set forth indemnified party may participate in any such action with counsel of its choice at its own expense. The indemnified party shall provide reasonable cooperation in the preceding sentence defense as the indemnifying party may be unenforceable because it is violative request and at the indemnifying party’s expense. No indemnifying party may settle a claim against an indemnified party without the prior written consent of any law such indemnified party or public policya complete release of claims against the indemnified party.
(d) EXCEPT IN CONNECTION WITH (I) ANY ACT OF FRAUD OR INTENTIONAL WRONG-DOING BY A PARTY, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them(II) ANY CLAIM THAT IS SUBJECT TO INDEMNIFICATION UNDER SECTION 7, OR (III) ANY CLAIM THAT ARISES OUT OF A BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY OR ANY OF THEIR OFFICERS, DIRECTORS, MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, OR SUPPLIERS BE LIABLE TO THE OTHER PARTY, WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (EVEN IF SUCH DAMAGES ARE FORESEEABLE, AND WHETHER OR NOT THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RELATING TO, ARISING FROM OR UNDER, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT.
Appears in 2 contracts
Sources: Administrative Services Agreement (Blackhawk Network Holdings, Inc), Administrative Services Agreement (Blackhawk Network Holdings, Inc)
Indemnities. (a) Lessee will pay, and Lender hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold harmless LessorBorrower and its affiliates and its former, Agent present and each Lenderfuture directors, and the officers, directors, partners, employees, employees and other agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") representatives from and against any and all liabilities, obligationsjudgments, claims, settlements, losses, damages, fees, liens, Taxes, penalties, actionsobligations and expenses (including, judgmentswithout limitation, suitsdirect losses relating to Borrower’s market activities as a consequence of becoming subject to Section 16(b) under the Exchange Act, claimsand including, costswithout limitation, expenses any forbearance from market activities or cessation of market activities and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees losses in connection therewith or with any investigative, administrative respect to this Agreement) incurred or judicial proceeding, commenced or threatened suffered by any Personsuch person or entity directly or indirectly arising from, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byby reason of, or asserted against in connection with, (i) any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds breach by Lender of any of the Loansits representations or warranties contained in Section 7, (ii) any breach by Lender of any of its covenants or agreements in this Agreement, in each case under (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities i) and (ii) above, to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined it has been finally adjudicated by a final judgment of a court of competent jurisdiction. To , evidenced by a final non-appealable order, that Borrower is liable to the Lender with respect to such claims, or (iii) any Taxes relating to any payments under this Agreement made or to be made by Borrower or any of its affiliates to Lender or any of its subsidiaries or affiliates.
(b) Borrower hereby agrees to indemnify and hold harmless Lender and its affiliates and its former, present and future directors, officers, employees and other agents and representatives from and against any and all liabilities, judgments, claims, settlements, losses, damages, fees, liens, Taxes, penalties, obligations and expenses incurred or suffered by any such person or entity directly or indirectly arising from, by reason of, or in connection with (i) any breach by Borrower of any of its representations or warranties contained in Section 7 or (ii) any breach by Borrower of any of its covenants or agreements in this Agreement, in each case to the extent that it has been finally adjudicated by a court of competent jurisdiction, evidenced by a final non-appealable order, that Borrower is liable to the undertaking Lender with respect to defendsuch claim.
(c) In case any claim or litigation which might give rise to any obligation of a party under this Section 12 (each an “Indemnifying Party”) shall come to the attention of the party seeking indemnification hereunder (the “Indemnified Party”), indemnifythe Indemnified Party shall promptly notify the Indemnifying Party in writing of the existence and amount thereof; provided that the failure of the Indemnified Party to give such notice shall not adversely affect the right of the Indemnified Party to indemnification under this Agreement, pay and hold harmless set forth except to the extent the Indemnifying Party is materially prejudiced thereby. The Indemnifying Party shall promptly notify the Indemnified Party in writing if it accepts such claim or litigation as being within its indemnification obligations under this Section 12. Such response shall be delivered no later than 30 days after the initial notification from the Indemnified Party; provided that, if the Indemnifying Party reasonably cannot respond to such notice within 30 days, the Indemnifying Party shall respond to the Indemnified Party as soon thereafter as reasonably possible.
(d) An Indemnifying Party shall be entitled to participate in the preceding sentence defense of any claim and, to the extent that it shall wish, jointly with any other Indemnifying Party similarly notified, to assume the defense thereof (unless the Indemnified Party reasonably objects to such assumption), with counsel reasonably satisfactory to such Indemnified Party (who shall not, except with the consent of the Indemnified Party, be counsel to the Indemnifying Party), and, after notice from the Indemnifying Party to such Indemnified Party of its election so to assume the defense thereof, the Indemnifying Party shall not be liable to such Indemnified Party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such Indemnified Party, in connection with the defense thereof other than reasonable costs of investigation. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be unenforceable because it sought hereunder (regardless of whether the Indemnified Party is violative an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the Indemnified Party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any law Indemnified Party. An Indemnified Party shall not make any settlement of any claim or public policy, Lessee shall contribute litigation under this Section 12 without the maximum portion that it is permitted to pay and satisfy under applicable law to written consent of the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themIndemnifying Party.
Appears in 2 contracts
Sources: Share Lending Agreement (Tilray Brands, Inc.), Share Lending Agreement (Opko Health, Inc.)
Indemnities. (a) Lessee will pay, Borrower hereby agrees to reimburse and hereby indemnifies, on an after-tax basis, Lessor indemnify the respective Letter of Credit Issuer for and its assignees, if any, from and against, against any and all fees and taxesliabilities, leviesobligations, impostslosses, dutiesdamages, charges or withholdings, together with any penalties, fines claims, actions, judgments, suits, costs, expenses or interest thereon (any disbursements of the foregoing for the purposes of this Section 12 being called a "Tax"), whatsoever kind or nature which may from time to time be imposed on or on, asserted against Lessor and or incurred by such Letter of Credit Issuer in performing its assignees, if any, or the Airframe or respective duties in any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, way relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof arising out of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition its issuance of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel MortgageLetters of Credit; provided, however, that, there that Borrower shall not be excluded from liable for any indemnification under this Section 12(a) any Lessor Tax unless the payment portion of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Letter of Credit Issuer's gross negligence or willful misconduct or the failure of the respective Letter of Credit Issuer to determine that any documents required to be delivered under such Letter of Credit have been delivered and that they substantially comply on their face with the requirements of such Letter of Credit. To the extent the respective Letter of Credit Issuer is not indemnified by Borrower, the Participants will reimburse and indemnify such Letter of Credit Issuer, in proportion to their respective Percentages, for and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and or disbursements of any whatsoever kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that which may be imposed on, incurred by, or asserted against any or incurred by such Indemnitee, Letter of Credit Issuer in performing its respective duties in any manner way relating to or arising out of this Lease its issuance of Letters of Credit; provided, however, that no Participants shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use disbursements resulting from such Letter of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the Credit Issuer's gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themmisconduct.
Appears in 2 contracts
Sources: Credit Agreement (Global Marine Inc), Credit Agreement (Global Marine Inc)
Indemnities. 6.1 The Seller shall be liable for all costs, charges, expenses, liabilities and obligations (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any including in respect of the foregoing Burdened Interest as defined in the JOA in respect of the Interests (together “Obligations”) which accrue in or relate to any period before the Economic Date and the Seller shall be entitled to all income, receipts, rebates, credits and other benefits in respect of the Interests (together “Benefits”) which accrue in or relate to any period before the Economic Date.
6.2 The Purchaser shall be liable for the purposes of this Section 12 being called a "Tax"), all Obligations and entitled to all Benefits which may from time accrue in or relate to time be imposed any period on or asserted against Lessor after the Economic Date.
6.3 Subject to Clauses 7 and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as 12 and save to the extent that the validity thereof Consideration includes any adjustment under Clause 3 which already takes account of any of the following (with the intent that there shall be contested no-double – counting) :-
6.3.1 if any Obligations are incurred by the Seller in good faith respect of any period on or after the Economic Date, the Purchaser shall reimburse and indemnify the Seller in respect thereof;
6.3.2 if any Obligations are incurred by appropriate legal proceedings promptly instituted the Purchaser in respect of any period prior to the Economic Date, the Seller shall reimburse and diligently conducted indemnify the Purchaser in respect thereof;
6.3.3 if any Benefits accrue to the Seller in respect of any period on or after the Economic Date, the Seller shall account to and Lessee reimburse the Purchaser in respect thereof; and
6.3.4 if any Benefits accrue to the Purchaser in respect of any period prior to the Economic Date, the Purchaser shall have set aside on its books adequate reserves with account to and reimburse the Seller in respect thereto thereof and any such reimbursements shall be treated as further adjustments to the Purchase Price.
6.4 Any amount to be paid or reimbursed in accordance with generally accepted accounting principlesClause 6.3 or any other provision of this Clause 6 shall be paid or reimbursed within ten (10) Business Days of receipt thereof (or, in the case of Obligations, within ten (10) Business Days of receipt of notification from the Party which has incurred such Obligations) to the relevant Seller Account or Purchaser Account (as the case may be) (unless otherwise intimated in writing).
6.5 For the avoidance of doubt, and without prejudice to the provisions of Clauses 6.1, 6.2 and 6.3, any Benefits or Obligations accruing in respect of the Interests in the form of amounts receivable or payable resulting from any adjustment in relation to the operation of, and expenditure attributable to, the Interests in the period prior to the Economic Date shall accrue to the Seller.
6.6 Notwithstanding any other provision of this Agreement (b) Lessee agrees but without prejudice to defendthe Warranty in Clause 7.14), indemnifythe Purchaser shall at its cost and expense perform and shall, pay to the extent of the Interests, be responsible for all Decommissioning Liabilities and all Environmental Liabilities whether arising before, on or after the Economic Date and shall indemnify and hold the Seller and its Affiliates harmless Lessor, Agent against all and each Lender, any Losses and the officers, directors, partners, employees, agents and affiliates Expenses however arising out of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativeand all Decommissioning Liabilities and any and all Environmental Liabilities, administrative in each case to the extent of the Interests and regardless of whensoever such Decommissioning Liabilities or judicial proceedingEnvironmental Liabilities may arise or may have arisen and whether before, commenced on or threatened after the Economic Date and regardless of whosoever is or was a licensee under the Licence(s) or owned or leased the relevant property.
6.7 The Purchaser shall promptly notify the Seller of any circumstances of which the Purchaser becomes aware and for which the Seller may have any benefit or liability under Clause 6.1 and/or Clause 6.3 and, if requested by notice in writing by the Seller, the Purchaser shall use its reasonable endeavours to defend or pursue any Personclaim on behalf of the Seller and shall act in accordance with the Seller’s reasonable instructions in respect thereof. In such event, whether the Seller shall indemnify the Purchaser in respect of all costs, claims and damages suffered by the Purchaser in defending or pursuing such a claim on the Seller’s behalf and acting in accordance with the Seller’s reasonable instructions.
6.8 The rights and obligations in this Clause 6 shall not come into effect unless and until Completion takes place and for the avoidance of doubt any such Indemnitee payments arising under this Clause 6 shall be designated as a party made after the Completion Date. All adjustments and reimbursements made and the ascertainment of all Obligations and Benefits under this Clause 6 shall be calculated using the Accruals Basis of Accounting.
6.9 Notwithstanding any other provision of this Agreement, the Seller shall at its cost and expense perform and shall, be responsible for all Future Payment Liabilities whether arising before, on or a potential party thereto), whether direct, indirect or consequential after the Economic Date and whether based on any federal, state or foreign laws, statutes, rules or regulations shall indemnify and hold the Purchaser and its Affiliates (including without limitation securities for this purpose Edison S.p.A and commercial laws, statutes, rules or regulations its Affiliates) harmless against all and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or Losses and Expenses however arising out of this Lease or in connection with any and all Future Payment Liabilities regardless of whensoever such Future Payment Liabilities may arise or may have arisen and whether before, on or after the Economic Date and regardless of whosoever is or was a licensee under the Licence(s) or owned or leased the relevant property. Furthermore the Seller shall indemnify and hold the Purchaser harmless against any breach of the Warranty contained in Clause 7.1.19.
6.10 The Seller shall ensure that there are no obligations outstanding at Completion to sell gas or any other Transaction Documents or Petroleum products relating to the transactions contemplated hereby or thereby Interests to any person and that (including without limitation Lenders' agreement to make the Loans generality thereof) all commitments under the Forward Gas Sales Agreement which may relate to Lessor the Interests have been terminated. Furthermore the Seller shall indemnify and hold the Buyer harmless against any Losses and Expenses however arising out of or the use or intended use in connection with any breach of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth Warranty contained in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themClause 7.1.18.
Appears in 2 contracts
Sources: Sale and Purchase Agreement, Sale and Purchase Agreement (Atp Oil & Gas Corp)
Indemnities. (a) Lessee will paySellers shall indemnify and hold harmless the Purchaser and the Company for: i any claims by Ascom for patent and/or copyright infringement, and hereby indemnifiesunfair competition and/or breach of employees’ contractual obligation as far as such claims are based on any actions undertaken before the Closing Date or the continuance of any such action after the Closing Date or any damage to the Purchaser or the Companies should the information disclosed by the Sellers prior to signing of this Agreement with regard to the Ascom situation be found incorrect or materially incomplete or information was deliberately withheld; ii any claims, brought by the Sellers or any one of them against the Companies or Spirent Group based on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any actions of the foregoing Founders or the Companies before the Closing Date or actions in the time period between Closing Date and December 31, 2006, or any continuance by the Companies of such actions thereafter; for the purposes avoidance of this Section 12 being called a "Tax")doubt, which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: such indemnity will not include (i) claims arising from the Airframe Sellers’ employment or any Engine consultancy agreements with the Companies or Spare Engine or any part thereof of interest therein; (ii) payment for the manufacturedelivery of goods and services to the Companies by Sellers and, purchasein the case of Comarco Wireless Technologies, ownershipInc, mortgagingpayment for delivery of goods and services and revenue sharing for products sold under the contractual arrangements with the Companies as set forth in Schedule 4.11 (including, leasebut not limited to revenue sharing agreements), subleasein each case in the ordinary course of Business. The Sellers herewith waive any right or claim against the Companies relating to the period prior to Closing Date, use, storage, maintenance, sale or other disposition of with the Airframe or any Engine or Spare Engine; exception for claims for (i) salaries under employment agreements and (ii) fees under consultancy agreements and (iii) payments for the delivery of goods and services to the Companies and, in the case of Comarco Wireless Technologies, Inc, payments under all contractual relationships (including but not limited to revenue sharing agreements) with the Companies, in each case in the ordinary course of Business; iii any rentals Taxes to be paid by the Companies due to any assessments for tax periods which have ended before the Closing Date unless provided for in the 2005 Consolidated Financial Statements; iv any Taxes to be paid on constructive dividends paid by the Companies to Sellers or other earnings therefor to third parties before the Closing Date; v any Taxes to be paid because the Companies before the Closing Date have violated agreements they have concluded with tax authorities; vi any claim by any existing or arising therefrom previous Option Holder under any stock option plans of the Company against the Company or the income Purchaser to the exclusion of claims for earnout related payments and social security contributions on such payments (as set forth in art. 2.2.2b) under the repurchase agreements concluded between the Option Holders and the Company set forth in art. 3.3; vii any Taxes paid or other proceeds received with respect thereto; to be paid, whether pre or (iv) this Lease post Closing Date, by the Companies or the Aircraft Chattel MortgagePurchaser or any additional pension contributions required to be paid because of the repurchase of options by the Companies in excess of CHF 258’238; providedviii any Taxes to be paid by the Companies because of the distribution of the Dividend (with the exception of withholding taxes that have been deducted from the dividend payment) or any other claims arising out of or in connection with the Dividend or any other kind of dividend on or before the Closing Date; ix any claims by a third party against the Companies for payments of the type described in art. 11.2. Purchaser’s claims for these indemnities are not covered by the rules set forth in art. 5.2, however5.3, that5.4 and 5.6 of this Agreement. It is agreed between the Parties that art. 5.1 (Waiver of Law Provisions), there art. 5.5 (Escrow Account) and art. 5.7 (Third Parties) do apply to these indemnities. Further, the maximum amount defined in art. 5.6.2 of this Agreement applies to the total of (i) any claims for breaches of representations and warranties set forth in art. 4 of this Agreement and of (ii) claims under the indemnities defined in this art. 6. For the avoidance of doubt, no disclosure made against the representations and warranties or otherwise shall be excluded from any indemnification construed to be a possibility to disclose or as a disclosure against the indemnities in this art. 6. Claims under this Section 12(asubparagraphs (i), (ii), (vi) any Lessor Tax unless and (ix) may be raised only within 3 years after the payment Closing Date; claims under all other subparagraphs may be raised until 3 months after the statute of limitation of the claims concerned (taking into account the effect of any interrupting actions) has expired. If by such Tax shall be a condition to date the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been Purchaser has not commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto litigation in accordance with generally accepted accounting principles.
(b) Lessee agrees to defendart. 12.2 of this Agreement, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee claims concerned shall be designated as a party or a potential party thereto), whether direct, indirect or consequential forgone and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of thembecome unenforceable.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Spirent Communications PLC), Stock Purchase Agreement (Comarco Inc)
Indemnities. 3.4.1 Pfizer and Medarex shall indemnify, defend and hold the other Party (aand such other Party’s Affiliates and Sublicensees/Licensees and their respective officers, directors and agents) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, harmless for any and all losses, liabilities, damages, settlements, costs, legal fees and taxes, levies, imposts, duties, charges or withholdings, together other expenses incurred in connection with any penaltiesand all suits, fines investigations, claims or interest thereon demands by a Third Party, including any claims for personal injury, property damage or death (any of the foregoing for the purposes of this Section 12 being called a "Tax"collectively, “Losses”), which may from time to time be imposed against either Party based on a material breach by the indemnifying Party, the indemnifying Party’s Affiliates or asserted against Lessor and its assigneesSublicensees/Licensees or their respective agents, if anyemployees, or the Airframe or officers of any Engine or Spare Engine or any part thereof or interest therein by any Federalrepresentation, state or local government warranty, covenant or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) obligation under this Lease or the Aircraft Chattel MortgageAgreement; provided, however, that, there that the foregoing shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and not apply to the extent that the validity thereof claim is found to be based upon the gross negligence, recklessness or willful misconduct of the Party seeking indemnification. In addition, Pfizer shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay defend and hold harmless Lessor, Agent Medarex (and each Lender, its Affiliates and the Sublicensees/Licensees and their respective officers, directors, partners, employees, agents directors and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees"agents) from and against for any and all liabilitiesLosses arising from or occurring as a result of clinical trials pursued by Pfizer or its Affiliates or Sublicensees/Licensees, the Exploitation of Pfizer Products or other products, including product liability and infringement claims, or the exercise by Pfizer or its Affiliates or Sublicensees/Licensees of their rights, or performance of their obligations, lossesunder this Agreement. In addition, damagesMedarex shall indemnify, penaltiesdefend and hold harmless Pfizer (and its Affiliates and Sublicensees/Licensees and their respective officers, actions, judgments, suits, claims, costs, expenses directors and disbursements of agents) for any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees all Losses incurred in connection with any investigative, administrative and all claims arising from or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated occurring as a party result of clinical trials pursued by Medarex or a potential party thereto)its Affiliates or Sublicensees/Licensees, whether directthe Exploitation of Medarex Products or other products, indirect or consequential including product liability and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byinfringement claims, or asserted against any such Indemniteethe exercise by Medarex or its Affiliates or Sublicensees/Licensees of their rights, in any manner relating to or arising out performance of their obligations, under this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themAgreement.
Appears in 2 contracts
Sources: Cross License Agreement, Cross License Agreement (Medarex Inc)
Indemnities. (a) 12.1 The Lessee will payshall indemnify, hold harmless and hereby indemnifies, on an after-tax basis, compensate the Lessor and its assignees, if any, from and against, upon demand for any and all fees and taxeslosses, leviesclaims, imposts, dutiescosts (including reasonable legal costs), charges and expenses (including on account of funds borrowed, contracted for or withholdingsused to fund any amount payable by the Lessor in connection with the purchase of any Goods for purposes of leasing same to the Lessee under a Lease Agreement including Break Costs) incurred by the Lessor, together or any Financier, and their respective employees, directors, shareholders, agents, representatives and affiliates in connection with any penalties, fines or interest thereon (arising as a direct or indirect result of:
a) breach by the Lessee of any of the foregoing for the purposes of its obligations under this Section 12 being called Agreement, a "Tax")Lease Agreement, which may from time to time be imposed on or asserted against Lessor and its assignees, if anyPurchase Documentation, or any other agreement entered into by the Airframe Lessee in connection with the leasing of the Goods hereunder (collectively, the “Transaction Documents”) or any Engine Transaction Document being void, voidable or Spare Engine or unenforceable for any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (ireason;
b) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacturepurchase, purchasesale, acceptance, rejection, delivery, ownership, mortgagingnon-delivery, lease, subleasetransport, possession, repossession, operation, location, condition, use or non-use, storagecontrol, maintenance, sale replacement storage, preparation, installation, testing, manufacture, design, modification, alteration, repair, Reconfiguration, loss, theft, damage, confiscation, destruction, disposition or existence of any Encumbrance (other than any Encumbrance attributable to the Lessor) on any item of Goods;
c) a person being injured or killed or property being damaged directly or indirectly by the Goods or their use;
d) a claim by any person that the Goods or their use by any person infringes another person’s trademark, copyright, patent or other disposition intellectual property right (provided the Lessor reasonably cooperates in pursuing any claims against or indemnities from the manufacturer of the Airframe Goods); or
e) the existence of any Contaminants in relation to the Goods or any Engine Environmental Claim or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or Environmental Loss.
12.2 Notwithstanding the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; providedforegoing, however, that, there no indemnitee shall be excluded from entitled to any indemnification under this Section 12(a) clause 12.1 for any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage loss, claim, cost, charge or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and expense to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesattributable to such indemnitee’s own negligence or willful misconduct.
(b) 12.3 Each indemnity is a continuing obligation, separate and independent from the Lessee’s other obligations. Each indemnity continues after a Lease Agreement ends or is terminated for events occurring during the term of the Lease Agreement and it is not necessary for the Lessor to incur expense or make a payment before the Lessor enforces a right of indemnity.
12.4 The indemnified party must provide Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates with prompt written notice of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationsclaims, losses, damagescosts, penaltiescharges and expenses for which it claims indemnity, must allow Lessee to control the defense of such actions, judgmentsand must reasonably cooperate, suitsat Lessee’s expense, claimsin the defense of such actions. In the event the Lessee elects to control the defense of such actions, costsit shall keep the indemnified party fully informed of progress, expenses take into account the views and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees wishes in connection with the conduct of such actions and must obtain the indemnified party’s written consent prior to filing or issuing any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause documents in the indemnified party’s name or on contract its behalf (with such consent not to be unreasonably withheld or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"delayed); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.
Appears in 2 contracts
Sources: Master Rental Agreement, Master Rental Agreement (Spansion Inc.)
Indemnities. 13.1 Customer shall indemnify, at its own expense, against any third party claim, suit, action, or proceeding (aeach, an "Action") Lessee will paybrought against Bynder (and Bynder’s officers, directors, employees, agents, service providers, licensors, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges affiliates) by a third party not affiliated with Bynder to the extent that such Action is based upon or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting fromarises out of: (i) use of the Airframe Product that infringes any applicable law or any Engine regulation, whether wilfully or Spare Engine or any part thereof due to negligence of interest thereinCustomer; (ii) the manufactureCustomer’s non-compliance with or breach of this Agreement, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition including unauthorised use of the Airframe Product via any User Account; or (iii) Customer’s use of Third Party Products.
13.2 Subject to Section 14, Bynder shall indemnify Customer at its own expense, against any Engine Action brought against Customer (and its officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with Bynder to the extent that such Action is based upon or Spare Enginearises out of: (i) any Product which infringes upon any applicable law; (ii) corruption or loss of Customer Data caused solely by Bynder; or (iii) any rentals or other earnings therefor or arising therefrom or Product, used within the income or other proceeds received with respect thereto; or (iv) scope of this Lease or the Aircraft Chattel Mortgage; providedAgreement, however, that, there shall be excluded from which infringes any indemnification under this Section 12(a) any Lessor Tax unless the payment Intellectual Property Rights of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesthird party.
13.3 If an injunction against Bynder is sought and not dismissed within thirty (b30) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred bycalendar days, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of if a court of competent jurisdiction. To jurisdiction issues a judgment from which no appeal is taken that, by providing the extent Product, Bynder has infringed upon the Intellectual Property Rights of a third party, Bynder shall: (i) obtain for Customer the right to continue using such Product or modules; (ii) replace or modify such Product or € modules so that the undertaking they do not infringe such proprietary rights and are free to defend, indemnify, pay and hold harmless set forth be used by Customer; or (iii) in the preceding sentence may be unenforceable because it event that Bynder is violative of any law unable or public policydetermines, Lessee shall contribute the maximum portion in its reasonable judgment, that it is permitted commercially unreasonable to pay and satisfy under applicable law do either of the aforementioned, Bynder shall reimburse to Customer any prepaid fees that relate to the payment infringing Product or modules.
13.4 In order for either Party to be entitled to an indemnity under this Section 13, the indemnified Party must: (i) provide the indemnifying Party with prompt written notice within thirty (30) days of becoming aware of such Action; (ii) give the indemnifying Party sole control and satisfaction authority over the defence or settlement of all Indemnified Liabilities incurred such Action; and (iii) provide the indemnifying Party with proper and full information and reasonable assistance to defend and/or settle any such Action.
13.5 Neither Party shall, without the other Party’s prior written consent, accept any settlement that imposes any restrictions or obligations on the other Party, requires the other Party to make an admission, or imposes on the other Party liability not covered by the Indemnitees or indemnities.
13.6 The indemnified Party shall take reasonable steps to mitigate its loss following a breach which falls within this Section 13. 13.7 Sections 13 and 14 state the entire obligations and liability of the indemnifying Party and the indemnities in these provisions shall be the exclusive remedy for claims for any of themindemnity.
Appears in 2 contracts
Sources: Standard Terms of Service, Standard Terms of Service
Indemnities. (a) Lessee will pay, and Whether or not the transactions contemplated hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless consummated, the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee Borrower agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lenderthe Bank, and the shareholders, officers, directors, partnersemployees and agents of the Bank ("Indemnified Person"), employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as of the foregoing Indemnified Persons is a party or a potential party theretoto any litigation), whether directincluding, indirect or consequential without limitation, reasonable attorneys' fees and whether based on any federalcosts (including, state or foreign lawswithout limitation, statutesthe reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, rules or regulations (including without limitation securities and commercial lawsdocument production, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byattendance at a deposition, or asserted against any such Indemniteeother discovery, in any manner relating prior to the assumption of defense by the Borrower, with respect to or arising out of this Lease any proposed acquisition by the Borrower or the other Transaction Documents any of its Subsidiaries of any Person or the transactions contemplated hereby or thereby any securities (including without limitation Lenders' agreement to make the Loans to Lessor a self-tender), this Agreement or the use or intended any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the proceeds of Borrower or any of the Loans) its Subsidiaries (collectively called collectively, the "Indemnified Liabilities"); , provided that Lessee the Borrower shall not have any no obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely arising from the gross negligence or willful misconduct of that Indemnitee as determined any such Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within fifteen (15) days of the Bank being notified in writing of the commencement of such action, suit or proceeding, and the Borrower may, at its election, assume the defense of such action, suit or proceeding, employing counsel selected by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay Borrower and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel. This covenant shall survive termination of this Agreement and payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any outstanding Notes for a period of themsix (6) years.
Appears in 2 contracts
Sources: Credit Agreement (Elite Information Group Inc), Credit Agreement (Elite Information Group Inc)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, Without limiting any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which rights that Recco may have attached as security for such Taxhereunder or under applicable law, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee Seller hereby agrees to defendindemnify Recco, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, its directors, partners, employees, agents officers, successors and affiliates of Lessorassigns (collectively, Agent and each Lender, (collectively called the "IndemniteesIndemnified Parties") from and against any and all liabilities, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costsliabilities and related costs and expenses, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable all attorneys' fees and disbursements (all of counsel the foregoing being collectively referred to as the "Indemnified Amounts"), awarded against or incurred by any of them arising out of or as a result of this Agreement, the Operative Documents or Recco's ownership of any Purchased Contracts, excluding, however, recourse (except as otherwise specifically provided in this Agreement) for such Indemnitees uncollectible Purchased Contracts. Without limiting the generality of the foregoing, the Seller shall indemnify the Indemnified Parties for all Indemnified Amounts relating to or resulting from:
(i) the transfer of an interest in any Contract other than an Eligible Contract;
(ii) reliance on any representation or warranty made by the Seller (or any of its Responsible Officers) or the Servicer (or any of its Responsible Officers), if the Seller or any Affiliate of the Seller is acting as the Servicer, under or in connection with the Operative Documents, and any investigativeinformation or report delivered by the Seller or the Servicer pursuant hereto, administrative which shall have been false or judicial proceedingincorrect in any material respect when made or deemed made;
(iii) the failure by the Seller or the Servicer (if the Servicer is the Seller or any Affiliate of the Seller) to comply with any applicable law, commenced rule or threatened by regulation with respect to any PersonPurchased Contract or the nonconformity of any Purchased Contract with any such applicable law, rule or regulation;
(iv) the failure to vest and maintain vested in Recco or to transfer to Recco, legal and equitable title to and ownership of, the Contracts that are, or are intended to be, Purchased Contracts, together with all proceeds thereof, including, without limitation, all Collections and other items that constitute proceeds, free and clear of any Lien whether existing at the time of the Purchase of such Contract or at any time thereafter, or the failure to perfect, or to maintain the Lien on any Vehicle subject to a Purchased Contract;
(v) the failure to file, in a timely manner, financing statements or other similar instruments or documents required under the UCC in effect in the state in which the Seller is organized or the Seller's principal place of business or chief executive office is located or the location of the Collateral as required under such law or other applicable laws with respect to any Contracts sold to Recco, whether at the time of any Purchase or not at any subsequent time;
(vi) any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever under any Purchased Contract, arising out of a breach by the Seller of any obligation under such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to Purchased Contract or arising out of this Lease any other agreement, indebtedness or liability at any time owing to or in favor of any other Person from the Seller (it being understood that all such obligations of the Seller shall be and remain enforceable against and only against the Seller and shall not be enforceable against Recco);
(vii) any failure of the Seller or the Servicer (if the Servicer is the Seller or any Affiliate of the Seller) to perform its duties or obligations in accordance with the provisions of this Agreement;
(viii) any products liability claim or personal injury or property damage suit or other Transaction Documents similar or related claim or action of whatever sort arising out of or in connection with merchandise or services which are the subject of any Purchased Contract or any Vehicle;
(ix) the failure by the Seller or the transactions contemplated hereby Servicer (if the Servicer is the Seller or thereby (any Affiliate of the Seller) to pay when due any taxes payable by it, including without limitation Lenders' agreement to make limitation, franchise taxes and sales, excise, transfer or personal property taxes payable in connection with the Loans to Lessor Contracts or the use sale thereof;
(x) the failure by the Seller or intended use the Servicer (if the Servicer is the Seller or an Affiliate of the proceeds Seller) to be duly qualified to do business, to be in good standing or to have filed appropriate fictitious or assumed name registration documents in any jurisdiction;
(xi) the commingling of Collections at any time with other funds; and
(xii) the failure of any Lock-Box Bank or the Clearing Account Bank to remit any amounts held in its Lock-Box or in the Clearing Account as the case may be whether by reason of the Loans) (collectively called exercise of setoff rights or otherwise. Notwithstanding the "Indemnified Liabilities"); provided foregoing, Recco hereby agrees that Lessee under no circumstances shall not have any obligation the Seller be liable for, or required to any Indemnitee hereunder with respect to pay any Indemnified Liabilities Amount, other than as set forth in Section 4.5, resulting from, (i) the credit risk of an Obligor, or for which payment therefor would otherwise constitute recourse to the Seller for an uncollectible Contract or Contracts (except to the extent such Indemnified Liabilities arise solely from made uncollectible by acts or omissions of the Seller or, if the Servicer is the Seller or an Affiliate thereof, the Servicer) or (ii) gross negligence or willful misconduct on the part of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking Indemnified Party to defend, indemnify, pay and hold harmless set forth in the preceding sentence may which such Indemnified Amount would otherwise be unenforceable because it is violative of any law or public policy, Lessee due.
(b) Any Indemnified Amount due hereunder shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of thembe payable 15 days after demand.
Appears in 2 contracts
Sources: Sale and Servicing Agreement (Onyx Acceptance Corp), Sale and Servicing Agreement (Onyx Acceptance Corp)
Indemnities. (a) Lessee will paySubject to paragraphs (b) and (e), TowerCo indemnifies and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, keeps the Operator harmless from and against, any and all fees claims, liabilities, losses, damages, costs and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority expenses arising in connection with, relating to or resulting from: :
(i) the Airframe TowerCo’s breach of any term or condition of this Agreement or any Engine or Spare Engine or any part thereof of interest thereinSite Licence; or
(ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale negligence or other disposition wilful misconduct of the Airframe TowerCo or its Personnel or representatives in connection with this Agreement or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesSite Licence.
(b) Lessee agrees The maximum aggregate amount that the Operator may recover from TowerCo, whether by way of damages or otherwise, under this Agreement and any Site Licence shall not in any event exceed USD[***].
(c) Subject to defend, indemnify, pay paragraphs (d) and hold (e) the Operator indemnifies and keeps TowerCo harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements arising in connection with:
(i) the negligence or wilful misconduct of any kind the Operator or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees its Personnel or representatives in connection with this Agreement or any investigative, administrative Site Licence; or
(ii) the Operator’s breach of any term or judicial proceeding, commenced condition of this Agreement or threatened by any PersonSite Licence.
(d) The maximum aggregate amount that TowerCo may recover from the Operator, whether by way of damages or otherwise (excluding, for the avoidance of doubt, any Lease Fees and reimbursed costs paid by the Operator under this Agreement) under this Agreement and any Site Licence shall not in any such Indemnitee shall be designated as a party event exceed:
(i) USD[***] for all claims made before the first (1st) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term;
(ii) USD[***] for all claims made on or a potential party thereto)after the first (1st) anniversary of the Commencement Date and before the second (2nd) anniversary of the Commencement Date, whether directless any amounts recovered by TowerCo pursuant to claims made in any other period of the Term;
(iii) USD[***] for all claims made on or after the second (2nd) anniversary of the Commencement Date and before the third (3rd) anniversary of the Commencement Date, indirect less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term;
(iv) USD[***] for all claims made on or consequential after the third (3rd) anniversary of the Commencement Date and whether based before the fourth (4th) anniversary of the Commencement Date, less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term;
(v) USD[***] for all claims made on or after the fourth (4th) anniversary of the Commencement Date and before the fifth (5th) anniversary of the Commencement Date, less any federalamounts recovered by TowerCo pursuant to claims made in any other period of the Term;
(vi) USD[***] for all claims made on or after the fifth (5th) anniversary of the Commencement Date and before the sixth (6th) anniversary of the Commencement Date, state less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term;
(vii) USD[***] for all claims made on or foreign lawsafter the sixth (6th) anniversary of the Commencement Date and before the seventh (7th) anniversary of the Commencement Date, statutesless any amounts recovered by TowerCo pursuant to claims made in any other period of the Term;
(viii) USD[***] for all claims made on or after the seventh (7th) anniversary of the Commencement Date and before the eighth (8th) anniversary of the Commencement Date, rules less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term; and
(ix) [***] for all claims made on or regulations after the eighth (including without limitation securities 8th) anniversary of the Commencement Date and commercial lawsbefore the ninth (9th) anniversary of the Commencement Date and for each year thereafter of the Term, statutes, rules or regulations less any amounts recovered by TowerCo pursuant to claims made in any other period of the Term.
(e) The maximum aggregate amounts set out in paragraphs (b) and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by(d) do not limit either party’s liability in respect of:
(i) any injury to, or asserted against disease or death of, any such Indemnitee, in any manner relating to person caused by or arising out of this Lease any act or omission of a party or its Personnel; or
(ii) any claim made by a third party asserting a breach of intellectual property rights in relation to the other Transaction Documents or Facilities and/or Sites, including in relation to the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds design of any of Tower at the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themSites.
Appears in 2 contracts
Sources: Master Lease Agreement, Master Lease Agreement (Hutchison Telecommunications International LTD)
Indemnities. (a1) Lessee will payManager hereby agrees to indemnify, defend and hereby indemnifies, on an after-tax basis, Lessor protect Owner and its assignees, if any, from respective officers and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon directors (any of such persons collectively called the foregoing "INDEMNIFIED PARTIES" for the purposes of this Section 12 being called a "Tax"XVIII.O(1)), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition hold each of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold Indemnified Parties harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements liabilities (including, without limitation, attorneys' fees and expenses incurred in good faith and court costs) incurred by the Indemnified Parties by reason of any kind claim or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with demand being made upon or any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted action taken against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely Parties arising from the Manager's gross negligence or willful misconduct of or fraud with respect to its duties and obligations under this Agreement. The Indemnified Parties shall, in good faith, endeavor to notify Manager in writing as to every such claim, demand or action against the Indemnified Parties within ten (10) Business Days after the Indemnified Parties become aware that Indemnitee as determined by a final judgment of a court of competent jurisdictionsuch claim or demand has been made or such action has been taken. To A failure to notify Manager shall not limit Manager's liability under this Section XVIII.O(1) to the extent that the undertaking such failure to defend, notify does not adversely affect Manager's rights with respect to such claim.
(2) Owner hereby agrees to indemnify, pay defend and protect Manager and each of Manager's constituent partners and their respective officers and directors (each such person collectively called the " INDEMNIFIED PARTIES" for the purposes of this Section XVIII.O(2)), and hold each of the Indemnified Parties harmless set forth against all losses, damages, costs, expenses and liabilities (including, without limitation, attorneys' fees and expenses incurred in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay good faith and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities court costs) incurred by the Indemnitees Indemnified Parties by reason of any claim or demand being made upon or any action taken against any of themthe Indemnified Parties arising from (I) any gross negligence or willful misconduct or fraud of Owner, except to the extent Manager or its Affiliate is responsible for such gross negligence or willful misconduct, or (II) any act taken or omission made by Manager in the performance of its obligations under this Agreement, which act or omission was not the result of Manager's gross negligence or willful misconduct or fraud. The Indemnified Parties shall, in good faith, endeavor to notify Owner in writing as to every such claim, demand or action against the indemnified parties within ten (10) Business Days after the Indemnified Parties become aware that such claim or demand has been made or such action has been taken. A failure to notify Owner shall not limit Owner's liability under this Section XVIII.O(2) to the extent that such failure to notify does not adversely affect Owner's rights with respect to such claim.
(3) No person engaged as an independent contractor by Owner or Manager shall be considered an employee, servant, agent or other Person that Owner or Manager (as the case may be) shall be obligated to indemnify for the purposes of this Section XVIII.
Appears in 2 contracts
Sources: Management Letter Agreement (Westfield America Inc), Management Letter Agreement (Westfield America Inc)
Indemnities. (a) Lessee The Seller will pay, indemnify and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, shall keep INVIBIO fully indemnified in respect of any and all fees damages, costs, claims, liabilities, expenses, losses (including consequential loss) and taxesdemands incurred by INVIBIO, levies, imposts, duties, charges directly or withholdings, together with any penalties, fines or interest thereon (indirectly as a result of the Seller's breach of any of the foregoing for warranties and undertakings contained in Clause 16 above or any other warranties and conditions in respect of the purposes of this Section 12 being called a "Tax"Goods and/or Services (as the case may be), which may from time to time be imposed on whether express or asserted against Lessor and its assigneesimplied, if any, by statute or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesotherwise.
(b) Lessee agrees Without prejudice to defendthe foregoing, indemnifyin the event of any employee of INVIBIO or any other person on INVIBIO premises being injured or otherwise suffering loss through any default or negligence on the Seller's part (including without prejudice to the generality of the foregoing any failure by the Seller or the Seller's agents, pay employees or sub-contractors to comply with any health and hold harmless Lessorsafety legislation or any regulations or code of practice thereunder) the Seller will indemnify INVIBIO in respect of any action, Agent and each Lendercivil or criminal, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, which may result.
(collectively called the "Indemnitees"c) from and The Seller shall fully indemnify INVIBIO against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitscosts, claims, costsliabilities, demands and expenses and disbursements arising from or incurred by reason of any kind infringement of any third party patent, registered design, trade mark, copyright or nature whatsoever (including without limitation the reasonable fees and disbursements other industrial or commercial rights of counsel for such Indemnitees in connection with any investigativea similar nature, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use sale of any goods or materials or Services supplied by the Seller (including Goods and Services) but this indemnity shall not apply to Goods made to INVIBIO design or where the infringement results from the making up of goods or materials by INVIBIO.
(d) The Seller will indemnify INVIBIO against all loss, damage, costs, claims and expenses arising from any negligent acts and/or omissions of the proceeds of any of the Loans) Seller's employees, agents, sub-contractors or representatives (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities save to the extent that such Indemnified Liabilities loss, damage, costs, claims or expenses arise solely from negligent acts and/or omissions of INVIBIO employees, agents, sub-contractors and representatives).
(e) The Seller undertakes to insure itself against any and all liability under this Contract and INVIBIO has the gross negligence or willful misconduct of right to demand proof in writing that Indemnitee as determined by a final judgment of a court of competent jurisdictionthis insurance requirement has been complied with. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred All monies received by the Indemnitees or any of themSeller under this clause are to be held in trust for INVIBIO.
Appears in 2 contracts
Sources: Conditions of Purchase, Conditions of Purchase
Indemnities. Without limiting any other rights that Buyer may have hereunder or under applicable law, each Transferor and Smithfield Support hereby agrees to indemnify (aand pay upon demand to) Lessee will payBuyer, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and employees (each Lender, (collectively called the "Indemnitees"an “Indemnified Party”) from and against any and all liabilities, obligationsdamages, losses, damagesclaims, penaltiestaxes, actions, judgments, suits, claimsliabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of Buyer) and disbursements of and, to the extent such Transferor or Smithfield Support does not timely pay such indemnity, any kind or nature whatsoever additional liability (including without limitation the reasonable fees penalties, interest and disbursements of counsel for such Indemnitees in connection with any investigative, administrative expenses) arising from or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any of the foregoing (all of the foregoing being collectively referred to as “Indemnified Liabilities Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement or the acquisition, either directly or indirectly, by Buyer of an interest in the Receivables originated by such Transferor, provided, however, that the indemnification obligations of each Transferor and Smithfield Support hereunder shall expressly exclude:
(a) Indemnified Amounts to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To jurisdiction holds that such Indemnified Amounts resulted from gross negligence or willful misconduct on the part of the Indemnified Party seeking indemnification;
(b) Indemnified Amounts to the extent the same includes losses in respect of Receivables originated by such Transferor that are uncollectible on account of the undertaking to defendinsolvency, indemnify, pay and hold harmless set forth in bankruptcy or lack of creditworthiness of the preceding sentence may be unenforceable because it is violative related Obligor or the intentional non-payment of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred amounts due by the Indemnitees related Obligor in breach of its obligations in respect of such Receivable; or
(c) taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction under the laws of which such Indemnified Party is organized or any political subdivision thereof, and taxes imposed on or measured by such Indemnified Party’s net income, and franchise taxes and branch profit taxes imposed on it, by the jurisdiction in which such Indemnified Party’s principal executive office is located or any political subdivision thereof; provided, however, that nothing contained in this sentence shall limit the liability of them.such Transferor or Smithfield Support or limit the recourse of each Indemnified Party to such Transferor or Smithfield Support for amounts otherwise specifically provided to be paid by such Transferor under the terms of this Agreement. Without limiting the generality of the foregoing indemnification, but subject in each case to clauses (a), (b) and (c) above, each Transferor and Smithfield Support, as applicable, shall indemnify each Indemnified Party for Indemnified Amounts relating to or resulting from:
Appears in 2 contracts
Sources: First Amendment to Fifth Amended and Restated Credit and Security Agreement (Smithfield Foods Inc), First Amendment to Fifth Amended and Restated Credit and Security Agreement (Smithfield Foods Inc)
Indemnities. 3.10.1 The Borrower shall indemnify the Lender for all losses (a) Lessee will payexcluding lost profits), costs, expenses, damages and hereby indemnifiesliabilities (including, on an after-tax basis, Lessor and its assignees, if any, from and againstwithout limitation, any and all fees and taxesloss, leviescost, impostsexpense, dutiesdamage or liability sustained by the Lender in connection with the liquidation or re-employment in whole or in part of deposits or funds borrowed or acquired by it to make any Loan, charges but excluding any costs, expenses, damages or withholdingsliabilities attributable to the gross negligence, together with any penaltieswilful misconduct, fines fraud or interest thereon (any illegal act of the foregoing for the purposes of this Section 12 being called a "Tax"Lender), which the Lender may from time to time be imposed on sustain or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting fromincur: (i) in connection with the Airframe or any Engine or Spare Engine or any part thereof use of interest thereinthe proceeds of the Credit Facility; (ii) if for any reason an Advance by way of LIBOR loan is not obtained on the manufacturedate specified therefor in any Borrowing Notice, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) if the Borrower fails to give any rentals or other earnings therefor or arising therefrom or notice required to be given by it hereunder, in the income or other proceeds received with respect thereto; or manner and at the time specified herein, (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from if for any indemnification under this Section 12(a) reason any Lessor Tax unless the payment of any such Tax shall be Libor Loan or Bankers’ Acceptance, or any portion thereof, occurs on a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien date which may have attached as security for such Taxis not a Expiry Date in respect thereof, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves (v) with respect thereto to any Bankers’ Acceptance dealt with by the Lender in accordance with generally accepted accounting principlesthe provisions hereof, or (vi) as a consequence of any other default by the Borrower to repay any Obligations when required by the terms of this Agreement. A certificate of the Lender setting forth the amounts necessary to indemnify the Lender in respect of such losses, costs, expenses, damages or liabilities shall be prima facie evidence, in the absence of manifest error, of the amounts owing under this section 3.10. The Borrower shall pay the Lender the amount shown on such certificate within ten Banking Days of receipt thereof.
(b) Lessee 3.10.2 Without limiting the generality of the indemnity set out in section 3.10.1, the Borrower hereby further agrees to defend, indemnify, pay exonerate and hold the Lender free and harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilitiesclaims, obligationsdemands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, penaltiesand expenses in connection therewith, actionsincluding, judgmentswithout limitation, suitsreasonable legal fees and reasonable out of pocket disbursements, claims, costs, expenses and disbursements amounts paid in settlement of any and every kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed onpaid, incurred or suffered by, or asserted against against, the Lender for, with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any real property legally or beneficially owned (or any estate or interest which is owned), leased, used, operated, managed or controlled by the Borrower or any Subsidiary of any hazardous substance or (ii) the breach or violation of any Environmental Laws by the Borrower or any Subsidiary regardless of whether caused by, or within the control of, the Borrower or any Subsidiary, except for any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of liabilities which a court of competent jurisdiction. To jurisdiction determined arose on account of the extent that the undertaking to defendLender’s gross negligence, indemnifywilful misconduct, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law fraud or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themillegal act.
Appears in 2 contracts
Sources: Credit Agreement (Usg Corp), Credit Agreement (Usg Corp)
Indemnities. (a) Lessee will pay, The Tenant and hereby indemnifies, on an after-tax basis, Lessor Landlord agree as follows: each shall indemnify and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of save the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsliability, expenses and disbursements of any kind damages (other than consequential damages) which either directly or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemniteeindirectly, in any manner relating to whole or arising in part arise out of this Lease or result from (i) the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined either party, its agents, servants and employees (ii) any act or occurrence in or about the Premises, unless caused by a final judgment the negligence or willful misconduct of a court of competent jurisdiction. To the extent that applicable party, its agents, servants, contractors or employees (iii) the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative breach of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction provision of all Indemnified Liabilities incurred this Lease by the Indemnitees either party or any of themits agents, servants, employees or contractors (iv) judgments, citations, fines or other penalties rendered or assessed against one or the other (with the exception of any claims under the applicable party's workmen's compensation insurance policy) as a result of one of the party's failure to comply with all federal, state and local laws, safety and health regulations relating to either party's use or occupation of the Premises. In connection therewith, both the Landlord and Tenant agree to give the other prompt notice of any such violation which may be asserted by a governmental agency. The Landlord and Tenant further agree to indemnify the other from and against all costs, expenses (including reasonable attorneys' fees) and other liabilities incurred in connection with any such indemnified claim or action and/or proceeding brought thereon. If the Landlord shall breach this covenant and fail to reimburse the Tenant for such costs and expenses after written demand, the Tenant shall be allowed to offset the same against basic or additional rent. If the Tenant shall breach this covenant and fail to reimburse the Landlord for such costs and expenses after written demand, the Landlord may declare a Default under this Lease based upon non-payment of rent. Nothing contained above is intended to require indemnification for any property claim for which insurance is required to be maintained under the terms this Lease. The rights and obligations of the Landlord and Tenant under this Paragraph 14 shall survive the expiration and/or earlier termination of this Lease.
Appears in 2 contracts
Sources: Lease (Avici Systems Inc), Lease Agreement (Avici Systems Inc)
Indemnities. (a) Lessee will paySubtenant shall indemnify and save harmless Sublandlord, and hereby indemnifiesits partners, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, employees and agents, and the Landlord, its partners, employeesofficers, agents directors, employees and affiliates of Lessoragents, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements that arise by reasons of injury to or death of any kind person or damage to or loss of property occurring on, in or about the Premises or Building by reason of any claim of whatsoever nature whatsoever of any person or party (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened other than Sublandlord) occasioned by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct on the part of that Indemnitee as determined Subtenant, or by a final judgment any employee, director, officer, servant, agent, contractor, invitee, guest, assignee or subtenant of a court of competent jurisdiction. To the extent that the undertaking to defendSubtenant or by any breach, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative violation or nonperformance of any law or public policy, Lessee covenant of Subtenant under this Sublease. Subtenant’s obligation under this Section shall contribute survive the maximum portion that it is permitted to pay termination of this Sublease and satisfy under applicable law shall not be limited to the payment limits or coverage of insurance maintained or required to be maintained by Subtenant under this Sublease, except that Subtenant’s obligation under this Section shall not include or extend to any negligence or willful misconduct by Sublandlord. Sublandlord shall indemnify and satisfaction save harmless Subtenant, its officers, directors, employees and agents, from and against any and all damages, liabilities, costs and expenses that arise by reasons of all Indemnified Liabilities incurred injury to or death of any person or damage to or loss of property occurring on, in or about the Premises or Building by reason of any claim of whatsoever nature of any person or party (other than Subtenant) occasioned by any negligence or willful misconduct on the Indemnitees part of Sublandlord, or by any partner, employee, director, officer, servant, agent, contractor, invitee, guest, assignee or subtenant of themSublandlord or by any breach, violation or nonperformance of any covenant of Sublandlord under this Sublease. Sublandlord’s obligation under this Section shall survive the termination of this Sublease and shall not be limited to the limits or coverage of insurance maintained or required to be maintained by Sublandlord under this Sublease, except that Sublandlord’s obligation under this Section shall not include or extend to any negligence or willful misconduct by Subtenant.
Appears in 2 contracts
Sources: Sublease (Federal Agricultural Mortgage Corp), Sublease (Federal Agricultural Mortgage Corp)
Indemnities. (a) Lessee will paySeller hereby agrees to indemnify, defend, make whole and hold harmless Purchaser, any member, partner, subsidiary, shareholder, officer, employee, trustee, beneficiary, agent, director or incorporator of Purchaser, and hereby indemnifiesany member, on an after-tax basispartner, Lessor subsidiary, shareholder, officer, employee, beneficiary, agent, director or incorporator of a member, partner, beneficiary or subsidiary of Purchaser, and its assigneesall of their respective successors and assigns, if anyas the case may be ("SELLER'S INDEMNITEES"), from and against, to reimburse any of them for any and all fees losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees) arising out of or resulting from an inaccuracy of any representation or a breach of any warranty or covenant made by Seller in this Agreement (subject to paragraph (d) below).
(b) Purchaser hereby agrees to indemnify, defend, make whole and taxeshold harmless Seller, leviesany member, impostspartner, dutiessubsidiary, charges shareholder, officer, employee, trustee, beneficiary, agent, director or withholdingsincorporator of Seller, and any member, partner, subsidiary, shareholder, officer, employee, beneficiary, agent, director or incorporate of a member, partner, beneficiary or subsidiary of Seller, and all of their respective successors and assigns, as the case may be ("PURCHASER'S INDEMNITEES," together with any penaltiesSeller's Indemnitees, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "TaxINDEMNITEES"), and to reimburse any of them for any and all losses, costs, damages or expenses (including, without limitation, reasonable attorneys' fees) arising out of or resulting from an inaccuracy or any representation or a breach of any warranty or covenant made by Purchaser in this Agreement.
(c) Should any event occur for which may from time any party hereto is entitled to time be imposed on or indemnification pursuant to this Article 6, such party shall provide prompt written notice to the other parties describing the nature of such event. If such event consists of a claim asserted against Lessor and an indemnified party by a third party, the indemnifying party may assume responsibil- ity for any action to be taken to contest the claim, provided that the indemnifying party will notify the applicable Indemnitees in writing of its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating intention to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof contest such claim within thirty days after receipt of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition notice of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgageclaim from such Indemnitees; provided, however, thatthat the indemnifying party may not compromise or settle any claim without the written consent of the indemnified party. The applicable indemnifying party, there shall be excluded from at its sole expense, may control all proceedings relating to such contest. The applicable Indemnitees will cooperate with the indemnifying party in contesting such claim, provided that the indemnifying party indemnifies and holds harmless the applicable Indemnitees for all reasonable costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) relating to contesting such claim.
(d) In the event of a breach of any indemnification representation or warranty of Seller under Article 4 hereof which results in any corresponding breach or default by Seller, as tenant under the Lease, and/or which Seller, as tenant under the Lease, is obligated or permitted to cure under the terms of the Lease, Purchaser agrees that it will not bring an action against Seller for breach of such representation or warranty under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security Agreement for such Tax, nothing in this Section shall require the payment of any Tax so long as Seller is completing the cure of such breach in compliance with the terms of the Lease, and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto that, if completion of such cure is accomplished in accordance with generally accepted accounting principles.
(b) Lessee agrees to defendthe Lease, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel Purchaser will have no claim for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of damages under this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder Agreement with respect to the matter in question so long as any Indemnified Liabilities to such damages are fully recoverable under the extent such Indemnified Liabilities arise solely Lease by Landlord from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themTenant.
Appears in 2 contracts
Sources: Agreement of Sale and Purchase (Collins & Aikman Corp), Agreement of Sale and Purchase (Collins & Aikman Corp)
Indemnities. (a) Lessee 7.1 Except in the case of NPM’s gross negligence, willful misconduct or fraud, Fund will payindemnify NPM, its Affiliates and their respective employees, officers, directors, and hereby indemnifiesthird-party providers (“NPM Indemnitees”) against any claim, on an after-tax basisdemand, Lessor suit or proceeding made or brought against NPM Indemnitees by a third party directly arising out of or resulting from (i) Program Data or (ii) Fund’s use of the Services other than in accordance with the Agreement (each a “Claim Against NPM”), and will indemnify NPM Indemnitees from any damages, legal and expert fees and costs finally awarded against NPM Indemnitees as a result of, or for amounts paid by NPM Indemnitees under a settlement of, a Claim Against NPM. Fund also acknowledges and agrees that any disputes and/or disagreements that it may have with any Participant relating to Securities, Transactions, and Program Data, whether relating to misrepresentations, breaches of contract, closing of a Transaction or otherwise, must be addressed between Fund and the applicable Participant. Fund agrees to indemnify and hold NPM Indemnitees harmless with respect to any such disputes and/or disagreements.
7.2 Except in the case of Fund’s gross negligence, willful misconduct or fraud, NPM will indemnify Fund and its assigneesemployees, if anyofficers, and directors (“Fund Indemnitees”) against any claim, demand, suit or proceeding made or brought against Fund Indemnitees by a third party alleging that the Fund’s use, either by the Fund or through its Service Provider’s, of the NPM Platform in accordance with this Agreement infringes or misappropriates a third party’s intellectual property rights (a “Claim Against Fund”), and will indemnify Fund Indemnitees from any damages, legal and againstexpert fees and costs finally awarded against Fund Indemnitees as a result of, or for amounts paid by Fund Indemnitees under a settlement of, a Claim Against Fund. The above defense and indemnification obligations do not apply to the extent a Claim Against Fund arises from Program Data, combination or use of the NPM Platform with third party products or services not expressly approved in writing by NPM, any and all fees and taxescustom modifications made to the NPM Platform by or on behalf of Fund, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes Fund’s breach of this Section 12 being called Agreement.
7.3 In this Section, a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority “Claim” means a Claim Against NPM in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority case where Fund is the indemnifying party, and means a Claim Against Fund in connection with, relating the case where NPM is the indemnifying party. Each Party’s obligation to or resulting fromindemnify the other Party under this Section 7 shall be conditioned on the following: (i) the Airframe indemnified party shall promptly, but in any event, in a time frame that does not prejudice the rights of the indemnifying party, provide the indemnifying party with Written Notice of the claim, action or any Engine or Spare Engine or any part thereof of interest thereinallegation; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition indemnifying party shall have sole control of the Airframe or defense and settlement of the claim (except that the indemnifying party may not settle any Engine or Spare Enginesuch claim unless it unconditionally releases the indemnified parties of all liability, and indemnified party may reasonably participate in (but not control) such defense and settlement in order to protect its interests); and (iii) any rentals or other earnings therefor or arising therefrom or giving the income or other proceeds received with respect thereto; or (iv) this Lease or indemnifying party all reasonable assistance, at the Aircraft Chattel Mortgage; providedindemnifying party’s expense, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless in the payment of any such Tax shall be a condition to the enforceability defense of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesClaim.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.
Appears in 2 contracts
Sources: Nasdaq Private Market Auction Fund Agreement (Delaware Wilshire Private Markets Fund), Nasdaq Private Market Auction Fund Agreement (Delaware Wilshire Private Markets Fund)
Indemnities. (a) Lessee will payMR shall indemnify and hold harmless, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time cause SWBT to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold harmless Lessorharmless, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") Innotrac from and against any and all liabilitiesclaims, obligationsdemands, actions, causes of actions, losses, expenses and costs incurred by Innotrac as a result of or relating to actions of or by MR and SWBT and their respective employees, contractors and agents (not including Innotrac) which claims, demands, actions, causes of actions, losses, expenses and costs arise out of or related to contracts by MR and SWBT and their respective employees, contractors and agents.(not including Innotrac) with SWBT customers.
(b) MR represents that it has, by virtue of the SWBT Contract, the right and authority to (i) utilize the Insignia (defined below), and (ii) authorize Innotrac to utilize the Insignia. In the event of any infringement or claim of infringement of any patent, trademark, copyright, trade secret or other proprietary interest arising out of or relating to the use of the Insignia or the Services, MR shall indemnify and hold harmless Innotrac from any and all actions, causes of action, demands, losses, damages, penaltiesexpenses or liabilities, including costs and reasonable attorneys fees, that may result by reason of any such infringement by or claim of infringement against Innotrac provided that Innotrac has complied with the provisions of the SWBT Contract relating to the manner in which the Insignia shall be handled.
(c) MR shall provide Innotrac with a letter of indemnification from Thomson Consumer Electronics, in the form set forth in Appendix F, and MR shall thereafter have no liability to Innotrac arising out of or relating to any failure or delay by manufacturers of the Products to comply with their Product warranties.
(d) To the extent not covered by Innotrac's insurance, MR shall indemnify and hold harmless Innotrac from and against any and all claims, losses, demands, costs, expenses, including but not limited to attorney fees expenses, actions, judgmentsactions and causes of actions and other losses as may be incurred by Innotrac which claims, suitslosses, claimsdemands, costs, expenses and disbursements expenses, including but not limited to attorney fees expenses, actions, actions or causes of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising actions arise out of this Lease or relate to defects in the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the Products. RESTRICTED - PROPRIETARY INFORMATION The information contained herein is for use or intended use by authorized employees of the proceeds parties hereto only and is not for general distribution within or outside their respective companies.
(e) The foregoing indemnifications shall survive the termination, cancellation or expiration of any of this Contract.
(f) Innotrac and MR shall both carry general liability and product defect insurance with coverages in the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless minimum amounts set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.Appendix E.
Appears in 2 contracts
Sources: Subcontractor Agreement (Innotrac Corp), Subcontractor Agreement (Innotrac Corp)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee Purchaser agrees to defend, indemnify, pay defend and hold harmless Lessor, Agent Seller and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") Seller Agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements Claims arising: (i) from the breach of any kind this Agreement by Purchaser; (ii) from the Assumed Liabilities; or nature whatsoever (including without limitation iii) on or after the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such IndemniteeEffective Date, in any manner relating way connected with, attributable to, or resulting from Purchaser's ownership or operation of, or activities on, the Assets, including, but not limited to, Claims for damage to property or injury or death to persons, Claims for breach of duties and obligations arising out under or by virtue of any lease, contract, agreement, permit, applicable statute or rule. Purchaser's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such claims, REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER, SELLER'S AGENTS OR ANY OTHER PERSON, AND REGARDLESS WHETHER OR NOT SUCH CLAIMS AROSE PRIOR TO THE EFFECTIVE DATE OR RELATE TO CONDITIONS THAT EXISTED PRIOR TO THE EFFECTIVE DATE.
(b) Except as otherwise set forth herein and except for the Assumed Liabilities, Seller agrees to indemnify, defend and hold harmless, Purchaser and Purchaser's Agents from and against any and all Claims arising: (i) from the breach of this Lease Agreement by Seller; (ii) arising from or related to Excluded Assets; (iii) arising from or related to Retained Matters; (iv) before the other Transaction Documents Effective Date, in any way connected with, attributable to, or resulting from the transactions contemplated hereby ownership or thereby (including without limitation Lenders' agreement operation of, or activities on the Assets, including, but not limited to, Claims for damage to make the Loans property or injury or death to Lessor persons, Claims for breach of duties and obligations arising under or the use or intended use of the proceeds by virtue of any lease, contract, agreement, permit, applicable statute or rule; and (v) any obligations or liabilities retained by Seller. Seller's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such claims, REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, PRODUCTS LIABILITY OR OTHER FAULT OR RESPONSIBILITY OF PURCHASER, PURCHASER'S AGENTS OR ANY OTHER PERSON.
(c) Any claim for indemnity under any provision of this Agreement, including Sections 4.5 and 9.3, shall be made by written notice from the Loans) Party seeking indemnification (collectively called the "Indemnified LiabilitiesParty") to the Party required to provide same (the "Indemnifying Party"); provided that Lessee shall not have any obligation to any Indemnitee hereunder , together with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative written description of any law or public policythird person claim against the Indemnified Party, Lessee stating the nature and basis of such claim and, if ascertainable, the amount thereof. The Indemnifying Party shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction have a period of all Indemnified Liabilities incurred by the Indemnitees or any thirty (30) days after receipt of them.such notice within
Appears in 2 contracts
Sources: Purchase and Sale Agreement (Energy Partners LTD), Purchase and Sale Agreement (Energy Partners LTD)
Indemnities. (a) Lessee will pay, and The Borrowers hereby indemnifies, agree to indemnify the Lender on demand against any loss or expense which the Lender or a branch or an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any Affiliate of the foregoing for the purposes of this Section 12 being called Lender actually incurs as a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting fromconsequence of: (i) any default in payment or prepayment of the Airframe principal amount of any Revolving Advance made to it or any Engine portion thereof or Spare Engine interest accrued thereon, as and when due and payable (at the due date thereof, by irrevocable notice of payment or any part thereof of interest thereinprepayment, or otherwise); (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition effect of the Airframe or occurrence of any Engine or Spare EngineEvent of Default upon any Revolving Advance made to it; (iii) the payment or prepayment of the principal amount of any rentals Revolving Advance made to it or any portion thereof, on any day other earnings therefor or arising therefrom or the income or other proceeds received with respect theretothan a Funding Date; or (iv) this Lease the failure by the Borrowers to accept a Revolving Advance after it has requested such borrowing, conversion or the Aircraft Chattel Mortgagerenewal; in each case including, but not limited to, any loss or expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Revolving Advance or any portion thereof; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax that so long as and to the extent that the validity thereof no Event of Default is continuing, no payment shall be made with respect to any loss or expense that is being contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee the Borrower. The Lender shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesprovide to the Borrowers a statement, supported when applicable by documentary evidence, explaining the amount of any such loss or expense it incurs, which statement shall be conclusive absent manifest error.
(b) Lessee agrees The Borrowers hereby agree to defend, indemnify, pay indemnify and hold harmless Lessor, Agent and each the Lender, the Program Manager and the their respective Affiliates, (together with their respective directors, officers, directorsagents, partnersrepresentatives, shareholders, lenders, counsel and employees, agents and affiliates of Lessoreach an “Indemnified Party”), Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, claims, damages, penalties, actions, judgments, suits, claims, costs, expenses (including reasonable counsel fees and disbursements disbursements) and liabilities which are actually incurred by such Indemnified Party arising out of the commitments hereunder to make the Revolving Advances, or the financings contemplated hereby, the other Documents, the Collateral (including, without limitation, the use thereof by any of such Persons or any other Person, the exercise by the Lender of rights and remedies or any power of attorney with respect thereto, and any action or inaction of the Lender under and in accordance with any Documents), the use of proceeds of any kind financial accommodations provided hereunder, any investigation, litigation or nature whatsoever other proceeding (including without limitation brought or threatened) relating thereto, or the reasonable fees and disbursements role of counsel for any such Indemnitees Person or Persons in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Personthe foregoing, whether or not any such Indemnitee shall be designated Indemnified Party is named as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect legal action or proceeding (“Claims”). The Borrowers will not, however, be responsible to any Indemnified Liabilities Party hereunder for any Claims to the extent that a court having jurisdiction shall have determined by a final nonappealable judgment that any such Claim shall have arisen out of or resulted directly and principally from (i)(1) actions taken or omitted to be taken by such Indemnified Liabilities arise solely from Party by reason of the bad faith, willful misconduct or gross negligence of any Indemnified Party, or willful misconduct (2) in violation of any law or regulation applicable to such Indemnified Party (except to the extent that Indemnitee such violation is attributable to any breach of any representation, warranty or agreement by or on behalf of any Borrower or any of its designees, in each case, as determined by a final judgment nonappealable decision of a court of competent jurisdiction), or (ii) a successful claim by a Borrower against such Indemnified Party (“Excluded Claims”). To The Indemnified Party shall give the extent Borrowers prompt Written Notice of any Claim setting forth a description of those elements of the Claim of which such Indemnified Party has knowledge. The Lender, as an Indemnified Party, shall be permitted hereunder to select counsel to defend such Claim with the consent of the Borrowers, such consent not to be unreasonably withheld, at the expense of the Borrowers and, if such Indemnified Party shall decide to do so, then all such Indemnified Parties shall select the same counsel to defend such Indemnified Parties with respect to such Claim; provided, however, that if any such Indemnified Party shall in its reasonable opinion consider that the undertaking retention of one joint counsel as aforesaid shall result in a conflict of interest, such Indemnified Party may, at the expense of the Borrower, select its own counsel to defenddefend such Indemnified Party with respect to such Claim. The Indemnified Parties and the Borrowers and their respective counsel shall cooperate with each other in all reasonable respects in any investigation, indemnify, pay trial and hold harmless set forth in the preceding sentence may be unenforceable because it is violative defense of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay such Claim and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themappeal arising therefrom.
Appears in 2 contracts
Sources: Loan and Security Agreement (BioScrip, Inc.), Loan and Security Agreement (BioScrip, Inc.)
Indemnities. 7.1 Each Partner (athe indemnifying Partner) Lessee will payshall indemnify and keep indemnified the other Partner(s) (the indemnified Partner(s)) against all claims, costs and hereby indemnifiesliabilities arising directly or indirectly from any events, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges acts or withholdings, together with any penalties, fines or interest thereon (any omissions in relation to their respective functions occurring prior to the Commencement Date.
7.2 Each of the foregoing Partners confirms that it has informed all other Partners of any material or potential liabilities of which it is aware as at the Commencement Date, arising directly or indirectly from any events, acts or omissions of the indemnifying Partner in relation to those of its respective functions which are relevant to the arrangements set out in this Agreement.
7.3 This Clause 7 shall apply where one of the Partners (“the indemnified Partner”) incurs direct expense or loss, or is subject to claims from third parties as a result of the negligent actions or omissions of one or more of the other Partners or their employees or agents (“the negligent Partner(s)”) and the indemnified Partner reasonably settles any such claim or is found liable at law in respect of such a claim having reasonably opted to defend such a claim
7.4 In the circumstances outlined in Clause 7.3 the negligent Partner(s) shall indemnify the indemnified Partner against any such expenses or claims to the extent which such expenses and claims result directly from the negligence of the negligent Partner(s) with the amount indemnified being apportioned according to each Partner’s share of responsibility where two or more Partners admit or are found to be negligent Partners
7.5 The indemnified Partner shall not be entitled under this Clause 7 to recover from an indemnifying Partner any loss of income or any indirect or consequential loss suffered by the indemnified Partner.
7.6 Each Partner agrees:
7.6.1 to notify all other Partners in a timely manner of the details of any Claim
7.6.2 if it considers that this Clause 7 may apply to any Claim to consult with and have reasonable regard to any views expressed by the indemnifying Partner(s) as to the conduct and handling of that Claim and in particular shall not settle dispose or compromise that Claim without the prior written consent of the indemnifying Partner(s) provided that if such consent is unreasonably withheld or delayed the indemnified Partner(s) may proceed to settle dispose or compromise that Claim if in the reasonable opinion of the indemnified Partner(s) it is necessary to so do.
7.7 Each Partner agrees to co-operate and provide all such advice, assistance and information to the other Partners as may be reasonably required in respect of any claim or the conduct of any such claim in a timely manner.
7.8 Where:
7.8.1 any claim by or against a Partner or
7.8.2 any claim or losses in respect of which a Partner is or it appears may become entitled to indemnification under this Clause 7 relates solely to the exercise of the statutory functions of one Partner, then that Partner shall be entitled at any time to commence or resist the Claim and shall have the conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations and the other Partners will give that Partner all reasonable co-operation, access and assistance for the purposes of this Section 12 being called a "Tax"), which may from time considering and resisting such Claim (including promptly taking all steps necessary to time be imposed on or asserted against Lessor transfer the conduct of such Claim to that Partner) and its assignees, if any, or that Partner shall consult with and keep the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition Partners informed of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability progress of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesClaim.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.
Appears in 1 contract
Sources: Partnering Agreement
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there 11.1 SCEE shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold Publisher harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (costs, including without limitation the reasonable fees for lawyers, expert witnesses and disbursements litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with a breach of any of the warranties provided by SCEE herein; provided however that Publisher shall give prompt written notice to SCEE of the assertion of any such claim, and provided further that SCEE shall have the right to select counsel and control the defence and/or settlement thereof, subject to the right of Publisher to participate in any such action or proceeding at its own expense with counsel of its own choosing. SCEE shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEE. Publisher shall provide SCEE, at no expense to Publisher, reasonable assistance and cooperation concerning any such matter. Publisher shall not agree to the compromise, settlement or abandonment of any such claim, action or proceeding without SCEE's prior written consent.
11.2 Publisher shall indemnify and hold SCEE harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including without limitation reasonable fees for lawyers, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such Indemnitees claim, which result from or are in connection with (i) a breach of any of the warranties provided by Publisher herein or any breach of Publisher's confidentiality obligations as referred to in Clause 9.1 hereof, or (ii) any claim of infringement or alleged infringement of any Third Party Intellectual Property Rights with respect to Licensed Developer Software, or (iii) any claim of or in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations injury (including without limitation securities and commercial lawsdeath) or property damage, statutesby whomsoever such claim is made, rules arising (in whole or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising part) out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the manufacture, sale and/or use or intended use of the proceeds of any of the Loans) (collectively called Manufactured Materials unless resulting from the "Indemnified Liabilities")proven negligence of Sony; provided however that Lessee SCEE shall not give prompt written notice to Publisher of the assertion of any such claim, and provided further that Publisher shall have the right to select counsel and control the defence and/or settlement thereof, subject to the right of SCEE to participate in any obligation such action or proceeding at its own expense with counsel of its own choosing. Publisher shall have the exclusive right, at its discretion, to commence and/or prosecute at its own expense any Indemnitee hereunder lawsuit or to take such other action [*] Confidential portion omitted and filed separately with the Securities and Exchange Commission. -------------------------------------------------------------------------------- Sony Computer Entertainment Europe Page 12 PlayStation Licensed Publisher(x) CONFIDENTIAL with respect to such matter as shall be deemed appropriate by Publisher. SCEE shall provide Publisher, at no expense to SCEE, reasonable assistance and cooperation concerning any Indemnified Liabilities such matter. SCEE shall not agree to the extent such Indemnified Liabilities arise solely from the gross negligence compromise, settlement or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative abandonment of any law such claim, action or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themproceeding without Publisher's prior written consent.
Appears in 1 contract
Indemnities. (a) Lessee will pay, and Whether or not the transactions contemplated ----------- hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless consummated, the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee Borrower agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lenderthe Bank, and the shareholders, officers, directors, partnersemployees and agents of the Bank ("Indemnified Person"), employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") harmless from and against any and all claims, ------------------- liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as of the foregoing Indemnified Persons is a party or a potential party theretoto any litigation), whether directincluding, indirect or consequential without limitation, reasonable attorneys' fees and whether based on any federalcosts (including, state or foreign lawswithout limitation, statutesthe reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, rules or regulations (including without limitation securities and commercial lawsdocument production, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byattendance at a deposition, or asserted against any such Indemniteeother discovery, in any manner relating prior to the assumption of defense by the Borrower, with respect to or arising out of this Lease any proposed acquisition by the Borrower or the other Transaction Documents any of its Subsidiaries of any Person or the transactions contemplated hereby or thereby any securities (including without limitation Lenders' agreement to make the Loans to Lessor a self-tender), this Agreement or the use or intended any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the proceeds of Borrower or any of the Loans) its Subsidiaries (collectively called collectively, the "Indemnified Liabilities"); , provided that Lessee ----------------------- the Borrower shall not have any no obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely arising from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment any such Indemnified Persons. If any claim is made, or any action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth Bank being notified in the preceding sentence may be unenforceable because it is violative writing of any law such claim or public policythe commencement of such action, Lessee shall contribute suit or proceeding, and the maximum portion that it is permitted to pay Borrower will assume the defense of such action, suit or proceeding, employing counsel selected by Borrower's insurance carrier, or selected by the Borrower and satisfy under applicable law reasonably satisfactory to the Indemnified Person, and pay the fees and expenses of such counsel. This covenant shall survive termination of this Agreement and payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any outstanding Revolving Note for a period of themsix (6) years.
Appears in 1 contract
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there 11.1 SCEE shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold Publisher harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationsclaims, losses, liabilities, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (costs, including without limitation the reasonable fees for lawyers, expert witnesses and disbursements litigation costs, and including costs incurred in the settlement or avoidance of any such claim, which result from or are in connection with a breach of any of the warranties provided by SCEE herein; provided however that Publisher shall give prompt written notice to SCEE of the assertion of any such claim, and provided further that SCEE shall have the right to select counsel and control the defence and/or settlement thereof, subject to the right of Publisher to participate in any such action or proceeding at its own expense with counsel of its own choosing. SCEE shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEE. Publisher shall provide SCEE, at no expense to Publisher, reasonable assistance and co-operation concerning any such matter. Publisher shall not agree to the compromise, settlement or abandonment of any such claim, action or proceeding without SCEE’s prior written consent.
11.2 Publisher shall indemnify and hold SCEE harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including without limitation reasonable fees for lawyers, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such Indemnitees claim, which result from or are in connection with (i) a breach of any of the warranties provided by Publisher herein or any breach of Publisher’s confidentiality obligations as referred to in Clause 9.1 hereof, or (ii) any claim of infringement or alleged infringement of any Third Party Intellectual Property Rights with respect to Licensed Developer Software, or (iii) any claim of or in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations injury (including without limitation securities and commercial lawsdeath) or property damage, statutesby whomsoever such claim is made, rules arising (in whole or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising part) out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the manufacture, sale and/or use or intended use of the proceeds of any of the Loans) (collectively called Manufactured Materials unless resulting from the "Indemnified Liabilities")proven negligence of Sony; provided however that Lessee SCEE shall not give prompt written notice to Publisher of the assertion of any such claim, and provided further that Publisher shall have the right to select counsel and control the defence and/or settlement thereof, subject to the right of SCEE to participate in any obligation such action or proceeding at its own expense with counsel of its own choosing. Publisher shall have the exclusive right, at its discretion, to commence and/or prosecute at its own expense any Indemnitee hereunder lawsuit or to take such other action with respect to such matter as shall be deemed appropriate by Publisher. SCEE shall provide Publisher, at no expense to SCEE, reasonable assistance and co-operation concerning any Indemnified Liabilities such matter. SCEE shall not agree to the extent such Indemnified Liabilities arise solely from the gross negligence compromise, settlement or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative abandonment of any law such claim, action or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themproceeding without Publisher’s prior written consent.
Appears in 1 contract
Indemnities. Indemnify and keep fully and effectually indemnified the Landlord in respect of:
(a) Lessee will pay, all actions proceedings costs claims and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), demands which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe made by any adjoining owner tenant occupier or any Engine or Spare Engine other person whatsoever or any part thereof or interest therein competent authority by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: reason of:
(i) any defect in the Airframe Demised Premises for which the Tenant is liable or in the execution of any Engine works or Spare Engine the existence of any alterations or any part thereof of interest therein; additions to the Demised Premises for which the Tenant is liable;
(ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale any interference or alleged interference or obstruction of any right or alleged right of light air drainage or other disposition right or alleged right now existing for the benefit of any adjoining or neighbouring property caused by the Airframe Tenant or any Engine its employees or Spare Engine; agents or by such licensees or invitees for whose acts the Tenant is or ought to be responsible;
(iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability stoppage of the Aircraft Chattel Mortgage drains used in common with the owner or occupier of adjoining or neighbouring property caused by the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.Tenant
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that liability which may be imposed on, incurred by, or asserted against any such Indemnitee, by the Landlord in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds respect of any of the Loansmatters referred to in paragraph (a) of this sub-clause for which the Tenant is liable;
(collectively called c) any claims proceeding or demands and the "Indemnified Liabilities"); provided that Lessee shall not have costs and expenses incurred thereby which may be brought against the Landlord by any obligation employees workpeople agents or visitors of the Tenant in respect of any accident loss or damage whatsoever to person or property howsoever caused and occurring in or upon the Demised Premises for which the Tenant is liable;
(d) all general rates and other outgoings which are payable by the Landlord as a result of the Tenant's vacating the Demised Premises at any Indemnitee hereunder with respect to any Indemnified Liabilities date prior to the extent such Indemnified Liabilities arise solely from said expiry or earlier determination of the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay Term;
(e) every loss and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities damage whatsoever incurred by the Indemnitees Landlord by reason of any negligence by the Tenant or any breach or non-observance of them.the Tenant's obligations in this Lease and indemnify the Landlord from and against all actions claims liabilities costs and expenses thereby arising all monies becoming payable under this covenant being payable by way of further rent
(f) all liabilities costs claims demands arising by virtue of any breach act or omission caused by the Tenant or its employees or agents or by such licensees or invitees for whose acts the Tenant is or ought to be responsible in respect of the matters referred to in Part II of the Third Schedule hereto AND this sub-clause shall remain in force notwithstanding the expiry or earlier determination of the Term as aforesaid
Appears in 1 contract
Indemnities. (a) Lessee Intellectual Property Indemnity, including Patent and Trademark Indemnity. Each party will pay, defend the other parties and hereby indemnifies, on an after-tax basis, Lessor and their respective affiliates (the “Indemnified Parties”) at its assignees, if any, from and against, expense any and legal proceeding brought against any or all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes Indemnified Parties based on a claim that an intellectual property right, such as copyright or patent or trademark or trade secret, of this Section 12 being called that party infringes upon a "Tax"), which may from time to time be imposed on copyright or asserted against Lessor and its assignees, if any, patent or the Airframe trademark or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government trade secret or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection withintellectual property right, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufactureprovided that that party is notified promptly and given full authority, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security information and assistance for such Taxdefense. That party will pay all damages, nothing in this Section shall require costs and expenses (including reasonable attorneys’ fees if that party does not assume the payment of defense hereunder) incurred by the Indemnified Parties, but will not be responsible for any Tax so long as and to the extent compromise made without that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesparty’s consent.
(b) Lessee The Company agrees to defend, indemnify, pay defend and hold harmless Lessor, Agent Intl.SOS and each Lenderthe Sales Agent, and the their respective affiliates and their respective their respective insurance carriers, parents, subsidiaries, affiliates, officers, directors, partnersrepresentatives, assignees, employees, agents volunteers, agents, shareholders and affiliates of Lessor, Agent and each Lender, contractors (collectively called referred to as the "Indemnitees"“Intl.SOS Indemnified Parties”) harmless from and against any and all liabilitiesmanner of action, obligationscauses of action, lossessuits, debts, accounts, warranties, damages, penaltiesattorney’s fees, actionsclaims and demands, judgmentsliabilities of every kind and character, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation reasonable legal fees which may be incurred by the reasonable fees and disbursements Intl.SOS Indemnified Parties if the Company does not assume the defense hereunder against a claim for which indemnification is required) brought by any party against any or all of counsel for such Indemnitees the Intl.SOS Indemnified Parties, howsoever arising out of or pertaining to or in connection with any investigativeor all of the Services, administrative including but not limited to any claim grounded in product liability, such as but not limited to defective materials or judicial proceedingdefective manufacturing, commenced negligence, or threatened breach of warranty or representation, provided that such indemnity, defense and hold harmless obligations shall not apply to the extent they relate to negligent or wrongful conduct by any PersonInt’l SOS Indemnified Party or to a breach of this Agreement by Sales Agent or Intl.SOS. Intl.SOS and Sales Agent agree to indemnify, whether or not defend and hold the Company, and its affiliates and their respective insurance carriers, parents, subsidiaries, affiliates, officers, directors, representatives, assignees, employees, volunteers, agents, shareholders and contractors (collectively referred to as the “Company Indemnified Parties”) harmless from and against any such Indemnitee shall be designated as a party or a potential party thereto)and all manner of action, whether directcauses of action, indirect or consequential suits, debts, accounts, warranties, damages, attorney’s fees, claims and whether based on any federaldemands, state or foreign lawsliabilities of every kind and character, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that reasonable legal fees which may be imposed on, incurred by, by the Company Indemnified Parties if Sales Agent or asserted Intl.SOS does not assume the defense hereunder against a claim for which indemnification is required) brought by any party against any such Indemniteeor all of the Company Indemnified Parties, in any manner relating to or howsoever arising out of or pertaining to or in connection with negligent or wrongful conduct by any Int’l SOS Indemnified Party or to a breach of this Lease Agreement by Sales Agent or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themIntl.SOS.
Appears in 1 contract
Indemnities. Whether or not the transactions contemplated hereby shall be consummated:
(a) Lessee will The Parent shall pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent the Bank and its Affiliates and each Lender, and the of their officers, directors, partners, employees, agents counsel, agents, attorneys, advisors and affiliates of Lessorother authorized representatives (each, Agent and each Lender, (collectively called the "Indemnitees"an “Indemnified Person”) harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, costscharges, expenses and disbursements (including reasonable counsel fees, including the allocated cost of staff counsel but excluding Taxes, the indemnification for which is addressed in Section 4.01) of any kind or nature whatsoever (including without limitation with respect to the reasonable fees execution, delivery, enforcement, performance and disbursements administration of counsel for such Indemnitees in connection this Agreement and any other Loan Document, and the transactions contemplated hereby and thereby, and with respect to any investigativeinvestigation, administrative litigation or judicial proceedingproceeding related to this Agreement, commenced the Loans or threatened by any Personthe Letters of Credit, or the use of the proceeds thereof, whether or not any such Indemnitee shall be designated as Indemnified Person is a party or a potential party thereto)thereto (all the foregoing, whether directcollectively, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "“Indemnified Liabilities"”); provided that Lessee provided, the Parent shall not have any obligation hereunder to any Indemnitee hereunder Indemnified Person with respect to any Indemnified Liabilities Liability to the extent that such Indemnified Liabilities arise solely Liability is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of such Indemnified Person.
(b) The obligations in this Section 11.05 shall survive payment of all other Obligations. At the election of the Parent, the Parent shall defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person’s sole discretion, at the sole cost and expense of the Parent, provided that Indemnitee as determined by a final judgment no conflict between the interests of a court of competent jurisdiction. To the extent Bank and the Parent exists with respect to the Indemnified Liabilities, and provided, further that the undertaking Parent may not settle any Indemnified Liability without the consent of such Indemnified Person (which consent shall not be unreasonably withheld or delayed; the Parent agrees that such Indemnified Person may withhold such consent if such settlement (i) does not include an unconditional release of such Indemnified Person from all liability or claims that are the subject of such Indemnified Liability, and (ii) includes any statement as to defendany admission). All amounts owing under this Section 11.05 shall be paid within 30 days after demand.
(c) If any sum due from a Credit Party under this Agreement or another Loan Document or under any order or judgment given or made in relation hereto or thereto has to be converted from the currency (the “first currency”) in which the same is payable hereunder or thereunder or under such order or judgment into another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against such Credit Party with any Governmental Authority or in any court or tribunal or (ii) enforcing any order or judgment given or made in relation hereto, indemnify, pay the Parent shall indemnify and hold harmless set forth each of the Persons to whom such sum is due from and against any loss actually suffered as a result of any discrepancy between (a) the rate of exchange used to convert the amount in question from the first currency into the second currency and (b) the rate or rates of exchange at which such Person, acting in good faith in a commercially reasonable manner, purchased the first currency with the second currency after receipt of a sum paid to it in the preceding sentence may be unenforceable because it is violative second currency in satisfaction, in whole or in part, of any law such order, judgment, claim or public policy, Lessee proof. The foregoing indemnity shall contribute constitute a separate obligation of each Credit Party distinct from its other obligations hereunder and shall survive the maximum portion that it is permitted giving or making of any judgment or order in relation to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themsuch other obligations.
Appears in 1 contract
Sources: Credit Agreement (Brinks Co)
Indemnities. (a) Lessee will pay5.1 Notwithstanding the completion of the transactions contemplated under this Agreement or FIMI's Investigation, the representations, warranties and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (acknowledgements of any of the foregoing Shareholders contained in this Agreement or any certificates or documents delivered by any of them pursuant to this Agreement shall survive the Completion and shall continue in full force and effect thereafter for the purposes benefit of this Section 12 being called a "Tax")FIMI. If any of the representations, which may from time to time be imposed on warranties or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein acknowledgements given by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe Shareholders is found to be untrue or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment is a breach of any such Tax shall be a condition to covenant or agreement in this Agreement on the enforceability part of any of the Aircraft Chattel Mortgage Yellowbubble Group, then the party or the perfection of the lien thereof or unless proceedings parties responsible shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as jointly and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted severally indemnify and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold save harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") FIMI from and against any and all liabilitiesliability, obligationsclaims, debts, demands, suits, actions, penalties, fines, losses, damagescosts (including legal fees, disbursements and taxes as charged on a lawyer and own client basis), damages and expenses of any kind whatsoever which may be brought or made against FIMI by any person, firm or corporation of any kind whatsoever or which may be suffered or incurred by FIMI, directly or indirectly, arising out of or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the generality of the foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by FIMI, directly or indirectly, arising out of any material assessment or reassessment levied upon Yellowbubble for tax, interest and/or penalties relating to any period of business operations up to and including the Closing Date and all claims, demands, costs (including legal fees, disbursements and taxes as charged on a lawyer and own client basis) and expenses of any kind whatsoever in respect of the foregoing. For the avoidance of doubt, notwithstanding the provisions of this paragraph, Continental shall not be required to indemnify FIMI in respect of a breach of any representation, warranty or acknowledgement by any Shareholder other than Continental.
5.2 Notwithstanding the completion of the transactions contemplated under this Agreement or the Shareholders' Investigation, the representations, warranties and acknowledgements of FIMI contained in this Agreement or any certificates or documents delivered by FIMI pursuant to this Agreement shall survive the Completion and shall continue in full force and effect thereafter for the benefit of the Shareholders. If any of the representations, warranties or acknowledgements given by FIMI is found to be untrue or there is a breach of any covenant or agreement in this Agreement on the part of FIMI, then the party or parties responsible shall jointly and severally indemnify and save the Shareholders harmless from and against any and all liability, claims, debts, demands, suits, actions, penalties, actionsfines, judgmentslosses, suitscosts (including legal fees, claimsdisbursements and taxes as charged on a lawyer and own client basis), costs, damages and expenses and disbursements of any kind whatsoever which may be brought or nature whatsoever (including without limitation made against any of the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened Shareholders by any Personperson, whether firm or not corporation of any such Indemnitee shall be designated as a party kind whatsoever or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that which may be imposed onsuffered or incurred by any of the Shareholders, incurred bydirectly or indirectly, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or as a consequence of any such misrepresentation or breach of warranty, acknowledgement, covenant or agreement. Without in any way limiting the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use generality of the proceeds foregoing, this shall include any loss of any kind whatsoever which may be suffered or incurred by any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have Shareholders, directly or indirectly, arising out of any obligation material assessment or reassessment levied for tax, interest and/or penalties relating to any Indemnitee hereunder with respect period of business operations up to any Indemnified Liabilities to and including the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee Closing Date and all claims, demands, costs (including legal fees, disbursements and taxes as determined by charged on a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay lawyer and hold harmless set forth in the preceding sentence may be unenforceable because it is violative own client basis) and expenses of any law or public policy, Lessee shall contribute kind whatsoever in respect of the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themforegoing.
Appears in 1 contract
Sources: Share Exchange Agreement (Famous Internet Mall Inc)
Indemnities. 8.1 The Warrantors hereby jointly and severally undertake to fully indemnify each Series C Investor, its officers and employees and affiliates (a) Lessee will payeach an “Indemnitee” and collectively, the “Indemnitees”), and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, to keep them harmless from and againstagainst all direct losses, any liabilities, costs and all fees and taxes, levies, imposts, duties, charges damages (including without limitation legal costs) which may be suffered or withholdings, together with any penalties, fines or interest thereon (incurred by any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority them in connection with, relating to arising out of or resulting from: (i) the Airframe or as a result of any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; following:
(iiia) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage warranties, representations and covenants made by the Warrantors, including but not limited to warranties regarding tax and incorporation matters, hereof not being true and correct in all respects or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves not being fully complied with respect thereto in accordance with generally accepted accounting principles.at all times;
(b) Lessee agrees any of the covenants in Section 7, any other undertakings or obligations in this Agreement not being fully performed or fully complied with by the Warrantors at all times.
8.2 The Warrantors further jointly and severally undertake to defend, indemnify, pay and hold harmless Lessor, Agent and fully indemnify each LenderIndemnitee, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and to keep each Lender, (collectively called the "Indemnitees") Indemnitee harmless from and against any and all direct losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses costs and disbursements of any kind or nature whatsoever damages (including without limitation legal costs) which may be suffered or incurred by it in connection with, arising out of or as a result of the reasonable Company’s failure to pay or settle any outstanding fees incurred and disbursements of counsel for such Indemnitees owed to in connection with any investigative, administrative the Transaction.
8.3 Absent fraud or judicial proceeding, commenced or threatened willful misconduct by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called Management Shareholders, none of the "Indemnified Liabilities")Management Shareholders’ personal assets other than the Ordinary Shares, directly or indirectly, held by the Management Shareholders valued at the fair market value shall in any respect be used to satisfy any of the Management Shareholders’ indemnification obligations pursuant to this Section 8.
8.4 If any Indemnitee believes that it has a claim that may give rise to an obligation of any Warrantor pursuant to this Section 8, it shall give prompt notice thereof to the Warrantors stating specifically the basis on which such claim is being made, the material facts related thereto, and the amount of the claim asserted; provided that Lessee absent fraud or willful misconduct any such notice with respect to a breach (except with respect to a breach under Sections 2.1, 2.2, 2.4 and 2.5) shall be given within two (2) years after the Closing. In the event of a third party claim against an Indemnitee for which such Indemnitee seeks indemnification from the Warrantors pursuant to this Section 8, no settlement shall be deemed conclusive with respect to the existence of an indemnifiable loss or the amount of such indemnifiable loss unless such settlement is consented to by the Indemnitors. Any dispute related to this Section 8 shall be resolved pursuant to Section 10.14.
8.5 Absent fraud or willful misconduct by any of the Management Shareholders, the aggregate amount of indemnifiable loss of each Series C Investor shall not have exceed the aggregate purchase price paid by such Series C Investor.
8.6 For the avoidance of doubt, each of the Warrantors hereby agrees and covenants that it will do all such things and undertake all such actions, including without limitation, any obligation applications to and registrations with the governmental authorities and any Indemnitee hereunder other protective measures reasonably requested by the Series C Investors, to ensure that the agreement of the parties with respect to joint and several liability of the Warrantors under this Agreement and other Transaction Agreements is given full force and effect.
8.7 This Section 8 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themmisrepresentation.
Appears in 1 contract
Sources: Preference C Share Purchase Agreement (Sequoia Capital 2010 CV Holdco Ltd.)
Indemnities. (a) Lessee will payZTI represents and warrants to Distributor that ZTI has no knowledge of any person or business entity other than ZTI who may have any proprietary rights whatsoever in the Products, and hereby indemnifiesor if any such rights exist, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any ZTI has secured consent of the foregoing for the purposes holder of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if anysuch rights, or the Airframe in any concept or idea or any Engine predecessor thereof underlying or Spare Engine which is part of or any part thereof or interest therein by any Federal, state or local government or other taxing authority in which has been incorporated into the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesProducts.
(b) Lessee ZTI agrees to defend, indemnify, pay that it shall at all times during and hold after the term of this agreement indemnify and save harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") Distributor from and against any and all liabilities, obligationsdamages, losses, claims, demands, and expenses (including reasonable legal fees) arising out of any claim by a third party in the Territory that Distributor's possession, use, licensing or marketing, or Customer's possession or use, of the Products infringes any Canadian or United States copyright or patent, provided that:
(i) Distributor promptly notifies ZTI in writing of such claim and furnishes ZTI a copy thereof;
(ii) ZTI has sole control over the investigation, litigation, and negotiation of such claim; and
(iii) Distributor and/or its Customer cooperate fully in ZTI's defense of such claim. In the event of such claim of infringement, ZTI may, at its option and expense, procure for Distributor and its Customers the right to continue using the Software, modify the Software to make its use non-infringing or replace the Software with non-infringing software, failing which ZTI will refund to Distributor (i) a pro rata portion of the license fees paid by Distributor to ZTI hereunder for the Software, based on a deemed three (3) year license term and straight-line depreciation of the value of the Software from the date of delivery of the Software to Customer, and (ii) a pro rata portion of the fees paid by Distributor to ZTI for Product Maintenance for the period in which the claim has arisen, which refunds to Distributor shall be conditional upon Distributor first refunding to each of its Customers (i) a pro rata portion of the license fee paid by each Customer to Distributor for the Software, based on a deemed three (3) year license term and straight-line depreciation of the value of the Software from the date of delivery of the Software to Customer and (ii) a pro rata portion of the fee paid by each Customer to Distributor for Product Maintenance for the period in which the claim has arisen. ZTI shall have no liability for any claim of copyright or patent infringement based on the use or combination of the Software with non-ZTI programs or data if such infringement would have been avoided by the use or combination of the Software with other programs or data.
(c) Distributor agrees that it shall at all times during and after the term of this agreement indemnify and save harmless ZTI from and against any and all liabilities, damages, penalties, actions, judgments, suitslosses, claims, costsdemands, and expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees legal fees) that ZTI may incur in connection with respect of:
(i) any investigative, administrative negligent act or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred omission by, or asserted against willful misconduct of, Distributor's employees, agents or Sub-Distributors;
(ii) any such Indemniteeclaim that Distributor's distribution or any other use, in or Customer's use, of any manner relating to product which is licensed by Distributor and coupled or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of combined with any of the LoansProducts, infringes any copyright, patent or other intellectual property right;
(iii) (collectively called the "Indemnified Liabilities"); any warranty, condition, representation, indemnity or guarantee granted by Distributor or provided that Lessee shall not have any obligation to any Indemnitee hereunder by law with respect to the Products that is in addition to or in lieu of the limited warranties specified in Section 12 of this Agreement;
(iv) any Indemnified Liabilities modification of or addition to the extent such Indemnified Liabilities arise solely from the gross negligence Products not approved in writing by ZTI;
(v) any omission or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth inaccuracy in the preceding sentence may be unenforceable because it is violative of any law Distributor's advertisements or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law promotional materials related to the payment and satisfaction of all Indemnified Liabilities incurred Products;
(vi) any disclosure by the Indemnitees Distributor or any of themits Sub-Distributors to third parties of any trade secrets or confidential information of ZTI or its licensers in respect of the Products, or any other information made available by ZTI to Distributor pursuant to this Agreement; or
(vii) Distributor's breach of this Agreement, including, without limitation, Distributor's failure to comply with Sections 9 and 10 hereof.
Appears in 1 contract
Indemnities. (a) Lessee will payLandlord, its agents, employees, and representatives (collectively called the "Landlord Indemnities") shall not be liable to Tenant or Tenant's agents, employees, guests, invitees or to any other person claiming by, through or under Tenant for any injury to person, loss or damage to property, or for loss or damage to Tenant's business, occasioned by or through the acts or omissions of Landlord due to the conditions or design or any defect in Landlord's Building or its mechanical systems that may exist or occur, or by any other cause whatsoever except Landlord's gross negligence or willful misconduct. The Landlord Indemnitees shall not be liable for and Tenant hereby indemnifies, on an after-tax basis, Lessor indemnifies Landlord and its assignees, if any, saves it harmless from and against, any and all fees loss, claims, costs, suits, actions, damages, liability and taxesexpenses in connection with loss of life, leviesbodily or personal injury or property damage arising from or out of any occurrence in, impostsupon, duties, charges at or withholdings, together with any penalties, fines from the Premises or interest thereon (any the occupancy or use by Tenant of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine Premises or any part thereof thereof, or interest therein occasioned wholly or in part by any Federalact, state omission or local government negligence of Tenant, its agents, contractors, employees, servants, invitees, or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority licensees. Tenant shall protect and hold such Landlord Indemnitee harmless therefrom and shall pay all costs and expenses, including reasonable attorney's fees, of such Landlord Indemnitee incurred in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlestherewith.
(b) Lessee agrees to defend, indemnify, pay Landlord hereby indemnifies Tenant and hold saves it harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsloss, claims, costs, suits, actions, damages, liability and expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with loss of life, bodily or personal injury or property damage arising from or out of any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated occurrence on the Common Areas of the Shopping Center (except as a party result of the negligence or a potential party theretointentional misconduct of Tenant or any of Tenant's agents, contractors, employees, servants, invitees, or licensees), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out as a result of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful intentional misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdictionLandlord. To the extent that the undertaking to defend, indemnify, pay Landlord shall protect and hold such Tenant harmless set forth therefrom and shall pay all costs and expenses, including reasonable attorney's fees, of Tenant incurred in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themconnection therewith.
Appears in 1 contract
Indemnities. (a) Lessee will pay, a. Grantee covenants and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnifyprotect, pay indemnify and hold harmless Lessor, Agent and each LenderGrantor, and the its officers, directors, partnersemployees and agents (“Grantor Indemnitees”), employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilitiesclaims, obligationsincluding any action or proceedings brought thereon, and all demands, suits, causes of action, judgments, costs, losses, demands, fees, fines, damages, penaltiesexpenses, actionsobligations and liabilities (including reasonable attorneys’ fees actually incurred and cost of suit, judgmentslitigation, suits, claims, costs, expenses arbitration and disbursements settlement) of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativecollectively, administrative “Claims”), arising from or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party result of or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to way related to, directly or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby indirectly, (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds i) Grantee’s exercise of any of the Loansrights and privileges herein granted to Grantee, including damages relating to: (a) injury or death of any person (collectively called including without limitation, the "Indemnified Liabilities"employees of Grantor Indemnitees); provided that Lessee shall not have , and (b) damage to, or loss or destruction of any obligation to property, (ii) any Indemnitee hereunder material breach by Grantee of this Agreement, (iii) the use of the Easements and the Easement Area by Grantee, its agents and employees and (iv) the acts or omissions of Grantee, its agents and employees on or with respect to any Indemnified Liabilities the Easement Area or the Grantor Property; provided, however, notwithstanding anything to the extent such Indemnified Liabilities arise solely from contrary, in no event shall Grantee have any liability to Grantor for (i) the gross negligence or willful misconduct of that Indemnitee as determined Grantor, or its employees, agents, contractors, vendors, or any other persons given access to the Grantor Property by Grantor, (ii) pre-existing conditions affecting the Property, or (iii) Grantee’s mere discovery of any information potentially having a final judgment negative impact on Grantor or the Grantor Property (including any Claims arising out of, resulting from or incurred in connection with the discovery of a court any Hazardous Materials on or about the Grantor Property.
b. Lessee and Grantee each (for purposes of competent jurisdiction. To this Subsection 10.b, the extent that the undertaking “First Party”) covenants and agrees to defend, indemnifyprotect, pay indemnify and hold harmless set forth the other party and its respective officers, directors, employees and agents (with respect to such party, “Indemnitees”), from and against any and all Claims arising from or as a result of or in any way related to, directly or indirectly, (i) the preceding sentence may be unenforceable because it is violative First Party’s exercise of any law of the rights and privileges granted to it under the Lease or public policythis Agreement (as the case may be), Lessee shall contribute including damages relating to: (a) injury or death of any person (including without limitation, the maximum portion that it is permitted to pay employees of Indemnitees), and satisfy under applicable law (b) damage to, or loss or destruction of any property, (ii) any material breach by the First Party of this Agreement, (iii) the use of the Easements and the Easement Area by the First Party, its agents and employees and (iv) the acts or omissions of the First Party, its agents and employees on or with respect to the payment and satisfaction Easement Area or the Grantor Property; provided, however, notwithstanding anything to the contrary, in no event shall the First Party have any liability to any Indemnitee for (i) the negligence or willful misconduct of all Indemnified Liabilities incurred by the Indemnitees such Indemnitee, or its employees, agents, contractors, vendors, or any other persons given access to the Grantor Property by such Indemnitee, (ii) pre-existing conditions affecting the Grantor Property, or (iii) the First Party’s mere discovery of themany information potentially having a negative impact on the other party or the Grantor Property (including any Claims arising out of, resulting from or incurred in connection with the discovery of any Hazardous Materials on or about the Grantor Property.
Appears in 1 contract
Sources: Grant of Easement
Indemnities. (a) Lessee Transferee will payindemnify Transferor and hold Transferor harmless from any liability, and hereby indemnifiesloss, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges cost or withholdings, together with any penalties, fines or interest thereon expense (any of the foregoing for the purposes of this Section 12 being called a "TaxClaim"), including reasonable attorneys' fees, which may shall result from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe incorrectness of any representation or breach of any Engine warranty of Transferee contained in this Agreement or Spare Engine in any other agreement, instrument, certificate or any part thereof of interest thereinother document delivered by Transferee pursuant hereto; (ii) the manufacturea breach by Transferee of any of its covenants or agreements contained in this Agreement, purchaseany other agreement, ownershipinstrument, mortgaging, lease, sublease, use, storage, maintenance, sale certificate or other disposition of document delivered by Transferee in connection with the Airframe transactions contemplated by this Agreement; or any Engine or Spare Engine; (iii) any rentals Claim or legal proceedings with respect to any Containers relating to any period after the Closing Date with respect to such Containers. Upon payment of such indemnity, Transferee shall be subrogated to the indemnitee's rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Transferee shall not be required to indemnify Transferor if and to the extent Transferor is indemnified and fully compensated for its claim by a third party.
(b) Cronos and Transferor jointly and severally will indemnify Transferee and hold Transferee harmless from any claim, including reasonable attorneys' fees, which shall result from (i) the incorrectness of any representation or breach of any warranty of Cronos or Transferor contained in this Agreement or in any certificate or other earnings therefor document delivered by Cronos or arising therefrom Transferor pursuant hereto; (ii) a breach by Cronos or the income Transferor of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other proceeds received document delivered by Cronos or Transferor in connection with respect theretothe transactions contemplated by this Agreement; or (iviii) this Lease any Claim or legal proceedings with respect to any Containers (or any part thereof) arising or relating to any period prior to and including the Closing Date, including Claims of limited partners in Transferor or other third parties based upon or arising out of Transferor's ownership, management, disposition or sale of the Containers. Upon payment of such indemnity, Cronos or Transferor, as the case may be, shall be subrogated to Transferee's rights against any third parties respecting the Claims.
(c) A party seeking indemnification pursuant to Sections 21(a) or (b) above (an "Indemnified Party") shall give prompt notice to the party from whom such indemnification is sought (the "Indemnifying Party") of the assertion of any Claim, or the Aircraft Chattel Mortgagecommencement of any action, suit or proceeding, in respect of which indemnify may be sought hereunder and will give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice 11 <PAGE> 16 thereby). The Indemnifying Party may, at its expense, participate in or assume the defense of any such action, suit or proceeding involving a third party; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any that such Tax shall be a condition defense is conducted with counsel mutually satisfactory to the enforceability Indemnified Party and the Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with each other regarding the conduct of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings such defense. The Indemnified Party shall have been commenced the right (but not the duty) to foreclose any lien which may have attached as security for participate in the defense thereof, and to employ counsel, at its own expense (except that the Indemnifying Party shall pay the fees and expenses of such Tax, nothing in this Section shall require the payment of any Tax so long as and counsel to the extent the Indemnified Party reasonably concludes that there is a conflict of interest between the validity thereof Indemnified Party and the Indemnifying Party), separate from counsel employed by the Indemnifying Party in any such action. The Indemnifying Party shall be contested liable for the fees and expenses of counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any claim involving a third party, all the parties hereto shall cooperate in good faith the defense or prosecution thereof and shall furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Sections 21(a) or 21(b) for any settlement effected without its written consent (as contemplated above) for any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. No claim for indemnification, except claims based on a breach of the representations contained in Section 5.07 hereof, may be first initiated or asserted by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principlesany Indemnified Party against any Indemnifying Party (including Cronos) after December 15, 2002; notwithstanding the foregoing, no claim for indemnification may be initiated or asserted against Transferor after the Closing Date.
(bd) Lessee agrees to defendEach of the parties (i) acknowledges that under the Prior Management Agreements the owner of the Containers may be indemnified and insured for various liabilities, indemnify, pay casualties and hold harmless Lessor, Agent and each Lenderlosses, and the officers, directors, partners, employees, agents (ii) agrees that (as between Transferor and affiliates of Lessor, Agent and Transferee) each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee party hereto shall be designated as a party entitled to enforce and collect such indemnities and insurance directly from the indemnitor or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities insurer to the extent arising from a loss suffered by such Indemnified Liabilities arise solely from party because of its interest, or prior interest, as owner of the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themContainers.
Appears in 1 contract
Sources: Container Purchase Agreement
Indemnities. (a) Lessee will payEPRO shall assume all responsibility for and shall defend, indemnify and hereby indemnifies, on an after-tax basis, Lessor hold SPECTRUM and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partnersmembers, officers, employees, agents and agents, consultants, shareholders, affiliates, toll manufacturer, partners or advisors or those of its subsidiaries and/or affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees"“Representatives”) harmless from and against any and all liabilities, obligationsliability, losses, expenses, damages, penalties, actions, judgments, suits, assessments and claims, causes of action, settlement costs, expenses and disbursements including reasonable attorney’s fees, or other liabilities of any kind (collectively, “Damages”) arising out of, resulting from or nature whatsoever attributable to
(including without limitation a) defects relating to a defective Product (defectiveness caused by EPRO); or Certain information on this page has been omitted and filed separately with the reasonable fees Securities and disbursements Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) material breach by EPRO of counsel for such Indemnitees in connection with any investigative, administrative term or judicial proceeding, commenced provision of this Agreement; or
(c) negligent act or threatened omission by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential EPRO and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwiseits Representatives; provided, that may be imposed onthis (a) shall not obligate EPRO to indemnify SPECTRUM for any portion of Damages directly attributable to, incurred and directly caused by, the negligence or asserted omission of SPECTRUM and/or its Representatives. SPECTRUM shall assume all responsibility for and shall defend, indemnify and hold EPRO and its Representatives harmless from and against any such Indemnitee, in any manner relating to or and all Damages arising out of, resulting from or attributable to:
(a) the use, sale, offer to sell, transfer or import of Product after acceptance by SPECTRUM; or
(b) material breach by SPECTRUM of any term or provision of this Lease Agreement; or
(c) negligent act or omission by SPECTRUM and/or its Representatives; provided, that this (a) shall not obligate SPECTRUM to indemnify EPRO for any portion of Damages directly attributable to, and directly caused by, the negligence or omission of EPRO and/or its Representatives. A party (the “Indemnitee”) which intends to claim indemnification under this Article 7 shall promptly notify the other Transaction Documents party (the “Indemnitor”) in writing of any action, claim or other matter in respect of which the transactions contemplated hereby Indemnitee or thereby (including without limitation Lenders' agreement any of its Affiliates, or any of their respective directors, officers, employees, subcontractors, or agents, intend to make claim such indemnification; provided, however, that failure to provide such notice within a reasonable period of time shall not relieve the Loans to Lessor or the use or intended use of the proceeds Indemnitor of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee its obligations hereunder with respect to any Indemnified Liabilities except to the extent the Indemnitor is prejudiced by such Indemnified Liabilities arise solely from failure. The Indemnitee shall permit, and shall cause its Affiliates, and their respective directors, officers, employees, subcontractors and agents to permit, the gross negligence Indemnitor, at its discretion, to settle any such action, claim or willful misconduct other matter, and the Indemnitee agrees to the complete control of such defense or settlement by the Indemnitor. Notwithstanding the foregoing, the Indemnitor shall not enter into any settlement that would adversely affect the Indemnitee’s rights hereunder, or impose any obligations on the Indemnitee as determined in addition to those set forth herein, in order for it to exercise such rights, without Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. No such action, claim or other matter shall be settled without the prior written consent of the Indemnitor, which shall not be unreasonably withheld or delayed. The Indemnitee, its Affiliates, and their respective directors, officers, employees, subcontractors and agents shall fully cooperate with the Indemnitor and its legal representatives in the investigation and defense of any action, claim or other matter covered by a final judgment the indemnification obligations of a court this Article 7. The Indemnitee shall have the right, but not the obligation, to be represented in such defense by counsel of competent jurisdictionits own selection and at its own expense. To the extent that the undertaking to defend, indemnify, pay and hold harmless The indemnification obligations set forth in this Article shall survive the preceding sentence may be unenforceable because it is violative expiration or termination of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themthis Agreement.
Appears in 1 contract
Sources: Manufacturing and Supply Agreement (Spectrum Pharmaceuticals Inc)
Indemnities. 7.1 The Service Provider shall be liable for, and shall indemnify the TTL Indemnified Parties and/or any New Service Provider against, any Employment Liabilities incurred by the TTL Indemnified Parties and/or any New Service Provider, which arise out of or in connection with:
(a) Lessee will pay, and hereby indemnifies, the employment or termination of employment of any person engaged in connection with the provision of the Services at any time on an after-tax basis, Lessor and its assignees, if any, or after the Effective Date during the period from and againstincluding the Effective Date up to and including the Expiry Date, any and all fees and taxes, levies, imposts, duties, charges Termination Date or withholdings, together with any penalties, fines or interest thereon Partial Termination Date (any of the foregoing for the purposes of this Section 12 being called a "Tax"as applicable), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.and
(b) Lessee agrees to defendany Service Provider Personnel (other than any employee who immediately before the Expiry Date, indemnify, pay Termination Date or Partial Termination Date (as applicable) is an Exit Transferring Employee and hold harmless Lessor, Agent and each Lender, and whose name is included on the officers, directors, partners, employees, agents and affiliates final list of Lessor, Agent and each Lender, Exit Transferring Employees provided in accordance with the provisions of paragraph 8.2 (collectively called the "Indemnitees"Termination) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind below) whose employment or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative claims or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or liabilities arising out of this Lease their employment or its termination transfers to any member of the TfL Group or a New Service Provider following the Expiry Date, Termination Date or Partial Termination Date (as applicable) pursuant to or by virtue of the TUPE Regulations or who claim that their employment or such claims or liabilities so transfer save where such person continues to be employed by any member of the TfL Group or a New Service Provider six (6) months after the employing company in the TfL Group or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use New Service Provider becomes aware of the proceeds claim that their employment has transferred in which case the relevant Employment Liabilities shall be those relating to the period on or before the Expiry Date, Termination Date or Partial Termination Date (as applicable).
7.2 If, on Termination or Partial Termination, the TUPE Regulations do not apply, and within the period of three (3) Months following the Expiry Date, Termination Date or Partial Termination Date (as applicable), the Service Provider terminates the employment of any of its employees who would otherwise have been Exit Transferring Employees on the Loans) grounds of redundancy (collectively called as defined in section 139 of the "Indemnified Liabilities"Employment Rights Act 1996); provided , TTL shall indemnify the Service Provider against that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities part of the statutory redundancy payment that is paid to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themExit Transferring Employees.
Appears in 1 contract
Sources: Service Provider Agreement
Indemnities. (a1) Lessee will pay, The Borrower shall indemnify and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of save harmless the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each LenderLender and their respective officers, and the officerspartners, directors, partners, employees, Affiliates and agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all claims, demands, liabilities, obligationsdamages, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses charges and disbursements expenses, including any loss or expense arising from interest or fees payable by the Agent or a Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, which may be incurred by an Indemnitee as a consequence of (i) default by the Borrower in the payment when due of any kind amount hereunder or nature whatsoever the occurrence of any other Default or Event of Default, (ii) default by the Borrower in obtaining a Borrowing after the Borrower has given notice hereunder that it desires to obtain such Borrowing, (iii) default by the Borrower in making any optional repayment of outstanding Accommodation after the Borrower has given notice hereunder that it desires to make such repayment, (iv) the repayment by the Borrower of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Period or the repayment of any other Accommodation otherwise than on the specified maturity date thereof (including without limitation any such payment pursuant to Section 4.01 or upon acceleration pursuant to Section 10.02), (v)the entering into by the reasonable fees Agent or a Lender of this Agreement and disbursements the other Credit Documents to which the Agent or a Lender is a party, and, otherwise than are determined by a court of counsel for such Indemnitees in connection with any investigativecompetent jurisdiction to be attributable primarily to the gross negligence or wilful misconduct of the applicable Indemnitee, administrative or judicial proceeding, commenced or threatened the performance by any Personof the Agent and the Lenders of its obligations hereunder and thereunder, whether and (vi) the application by the Borrower of any Accommodation or not any proceeds thereof. A certificate of the Agent as to any such Indemnitee loss or expense and containing reasonable details of the calculation thereof shall be designated prima facie evidence thereof.
(2) The Borrower shall indemnify and save harmless each Indemnitee from all claims, demands, liabilities, damages, losses, costs, charges and expenses which may be asserted against or incurred by such Indemnitee, otherwise than as are determined by a court of competent jurisdiction to be attributable primarily to the gross negligence or wilful misconduct of such Indemnitee or the LC Lender, as a party direct or indirect consequence of the issuance of any Letter of Credit at the request of the Borrower or of any failure by the LC Lender to make any payment under any Letter of Credit issued at the request of the Borrower as a potential party thereto)result of any law, whether direct, indirect control or consequential and whether based on restriction rightfully or wrongfully exercised or imposed by any federal, state domestic or foreign lawscourt or government or government instrumentality.
(3) The Borrower shall indemnify and save harmless each Indemnitee from all claims, statutesdemands, rules or regulations liabilities, damages, losses, costs, charges and expenses (including without limitation securities any remedial, clean-up, compliance or preventative costs, charges and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that expenses) which may be imposed on, incurred by, or asserted against or incurred by such Indemnitee (or any such receiver appointed by an Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee otherwise than as are determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking jurisdiction to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law attributable primarily to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.gross negligence or
Appears in 1 contract
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there LICENSEE shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay defend and hold harmless LessorLICENSOR, Agent its Affiliates and each Lender, its and the their officers, directors, partners, employees, agents and affiliates of Lessorrepresentatives (collectively, Agent and each Lender, (collectively called the "LICENSOR Indemnitees") from and against any and all liabilities, obligationsclaims, demands, actions and suits, losses, damages, penalties, actions, judgments, suits, claims, costs, and expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated attorneys' fees) (together referred to as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or Losses) arising out of this Lease any claim brought by a Third Party against a LICENSOR Indemnitee as attributable to (i) the Development, Manufacturing or Commercialization of any Licensed Product in the Licensed Territory, or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use Manufacture of any Licensed Product outside of the proceeds Licensed Territory for Commercialization in the Licensed Territory, by or on behalf of LICENSEE, its Affiliates or any of its or their sub-licensees, including the performance of any Step-In Activities or exercise of LICENSEE’s rights under Articles 8.4(a) or (g), (ii) LICENSEE’s breach of any warranty or representation made by it under this Agreement or any other breach of this Agreement by LICENSEE, or (iii) the Loans) (collectively called the "Indemnified Liabilities")gross negligence, willful misconduct or violation of applicable law by LICENSEE; provided that Lessee LICENSEE shall not have be required to indemnify any obligation to any LICENSOR Indemnitee hereunder with respect to any Indemnified Liabilities for Losses to the extent such Indemnified Liabilities arise solely from the that any LICENSOR Indemnitee’s gross negligence or willful misconduct or any breach of that this Agreement has contributed to the Losses.
(b) LICENSOR shall indemnify, defend and hold harmless LICENSEE, its Affiliates and its and their officers, directors, employees, agents and representatives (collectively, LICENSEE Indemnitees) from and against any and all Losses arising out of any claim brought by a Third Party against a LICENSEE Indemnitee as determined attributable to (i) the Development, Manufacturing or Commercialization of any Licensed Product outside of the Licensed Territory, or the Development or Manufacture of any Licensed Product in the Licensed Territory for Commercialization outside of the Licensed Territory by a final judgment or on behalf of a court LICENSOR, its Affiliates or any of competent jurisdiction. To its or their licensees or sub-licensees (except for to the extent performed by LICENSEE, its Affiliates and any of its or their sub-licensees) or exercise of LICENSOR’s rights under Article 2.3, (ii) LICENSOR’s breach of any warranty or representation made by it under this Agreement or any other breach of this Agreement by LICENSOR, or (iii) the gross negligence, willful misconduct or violation of applicable law by LICENSOR; provided that LICENSOR shall not be required to indemnify any LICENSEE Indemnitee for Losses to the extent that any LICENSEE Indemnitee’s gross negligence or willful misconduct or any breach of this Agreement has contributed to the undertaking Losses.
(c) As a condition to defenda Party’s right to receive indemnification under this Article 9.5, indemnifyit shall:
(i) notify the indemnifying Party promptly upon becoming aware of a claim for which indemnification may be sought pursuant hereto (but in no event later than thirty (30) days after such awareness, pay and hold harmless set forth being understood that any failure to make or delay in making such notification shall not relieve the indemnifying Party of its obligations hereunder except to the extent the indemnifying Party is materially prejudiced by such failure or delay);
(ii) cooperate with the indemnifying Party in the preceding sentence may defense, compromise or settlement of such claim; and
(iii) permit the indemnifying Party to control the defense, compromise or settlement of such claim including the right to select defense counsel, it being understood and agreed, however, that the indemnifying Party will not compromise or settle any indemnified claim without the prior written consent of the Indemnitee, such consent not to be unenforceable because it is violative of any law unreasonably withheld, conditioned or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themdelayed.
Appears in 1 contract
Sources: License and Collaboration Agreement (Travere Therapeutics, Inc.)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee The Borrower agrees to defend, indemnify, pay indemnify and hold harmless Lessorthe Agent, Agent and each Lender, the Lenders and the officers, other Secured Parties and their respective directors, partnersofficers, employees, agents agents, advisors, consultants, attorneys-in-fact, experts, other professional persons and affiliates of Lessorrepresentatives and Affiliates (each, Agent and each Lenderan "Indemnified Party"), (collectively called the "Indemnitees") on demand, from and against any and all penalties, fines, expenses, losses, settlements, costs, claims, causes of action, debts, dues, sums of money, accounts, accountings, reckonings, acts, omissions, demands, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsproceedings or disbursements incurred by such Indemnified Party, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigativewhatsoever, administrative known or judicial proceedingunknown, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract contingent or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or claims made by any Person in any way relating to the transactions contemplated hereby or thereby (including hereby, including, without limitation Lenderslimitation, attorneys' agreement and consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to make the Loans to Lessor or the use or intended use of the proceeds of extent that any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities foregoing arise solely out of or result from the gross negligence or willful misconduct of that Indemnitee such Indemnified Party, as determined by a final order or judgment of a court of competent jurisdiction. To .
(b) Without limiting the foregoing, the Borrower agrees to defend, indemnify and hold harmless each Indemnified Party, on demand, from and against any and all penalties, fines, expenses, losses, settlements, costs, claims, causes of action, demands, liabilities, obligations, damages, actions, judgments, suits or disbursements incurred by such Indemnified Party, of any kind or nature whatsoever, known or unknown, contingent or otherwise, arising out of, or in any way relating to the violation of, noncompliance with or liability under any Environmental Law applicable to the operations of the Borrower or any Subsidiary or the Property, or any orders, requirements or demands of Governmental Authorities or any other Person related thereto, including, without limitation, attorneys' and consultants' fees, investigation and laboratory fees, response costs, court costs and litigation expenses, except to the extent that any of the undertaking to defendforegoing arise solely out of or result from the gross negligence or willful misconduct of such Indemnified Party, indemnify, pay and hold harmless as determined by a final order or judgment of a court of competent jurisdiction.
(c) The indemnities set forth in this Section shall continue in full force and effect regardless of the preceding sentence may be unenforceable because it is violative termination of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay this Agreement and satisfy under applicable law to the payment and satisfaction performance of all Indemnified Liabilities incurred by the Indemnitees or any of themSecured Obligations.
Appears in 1 contract
Indemnities. (ai. Buyer and Seller hereby agree that they have each relied upon the representations and warranties given by the respective parties in Paragraph 14(a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"14(b), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there . Buyer shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay indemnify and hold Seller harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligationslosses, costs, damages, expenses, including reasonable attorneys' fees and costs of litigation, arising or resulting from the untruth of any of Buyer's representations and warranties set forth in Paragraph 14(b). Seller shall indemnify and hold Buyer harmless from and against any and all liabilities, losses, costs, damages and expenses, including reasonable attorneys' fees and costs of litigation, which Buyer shall suffer or incur because of the untruth of any of Seller's representations and warranties set forth in Paragraph 14(a).
ii. Seller shall immediately remove and remediate any Hazardous Materials present in, on, under or around the Property (including, without limitation, the soil, groundwater, surface water, sediment or other media) as of the Closing Date, along with any migration, alteration or worsening of any such Environmental Condition prior to or after the Closing Date, in accordance with all applicable Environmental Laws and to the satisfaction of Buyer.
iii. Seller, its successors and assigns, shall indemnify, release and hold Buyer, its successors, assigns, tenants, subtenants, agents, partners, lenders and employees, harmless from and against all Liabilities (defined below) arising directly or indirectly out of or related to (i) the presence, disturbance, discharge, release, removal, remediation or cleanup of Hazardous Materials in, on, under or around the Property (including, without limitation, the soil, groundwater, surface water, sediment or other media) as of the Closing Date and any migration, alteration or worsening of any such Environmental Condition prior to or after the Closing Date, and (ii) any failure of the Property to comply with Environmental Laws as of the Closing Date. The term "Liabilities" as used in this paragraph shall mean any and all liabilities, liens, expenses, obligations, demands, damages (including, but not limited to, personal injury and property damages, punitive damages, multiple damages and consequential and incidental damages), costs, cleanup costs, response costs, remediation costs, losses, causes of action, claims for relief, attorneys and other legal fees, consultants' and other professional fees, penalties, actionsfines, judgments, suits, claims, costs, expenses assessments and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themcharges.
Appears in 1 contract
Sources: Contract to Purchase and Sell Property (Mar Mar Realty Trust)
Indemnities. 11.1 No claim shall be made by the Company or any other company in the Group, against any Indemnified Person to recover any loss, damage, cost, charge or expense which the Company, the Directors, any subscriber for Convertible Loan Notes or any subsequent purchaser or transferee of Convertible Loan Notes may suffer or incur by reason of or arising directly or indirectly out of the carrying out by Dowgate, or on its behalf, of its obligations under and in accordance with this agreement, or the provision by or on behalf of Dowgate of any services to the Company (whether under this agreement or otherwise) in connection with the Convertible Loan Note Financing except to the extent that such loss, damage, cost, charge or expense arises as a result of conduct which is finally judicially determined to amount to the fraud, negligence or wilful default of Dowgate or any other Indemnified Person or is due to a material breach by any Indemnified Person of FSMA, the rules of the FCA, the AQSE Rules or a material breach by Dowgate of this agreement.
11.2 Without prejudice to the rights of Dowgate as agent of the Company under the general law, the Company undertakes to Dowgate and each other Indemnified Person to indemnify and keep indemnified each Indemnified Person on demand against all or any claims (whether or not successful, compromised or settled), actions, liabilities, demands, proceedings or judgments brought or established against any Indemnified Person in any jurisdiction by any subscriber for Convertible Loan Notes or by any subsequent purchaser or transferee of Convertible Loan Notes or by any governmental agency or regulatory body or any other person whatsoever and against all liabilities, losses, damages, costs, charges, expenses (including legal fees reasonably incurred) and taxes (including, VAT (which for this purpose shall be deemed to include any value added tax or comparable turnover tax arising whether in the United Kingdom or elsewhere), stamp duty and stamp duty reserve tax but excluding corporation tax on normal trading profits) which any Indemnified Person may suffer or incur (including, but not limited to, all such liabilities, losses, damages, costs, charges, expenses and taxes suffered or incurred in investigating, preparing for, responding to, defending, disputing or settling any such claim, action, liability, demand, proceedings and judgments and/or in establishing its right to be indemnified pursuant to this Clause 11.2) and which in any such case arises, directly or indirectly, out of or is attributable to or is in connection with:
(a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges the neglect or withholdings, together with any penalties, fines default or interest thereon (alleged neglect or default of the Company or any of the foregoing Directors or their agents, employees or professional advisers; and/or
(b) the allotment and issue of the Placing Loan Notes or the Option Loan Notes and the rescission of any contract to subscribe for any Placing Loan Notes or the Option Loan Notes; and/or
(c) the amount at which the Issue Price is fixed or determined; and/or
(d) ▇▇▇▇▇▇▇ acting as agent or adviser to the Company in connection with the Convertible Loan Note Financing or otherwise performing its obligations in accordance with the terms of this agreement; and/or
(e) the Placing Documents (or any other publication, statement or communication made by the Company) not containing, or being alleged not to contain, all information required to be stated in it or any statement in it being or being alleged to be untrue, inaccurate, incomplete, misleading (whether by omission or otherwise) or not based on reasonable grounds; and/or
(f) any breach or alleged breach by the Company of any of its obligations hereunder or under the Engagement Letter or any breach or alleged breach by the Company of the Warranties or undertakings in this agreement; and/or
(g) the distribution, issue or approval of the Placing Documents or other documents or materials in connection therewith (including the issue or approval by Dowgate for the purposes purpose of Section 21 of the FSMA of any financial promotion) in connection with the Convertible Loan Note Financing; and/or
(h) any failure or alleged failure by the Company or any of the Directors or their agents, employees or professional advisers to comply with the FSMA, UK MAR or any other requirements of statute or statutory regulation in any jurisdiction in relation to the Convertible Loan Note Financing or any wrongful or tortious act or omission or any breach of any duty of care on any of their parts, unless and to the extent that any of them arises as a result of conduct which is finally judicially determined to amount to the fraud, negligence or wilful default of Dowgate or any other Indemnified Person or to be due to a material breach by an Indemnified Person of FSMA, the rules of the FCA, the AQSE Rules or a material breach by Dowgate of this Section 12 agreement.
11.3 If Dowgate becomes aware of any claim made or threatened within the scope of the indemnity set out in Clause 11.2, Dowgate shall promptly notify the Company thereof and shall thereafter (subject to the relevant Indemnified Person(s) being called indemnified and secured to their reasonable satisfaction by the Company against all liabilities, costs, charges, damages and expenses the Indemnified Person may suffer or incur as a "Tax"result of so doing), subject to the requirements (if any) of each of the relevant Indemnified Person's insurers, consult with the Company regarding the relevant Indemnified Person's conduct of such claim and shall provide the Company with such information and copies of such documents relating to the claim as the Company may reasonably require provided that the relevant Indemnified Person shall not be under any obligation to take into account any requirements of the Company in connection with such conduct nor to provide the Company with a copy of any document which is or, in the reasonable opinion of the Indemnified Person's advisers, is likely to be privileged in the context of the claim.
11.4 If the Company becomes aware of any claim made or threatened within the scope of the indemnity set out in this Clause 11 or any matter which may give rise to a claim the Company shall notify Dowgate and shall provide the relevant Indemnified Person(s) with such information and copies of such documents relating to the claim as such Indemnified Person(s) may reasonably require provided that the Company shall not be required to do so to the extent that:-
(a) the Company in good faith considers a relevant document to be subject to a bona fide duty of confidentiality owed by it to a third party or to be privileged in the context of any litigation by the Company against the Indemnified Person (or vice versa) connected with the claim; or
(b) it would prejudice any insurance cover to which the Company may from time to time be imposed on entitled.
11.5 The Company agrees that it will not without the prior written consent of ▇▇▇▇▇▇▇ settle or asserted against Lessor and its assignees, if any, compromise or consent to the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment entry of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder judgment with respect to any pending or threatened claim in respect of which indemnification may be sought by any Indemnified Liabilities Person under ▇▇▇▇▇▇ 11.2 (whether or not the Indemnified Person is an actual or potential party to such claim) unless such settlement, compromise or consent includes an unconditional release of the extent Indemnified Person from all liability arising out of such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to claim.
11.6 Dowgate may defend, indemnifycompromise, pay and hold harmless settle or deal with any claim made or threatened within the scope of the indemnity set forth out in Clause 11.2 as it sees fit (having considered the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themCompany's reasonable requests).
Appears in 1 contract
Sources: Placing Agreement
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there 14.1 The Account Bank shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay defend and hold harmless Lessorthe Security Trustee, Agent and each LenderIIFCL, the Debenture Trustee and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") Issuer from and against any and all liabilitieslosses which may be incurred or suffered by the Security Trustee, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses IIFCL and disbursements the Debenture Trustee (acting in its capacity as the Debenture Trustee on behalf of any kind the Debenture Holders) or nature whatsoever (including without limitation the reasonable fees Issuer and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated which may arise as a party result of:
14.1.1 any gross negligence or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byomission, or asserted against any such Indemnitee, in intentional or willful misconduct or any manner relating to or arising out of this Lease or breach by the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds Account Bank of any of the Loans) (collectively called terms of this Agreement; and
14.1.2 any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs, expenses, including without limitation, legal fees and expenses, incurred in enforcing this indemnity.
14.2 The Issuer hereby agrees to indemnify and hold harmless the "Indemnified Liabilities"); provided that Lessee shall not have Account Bank against any obligation losses, liabilities, claims, damages, costs or expenses incurred by the Account Bank against any third party and/or consequent to any Indemnitee hereunder arbitration proceedings in connection with respect the discharge of its obligations under this Agreement, however the Issuer shall have no such duty to indemnify the Account Bank for any Indemnified Liabilities to such costs incurred by the extent such Indemnified Liabilities arise solely from the Account Bank as a result of any gross negligence or willful misconduct omission, or of that Indemnitee as determined by a final judgment any intentional or wilful misconduct, on the part of a court of competent jurisdiction. To the extent that Account Bank.
14.3 The Issuer hereby agrees to indemnify the undertaking to defendSecurity Trustee, indemnify, pay IIFCL and the Debenture Trustee and hold the Security Trustee, IIFCL and the Debenture Trustee harmless set forth in the preceding sentence may be unenforceable because it is violative of against any law losses, liabilities, claims, damages, costs or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities expenses incurred by the Indemnitees Security Trustee, IIFCL and the Debenture Trustee against any third party and/or consequent to any arbitration proceedings in connection with the discharge of its obligations under this Agreement, however the Issuer shall have no such duty to indemnify the Security Trustee, IIFCL and the Debenture Trustee for any such costs incurred by the Security Trustee, IIFCL and the Debenture Trustee as a result of any gross negligence or omission, or of any intentional or wilful misconduct, on the part of themthe Security Trustee, IIFCL and the Debenture Trustee, as the case may be.
Appears in 1 contract
Indemnities. (a) Lessee Buyer will payindemnify and hold Seller harmless from any liability, and hereby indemnifiesloss, on an after-tax basiscost or expense (“Claim”), Lessor and including reasonable attorneys’ fees, which shall result from (i) a material breach of any representation or warranty of Buyer contained in this Agreement or in any other agreement, instrument, certificate or other document delivered by Buyer pursuant hereto; or (ii) a material breach by Buyer of any of its assignees, if any, from and againstcovenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Buyer in connection with the transactions contemplated by this Agreement. Upon payment of such indemnity, Buyer shall be subrogated to the indemnitee’s rights against any third parties respecting the Claims. Anything contained in this Agreement to the contrary notwithstanding, Buyer shall not be required to indemnify Seller if and all fees to the extent Seller is indemnified and taxesfully compensated for its Claim by a third party.
(b) Seller will, leviesindemnify and hold Buyer harmless from any Claim, impostsincluding reasonable attorneys’ fees, duties, charges which shall result from (i) a material breach of any representation or withholdings, together with warranty of Seller contained in this Agreement or in any penalties, fines certificate or interest thereon other document delivered by Seller pursuant hereto; or (ii) a material breach by Seller of any of its covenants or agreements contained in this Agreement, any other agreement, instrument, certificate or other document delivered by Seller in connection with the foregoing for transactions contemplated by this Agreement. Upon payment of such indemnity, Seller shall be subrogated to Buyer’s rights against any third parties respecting the purposes Claims.
(c) A party seeking indemnification pursuant to Sections 22(a) or (b) above (an “Indemnified Party”) shall give prompt notice to the party from whom such indemnification is sought (the “Indemnifying Party”) of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if anythe assertion of any Claim, or the Airframe commencement of any action, suit or any Engine or Spare Engine or any part thereof or interest therein by any Federalproceeding, state or local government or other taxing authority in respect of which indemnification may be sought hereunder and will give the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received Indemnifying Party such information with respect theretothereto as the Indemnifying Party may reasonably request; but no failure to give such notice shall relieve the Indemnifying Party of any liability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice thereby). The Indemnifying Party may, at its expense, participate in or (iv) this Lease assume the defense of any such action, suit or the Aircraft Chattel Mortgageproceeding involving a third party; provided, however, thatthat such defense is conducted with counsel mutually satisfactory to the Indemnified Party and the Indemnifying Party. The Indemnified Party and the Indemnifying Party shall consult with each other regarding the conduct of such defense. The Indemnified Party shall have the right (but not the duty) to participate in the defense thereof, and to employ counsel, at its own expense (except that the Indemnifying Party shall pay the fees and expenses of such counsel to the extent the Indemnified Party reasonably concludes that there is a conflict of interest between the Indemnified Party and the Indemnifying Party), separate from counsel employed by the Indemnifying Party in any such action. The Indemnifying Party shall be excluded liable for the fees and expenses of counsel employed by the Indemnified Party if the Indemnifying Party has not assumed the defense thereof. Whether or not the Indemnifying Party chooses to defend or prosecute any Claim involving a third party, all the parties hereto shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, and attend at such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not be liable under Sections 22(a) or 22(b) for any settlement effected without its written consent (as contemplated above) for any Claim, litigation or proceeding in respect of which indemnity may be sought hereunder. No Claim for indemnification, except Claims based on (i) a breach of the representations contained in Section 5.06 hereof, may be first initiated or asserted by any Indemnified Party against any Indemnifying Party after the second anniversary of the Closing Date. In the event of any claim for indemnity hereunder by Buyer that occurs prior to the date on which the Hold Back Amount is due, Buyer may withhold from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition the Holdback Amount an amount equal to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in Buyer's good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defendestimate of damages. At such time as the claim for indemnity is resolved, indemnify, pay and hold harmless Lessor, Agent and each Lender, and if Buyer's actual damages are less than the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely amount withheld from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking Holdback Amount, Buyer shall promptly pay such excess to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of themSeller.
Appears in 1 contract
Sources: Container Purchase Agreement (CAI International, Inc.)
Indemnities. 11.1 The Subscriber hereby indemnifies Supplier (aand shall keep Supplier indemnified) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses expenses, damages and disbursements of any kind or nature whatsoever losses (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential losses, loss of profit, loss of reputation and whether based all interest, penalties and legal costs (calculated on any federal, state a full indemnity basis) and all other reasonable professional costs and expenses) suffered or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred byby Supplier arising out of, or asserted against any such Indemniteein connection with, (in any manner relating whatsoever):
(a) any and all threatened and/or actual claims against Supplier by End Users and/or Authorised Companies (except where such claims by an Authorised Company are pursuant to or arising out a contract directly entered into between Supplier and such Authorised Company);
(b) a failure by the Subscriber, the Authorised Companies and/or the End Users to use the Digi-Board Services in accordance with clause 2.4 and/or to comply with any other term of this Lease Agreement;
(c) any breaches of the warranty contained in clause 10;
(d) any claim or the other Transaction Documents action threatened or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended brought against Supplier alleging that Supplier’s use of the proceeds Subscriber Materials (or any part thereof) in accordance with the terms of this Agreement infringes the Intellectual Property Rights of a third party;
(e) any breach (or any breach alleged by a third party) of any Data Protection Legislation by the Subscriber; and/or
(f) any breach of the LoansSharing Agreement by the Subscriber.
11.2 Supplier hereby indemnifies the Subscriber and the Authorised Companies (and shall keep the Subscriber and the Authorised Companies indemnified) against all liabilities, costs, expenses, damages and losses (collectively called including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by the "Indemnified Liabilities"); provided that Lessee shall not have Subscriber and the Authorised Companies arising out of, or in connection with, (in any obligation to way whatsoever):
(a) any Indemnitee hereunder with respect to any Indemnified Liabilities Infringement Claims (except to the extent that such Indemnified Liabilities Infringement Claims arise solely from a breach of this Agreement by the gross negligence Subscriber); and/or
(b) any breach (or willful misconduct of that Indemnitee as determined any breach alleged by a final judgment third party) of a court any Data Protection Legislation by Supplier.
11.3 If any Infringement Claim is made (or in Supplier's reasonable opinion is likely to be made) – without prejudice to clause 11.2 – Supplier may at its sole option and expense:
(a) procure for the Subscriber and/or the Authorised Companies the right to continue using the Site and the Digi-Board Services in accordance with the terms of competent jurisdiction. To this Agreement;
(b) modify the Site and/or the Digi-Board Services so that they cease to be infringing;
(c) replace the Digi-Board Software with non-infringing software; or
(d) terminate this Agreement immediately by notice in writing to the Subscriber and refund all of the Subscription Fees paid by the Subscriber in relation to the period of infringement.
11.4 The indemnities in clause 11.1 and 11.2 shall not cover the indemnified party to the extent that a claim under them results from the undertaking indemnified party’s negligence or wilful misconduct (including any breach of the Data Protection Legislation by the indemnified party).
11.5 Liability under the indemnities in clause 11.1 and 11.2 is conditional on the indemnified party discharging the following obligations. If any third party makes a claim, or notifies an intention to defendmake a claim, indemnify, pay and hold harmless set forth against a party (i.e. the indemnified party) or – in the preceding sentence case of the Subscriber, against an Authorised Company (in which case, the Subscriber shall be deemed the indemnified party) – which may reasonably be considered likely to give rise to a liability under any such indemnity (a “Claim”), the indemnified party shall:
(a) as soon as reasonably practicable, give written notice of the Claim to the indemnifying party, specifying the nature of the Claim in reasonable detail;
(b) not make any admission of liability, agreement or compromise in relation to the Claim without the prior, written consent of the indemnifying party;
(c) give the indemnifying party and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the indemnifying party, so as to enable the indemnifying party and its professional advisers to examine them and to take copies (at the indemnifying party’s expense) for the purpose of assessing the Claim; and
(d) subject to the indemnifying party providing security to Supplier to Supplier’s reasonable satisfaction against any claim, liability, costs, expenses, damages or losses which may be unenforceable because incurred, take such action as the indemnifying party may reasonably request to avoid, dispute, compromise or defend the Claim.
11.6 If a payment due from an indemnifying party under this clause 11 is subject to tax (whether by way of direct assessment or withholding at its source), the indemnified party shall be entitled to receive from the indemnifying party such amounts as shall ensure that the net receipt, after tax, to the indemnified party in respect of the payment is the same as it is violative of any law would have been were the payment not subject to tax.
11.7 Nothing in this clause 11 shall restrict or public policy, Lessee shall contribute limit the maximum portion that it is permitted to pay and satisfy under applicable indemnified party’s general obligation at law to mitigate any loss it may suffer or incur as a result of an event that may give rise to a claim under this clause 11. For the payment and satisfaction avoidance of all Indemnified Liabilities incurred doubt, the Subscriber shall not be entitled to recover (on behalf of an Authorised Company) any losses suffered by such Authorised Company to the Indemnitees extent that such Authorised Company failed to mitigate the losses it suffered or any incurred.
11.8 For the avoidance of themdoubt, liability under the indemnities in this clause 11 is limited under clause 6.2.
Appears in 1 contract
Sources: Terms of Service
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing 24.1 Notwithstanding anything else contained in this Section Agreement, WRT shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to release, defend, protect, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") SPPR from and against any and all liabilitiesdemands, obligationsclaims (including third-party claims), losses, damagescosts, suits, or causes of action (including, but not limited to, any judgments, losses, liabilities, fines, penalties, actionsexpenses, judgmentsinterest, suitsreasonable legal fees, claimscosts of suit, costsand damages, expenses whether in law or equity and disbursements whether in contract, tort, or otherwise) (collectively “Losses”) for or relating to (a) personal or bodily injury to, or death of the employees of SPPR and, as applicable, its Carriers, customers, representatives, and agents, (b) loss of or damage to any property, Products, material, and/or equipment belonging to SPPR and, as applicable, its Carriers, customers, representatives, and agents, and each of their respective Affiliates, contractors, and subcontractors (except for Product loss which is provided for in Article 8), and (c) loss of or damage to any other property, products, material, and/or equipment of any kind other description (except for Product loss which is provided for in Article 8), and/or personal or nature whatsoever bodily injury to, or death of any other person or persons; and with respect to clauses (including without limitation a) through (c) above, to the reasonable fees extent caused by or resulting in whole or in part from the acts and disbursements omissions of counsel for such Indemnitees WRT (or as applicable, its carriers, customers (other than SPPR), TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). representatives and agents, or their respective employees) in connection with the ownership or operation of the Terminal Facilities and the services provided hereunder, and; PROVIDED THAT WRT SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS SPPR FROM AND AGAINST ANY LOSSES TO THE EXTENT THEY RESULT FROM THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SPPR.
24.2 Notwithstanding anything else contained in this Agreement, SPPR shall release, defend, protect, indemnify, and hold harmless WRT and its Affiliates, and each of their respective officers, directors, shareholders, agents, employees, successors-in-interest, and assignees from and against any investigative, administrative and all Losses for or judicial proceeding, commenced relating to (a) personal or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred bybodily injury to, or asserted against death of the employees of WRT and, as applicable, its carriers, customers, representatives, and agents; (b) loss of or damage to any such Indemniteeproperty, products, material, and/or equipment belonging to WRT and, as applicable, its carriers, customers, representatives, and agents, and each of their respective Affiliates, contractors, and subcontractors (except for Product loss which is provided for in Article 8); (c) loss of or damage to any manner relating other property, products, material, and/or equipment of any other description (except for Product loss which is provided for in Article 8), and/or personal or bodily injury to, or death of any other person or persons; and with respect to clauses (a) through (c) above, to the extent caused by or arising out resulting in whole or in part from the acts and omissions of this Lease SPPR (or the other Transaction Documents as applicable, its Carriers, customers, representatives, and agents, or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended their respective employees) in connection with SPPR’s and its customers’ use of the proceeds of any of Terminal Facilities and the Loansservices provided hereunder and SPPR’s volumes stored hereunder,; PROVIDED THAT SPPR SHALL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS WRT FROM AND AGAINST ANY LOSSES TO THE EXTENT THEY RESULT FROM (A) THE BREACH OF CONTRACT, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF WRT (collectively called the "Indemnified Liabilities"B) A BREACH BY WRT OF ITS OBLIGATIONS UNDER SECTION 30.3 (THE SOLE REMEDY FOR SUCH BREACH BEING SET FORTH IN SECTION 30.4); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.
Appears in 1 contract
Sources: Terminaling, Transportation and Storage Services Agreement (Western Refining Logistics, LP)
Indemnities. (a) Lessee will pay, and hereby indemnifies, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto upon notice by Lessor indemnify in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay full and hold harmless harmless, Lessor, Agent and each Lender, and the its officers, directors, partners, employees, agents agents, advisors, consultants and affiliates of legal counsel and Lessor, Agent ’s successors and each Lenderassigns, (collectively called the "Indemnitees"each an “Indemnified Person”) from and against any and all claims (whether or not successful, compromised or settled), actions, liabilities, obligationsdemands, proceedings or judgments which may be instituted, made, threatened, alleged, asserted or established (each a “Claim”) in any jurisdiction against or otherwise involving an Indemnified Person and from all losses, costs, damages, penalties, actions, judgments, suits, claims, costs, charges or out-of-pocket expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable and documented fees and disbursements expenses of counsel outside counsel; provided that all documentation shall be subject to redaction for such Indemnitees privilege, confidentiality and similar purposes) (each an “Expense”) which an Indemnified Person suffers or incurs from time to time (including all Expenses reasonably incurred in disputing any Claim and/or in establishing a right to be indemnified pursuant to this clause 12 and/or in seeking advice regarding any Claim or in any way related to or in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party theretothis indemnity), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or such case arising out of this Lease Lessee’s performance herewith or under any Operative Document, including, without limitation, the purchase, ownership, delivery, lease, possession, maintenance, condition, operation or other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use return of the proceeds Equipment, the operation of Lessee’s business, or any of the Loans) (collectively called the "Indemnified Liabilities")Tax Obligations; provided that Lessee shall not have any obligation be required to any Indemnitee hereunder with respect to indemnify any Indemnified Liabilities Person pursuant to this clause 14 if, but only to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as that, it is determined by a final judgment order of a court of competent jurisdictionjurisdiction that such Claims and Expenses were the result of such Indemnified Person’s breach of this Agreement, gross negligence or willful misconduct. To For the sake of clarity and except as otherwise expressly stated herein, it is the intention of Lessee under this clause 12 to indemnify the Indemnified Persons from all Claims brought by Lessee, any successor in interest of Lessee or any Person, whether acting on its own behalf or acting on behalf of Lessee, or asserting a Claim through Lessee against an Indemnified Person and all Expenses related thereto. Unless otherwise agreed, Lessee will be the party directly responsible for calculating, filing and/or otherwise reporting, and paying any and all Tax Obligations indemnified under this clause 12 (but only to the extent such indemnified Tax Obligations are or should with reasonable care be known to Lessee or with respect to which Lessor has notified Lessee in writing) in a timely manner that is compliant with all applicable tax laws and rules including but not limited to any and all tax or tax related returns, reports, self assessments, renditions or other documents required or associated with any taxes that may be due pursuant to this Agreement and any Lease, any transactions and/or any payments associated with or contemplated hereby. For the undertaking avoidance of doubt, nothing in this paragraph shall affect Lessee’s obligation to defend, indemnify, pay and hold harmless indemnify Lessor pursuant to the first paragraph of this clause 12. Lessee shall provide any exemption certificate or other documentation necessary to demonstrate that no tax is due or that said tax has been paid to the Lessor’s notice address set forth in clause 19 within fifteen (15) days of receiving a request from Lessor for same. Lessor is a “United States person” (as defined in Section 7701(2)(30) of the preceding sentence may be unenforceable because Internal Revenue Code) and it shall deliver to Lessee two original copies of Internal Revenue Service Form W-9 properly completed and duly executed by such Lessor, certifying that such Lessor is violative not subject to U.S. back-up withholding pursuant to Section 3406 of any law or public policy, Lessee shall contribute the maximum portion that it Internal Revenue Code and providing such other information as is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred required by the Indemnitees or any of themsuch Form W-9.
Appears in 1 contract
Sources: Lease Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Indemnities. (a) Lessee will payWithout limiting any other rights that the Purchaser may have hereunder or under applicable law, and the Seller hereby indemnifies, on an after-tax basis, Lessor agrees to indemnify the Purchaser and its assigneesassigns, if any, from and against, any and all fees and taxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe or any Engine or Spare Engine or any part thereof of interest therein; (ii) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect thereto; or (iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the payment of any such Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves with respect thereto in accordance with generally accepted accounting principles.
(b) Lessee agrees to defend, indemnify, pay and hold harmless Lessor, Agent and each Lender, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called the "Indemnitees") employees from and against any and all liabilities, obligationsdamages, losses, damagesclaims, penaltiestaxes, actions, judgments, suits, claimsliabilities, costs, expenses and disbursements for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of any kind or nature whatsoever (including without limitation the reasonable fees Purchaser) and disbursements of counsel for such Indemnitees in connection with any investigative, administrative awarded against or judicial proceeding, commenced or threatened incurred by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or of them arising out of this Lease or as a result of a breach of the Seller’s representations, warranties or covenants contained in the Transaction Documents to which the Seller is a party.
(b) Without limiting any other rights that the Purchaser or the Seller may have hereunder or under applicable law, AGCO hereby agrees to indemnify the Seller, the Purchaser and their respective assigns, officers, directors, agents and employees from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (which attorneys may be employees of the Purchaser or the Seller) and disbursements awarded against or incurred by any of them arising out of or as a result of a breach of the AGCO’s representations, warranties or covenants contained in Transaction Documents to which AGCO is a party.
(c) Without limiting any other rights that the Seller may have hereunder or under applicable law, the transactions contemplated Purchaser hereby or thereby agrees to indemnify the Seller and its respective assigns, officers, directors, agents and employees from and against any and all damages, losses, claims, taxes, liabilities, costs, expenses and for all other amounts payable, including reasonable attorneys’ fees (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use which attorneys may be employees of the proceeds of Seller) and disbursements awarded against or incurred by any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence them arising out of or willful misconduct of that Indemnitee as determined by a final judgment result of a court breach of competent jurisdiction. To the extent that Purchaser’s representations, warranties or covenants contained in Transaction Documents to which the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it Purchaser is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of thema party.
Appears in 1 contract
Indemnities. (a) Lessee will pay14.01 The Borrower shall indemnify the Lender, and hereby indemnifieswithout prejudice to any of its other rights under this Agreement against any losses, on an after-tax basis, Lessor and its assignees, if any, from and against, any and all fees and taxes, levies, imposts, dutiescosts, charges or withholdingsexpenses which the Lender sustains or incurs as a consequence of (i) any default in payment of any amount payable under this Agreement when due, together with (ii) the occurrence of any penaltiesEvent of Default, fines or interest thereon (iii) any prepayment of the foregoing for the purposes of this Section 12 being called a "Tax"), which may from time to time be imposed on or asserted against Lessor and its assignees, if any, or the Airframe or any Engine or Spare Engine Loan or any part thereof being made otherwise than in accordance with the terms hereof including but without limitation to any loss, cost, charge or interest therein by any Federal, state expense sustained or local government incurred in liquidation or other taxing authority in otherwise employing deposits from third parties acquired or arranged to fund or maintain the United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or resulting from: (i) the Airframe Loan or any Engine or Spare Engine or any part thereof of interest therein; (iipart(s) the manufacture, purchase, ownership, mortgaging, lease, sublease, use, storage, maintenance, sale or other disposition of the Airframe or any Engine or Spare Engine; (iii) any rentals or other earnings therefor or arising therefrom or the income or other proceeds received with respect theretothereof; or (iv) this Lease or any breach by the Aircraft Chattel Mortgage; providedBorrower of the representations and warranties made hereunder.
14.02 In respect of Clause 14.01 (i)–(iii), howeverthe certificate of the Lender setting out the computation of, thatand basis for, there any such losses, costs, charges and expenses shall, in the absence of manifest error, be conclusive and binding on the Borrower.
14.03 United States Dollars shall be excluded from any indemnification the currency of account and of payment in respect of sums payable under this Section 12(a) any Lessor Tax unless Agreement. If an amount is received in another currency, pursuant to a judgment or order or in the payment liquidation of any such Tax the Borrower or otherwise, the Borrower’s obligations under this Agreement shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, nothing in this Section shall require the payment of any Tax so long as and discharged only to the extent that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its books adequate reserves Lender may purchase United States Dollars with respect thereto such other currency in accordance with generally accepted accounting principlesnormal banking procedures upon receipt of such amount. If the amount in United States Dollars which may be purchased, after deducting any costs of exchange and any other related costs, is less than the relevant sum payable under this Agreement, the Borrower shall indemnify the Lender against the shortfall. This indemnity shall be an obligation of the Borrower independent of and in addition to its other obligations under this Agreement and shall take effect notwithstanding any time or other concession granted to the Borrower or any judgment or order being obtained or the filing of any claim in the liquidation, dissolution or bankruptcy (or analogous process) of the Borrower.
14.04 If an Event of Default has occurred the Lender shall have the right, without notice to the Borrower or any other person, to set off and apply any credit balance on any account (bwhether subject to notice or not and whether matured or not and in whatever currency) Lessee agrees of the Borrower with the Lender and any other indebtedness owing by the Lender to defendthe Borrower, indemnify, pay and hold harmless Lessor, Agent and each Lenderagainst the liabilities of the Borrower under this Agreement, and the officers, directors, partners, employees, agents and affiliates of Lessor, Agent and each Lender, (collectively called Lender is authorised to purchase with the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements monies standing to the credit of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, commenced or threatened by any Person, whether or not any account such Indemnitee shall be designated other currencies as a party or a potential party thereto), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any such Indemnitee, in any manner relating to or arising out of necessary for this Lease or the other Transaction Documents or the transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loans to Lessor or the use or intended use of the proceeds of any of the Loans) (collectively called the "Indemnified Liabilities"); provided that Lessee purpose. This Clause shall not have affect any obligation general or banker’s lien, right of set-off or other right to any Indemnitee hereunder with respect to any Indemnified Liabilities to which the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence Lender may be unenforceable because it is violative of any law or public policy, Lessee shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them.entitled. INNOVATIVE • GLOBAL • INVESTMENTS Room 2002 / 20th Floor / Fairmont House / ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇▇▇ / ▇▇▇▇ ▇▇▇▇
Appears in 1 contract
Sources: Loan Agreement (Shortall Alan)