Indemnitv. Each party will indemnify and save the other party and its directors, officers, employees, agents, representatives, subcontractors and Affiliates harmless from all losses, damages, costs, actions, and suits arising out of or in connection with any breach by that party of any representation, warranty, covenant or agreement contained in this Agreement. This indemnity shall survive the termination of this Agreement.
Indemnitv. Enterprises shall indemnify and forever save harmless BC Hydro and the Province (including, as applicable, their respective ministers, officials, predecessors, successors, subsidiaries, shareholders, directors, officers, servants, agents, employees, contractors, subcontractors, legal representatives and assigns) from and against any and all obligation, liability, duty, loss, damage, cost or expense resulting, directly or indirectly, from any action, cause of action, injunction, suit, claim, specific claim, demand, trial, hearing, or other process or proceeding made or commenced against BC Hydro or the Province (including, as applicable, their respective ministers, officials, predecessors, successors, subsidiaries, shareholders, directors, officers, servants, agents, employees, contractors, subcontractors, legal representatives and assigns) by a future owner, holder of a property interest in, or occupier of DL 71 19 by reason of any act, deed or thing done or omitted to be done by the Province or BC Hydro (including, as applicable, their respective ministers, officials, predecessors, successors, subsidiaries, shareholders, directors, officers, servants, agents, employees, contractors, subcontractors, legal representatives and assigns) arising from or in any way connected with the construction, creation and operation, of the Xxxxxxx Dam and of the Reservoir and any activities related thereto as of the date of the Flowage Easement.
Indemnitv. The Company shall indemnifY and hold harmless the Investor, trustees, managers, officers, directors and employees (individually, an "Indemnified Party" and, collectively, the "Indemnified Parties") promptly upon demand at any time and from time to time, from and against any and all losses, claims, damages, liabilities, costs (including reasonable attorneys' fees and disbursements) and expenses (collectively, "Losses") to which any Indemnified Party may become subject, insofar as such Losses directly arise out of, in any way relate to, or result from (i) any mis-statement or any breach of any representation or warranty made by the Company or the Promoters; or (ii) the failure by the Company and/or the Promoters to fulfill any agreement, covenant or condition contained in this Agreement; or (iii) any claim or proceeding by any third party against the Company and/or the Promoters arising out of any act, deed or omission by the Company and/or the Promoter. (c) (d) (e) (I) (g)
Indemnitv. In addition to the compensation required by Section 5.7, the Borrower shall indemnify each Bank against all liabilities, losses or expenses (including loss of margin, any loss or expense incurred in liquidating or employing deposits from third parties and any loss or expense incurred in connection with funds acquired by a Bank to fund or maintain Loans subject to a Euro-Rate)which such Bank sustains or incurs as a consequence of any
5.7.2.1 payment, prepayment, conversion or renewal of any Loan to which a Euro-Rate applies on a day other than the last day of the corresponding Interest Period (whether or not such payment or prepayment is mandatory, voluntary or automatic and whether or not such payment or prepayment is then due),
5.7.2.2 attempt by the Borrower to revoke (expressly, by later inconsistent notices or otherwise)in whole or part any Loan Requests under Section 2.3, or notice relating to prepayments under Section 5.5, or
5.7.2.3 default by the Borrower in the performance or observance of any covenant or condition contained in this Agreement or any other Loan Document, including any failure of the Borrower to pay when due (by acceleration or otherwise)any principal of or interest on the Loans or any other amount due hereunder. If any Bank sustains or incurs any such loss or expense, it shall from time to time notify the Borrower of the amount determined in good faith by such Bank (which determination may include such assumptions, allocations of costs and expenses and averaging or attribution methods as such Bank shall deem reasonable)to be necessary to indemnify such Bank for such loss or expense. Such notice shall set forth in reasonable detail the basis for such determination. Such amount shall be due and payable by the Borrower to such Bank ten (10)Business Days after such notice is given. -29-
Indemnitv. City agrees to indemnify, defend (at SCHOOL DISTRICT's option) and hold harmless School District, its officers, agents, employees, representatives and volunteers from and against any and all claims, demands, defense costs, actions, liability, or consequential damages of any kind or nature arising out of or in connection with activities or programs sponsored by City at School District's facilities, except those which arise out of the sole negligence of School District.
Indemnitv. Each party shall indemnify the other party and its employees, agents and subcontractors from and against any and all claims, demands, losses, costs, damages, actions, suits or other proceedings made, sustained, brought or prosecllted which such other party may incur, suffer or be put to arising out of, or in any way based upon, any act or omission of such other party performing its obligations under this Agreement unless such act or 23iS363.'~ omission constitutes gross negligence or wilful misconduct on the pmt of such other party.
Indemnitv. User specifically agrees to protect, defend, indemnify and hold harmless, the CCCS, INC, all of their officers, agents, employees and otherwise from any and all liability, loss or damage they may suffer as a result of claims, demands, actions, damages or injuries of every kind and nature whatsoever by or to any and all persons, property, or costs including attorney's fees, or judgments against them which result from, arise out of, or are in any way connected with any of the obligations of User under the terms of this Page 5 of9 pages - . Agreement, including the payment of all medical and mental health care costs as described hereinabove, and also for the cost for such acts or omissions, and including the cost of establishing the right to indemnification hereunder in favor of CCCS, INC. and the persons and entities hereinabove described, except for negligence or willful acts or omissions on the part of CCCS, INC. User acknowledges and by signing this Agreement agrees that the indemnification provisions are totally and fully part of this Agreement and have been mutually negotiated by the Parties. The obligation contained in this Paragraph shall survive the termination of this Agreement.
Indemnitv. Whether or not the transactions contemplated hereby shall be consummated, the Borrower shall indemnify, defend and hold harmless each Lender, the Agents and each of their respective officers, directors, employees, counsel, agents and attorneys-in-fact (each, an "Indemnified Person") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, charges, expenses or disbursements (including reasonable Attorney Costs):
(a) of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Agreement and any other Revolving Loan Documents, or the transactions contemplated hereby and thereby, and with respect to any investigation, litigation or proceeding (including any Insolvency Proceeding or appellate proceeding) related to this Agreement or the Revolving Loans or the use of the proceeds thereof, whether or not any Indemnified Person is a party thereto; and
(b) which may be incurred by or asserted against such Indemnified Person in connection with or arising out of any pending or threatened investigation, litigation or proceeding, or any action taken by any Person, with respect to any Environmental Claim arising out of or related to any Property of the Borrower or its Subsidiaries; (all the foregoing, collectively, the "Indemnified Liabilities"); provided, that the Borrower shall have no obligation hereunder to any Indemnified Person with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of such Indemnified Person. The obligations in this Section 10.5 shall survive payment of all other Obligations. At the election of any Indemnified Person, the Borrower 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 Borrower. All amounts owing under this Section 10.5 shall be paid within thirty (30) days after demand.
Indemnitv. Cash Management Bank, in its capacity as agent hereunder, shall be responsible for the performance only of such duties as are specifically set forth herein, and no duty shall be implied from any provision hereof. Cash Management Bank shall not be under any obligation or duty to perform any act which would involve it in expense or liability or to institute or defend any suit in respect hereof, or to advance any of its own monies. Borrower shall indemnify and hold Cash Management Bank and Lender, their respective employees and officers harmless from and against any loss, cost or damage (including, without limitation, reasonable attorneys' fees and disbursements) incurred by Cash Management Bank or Lender in connection with the transactions contemplated hereby, except to the extent that such loss or damage results from Cash Management Bank's or Lender's gross negligence or willful misconduct.
Indemnitv. Each of the Company and the Depositary acknowledges and agrees that the indemnification provisions of Section 5.8 of the Deposit Agreement shall apply to the acceptance of Designated Shares for deposit, the issuance of Designated Restricted ADSs, the transfer of the Designated Restricted ADSs, the addition/removal of the transfer and other restrictions set forth herein with respect to ADSs/Restricted ADSs, and the withdrawal of Designated Shares, in each case upon the terms set forth herein, as well as to any other acts performed or omitted by the Depositary as contemplated by this Letter Agreement. This Letter Agreement shall be interpreted and all the rights and obligations hereunder shall be governed by the laws of the State of New York without regard to the principles of conflicts of law thereof. This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of such counterparts shall constitute the same agreement. The Company and the Depositary have caused this Letter Agreement to be executed and delivered on their behalf by their respective officers thereunto duly authorized as of the date set forth above. RENREN INC. By: /s/ Jxxx Xxx Name: Jxxx Xxx Title: Director and Chief Operating Officer CITIBANK, N.A. as Depositary By: ______________ Name: Title: Consent and Delivery Instruction delivered to the Depositary shall survive each deposit of Designated Shares and each issuance of Designated Restricted ADSs hereunder.
