Common use of Indemnity Against Claims Clause in Contracts

Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company hereunder, (b) any taxes, assessments, impositions, and other charges upon payments by the Company to the Issuer hereunder, and (c) any and all liabilities, damages, costs, and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, or other charges are sought to be imposed, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer from (a) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (b) any taxes, assessments, impositions, impositions and other charges upon payments by the Company to the Issuer hereunder, under the Note or hereunder and (c) any and all liabilitiesliability, damages, costs, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposed, or any such liability, damages, costs, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer and the Trustee and their respective officers, employees and agents from (a) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (b) any taxes, assessments, impositions, impositions and other charges upon payments by the Company to the Issuer hereunder, under the Note or hereunder and (c) any and all liabilitiesliability, damages, costs, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the IndentureIndenture or in connection with the Project, including the reasonable fees and expenses of counselcounsel (in each case provided in this Section with respect to the Trustee and its officers, employees and agents, only in the absence of negligence or willful misconduct). If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposed, or any such liability, damages, costs, costs and expenses are sought to be imposed, the Issuer or the Trustee, as the case may be, will give prompt written notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company will shall pay and discharge and will shall indemnify and hold harmless the Issuer and the Trustee from (a) any lien or charge upon payments by the Company to the Issuer under the Notes, the First Mortgage Bonds or hereunder, (b) any taxes, assessments, impositions, impositions and other charges upon payments by the Company to the Issuer hereunderunder the Notes, the First Mortgage Bonds or hereunder and (c) any and all liabilitiesliability, damages, costs, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement Agreement, the First Mortgage Bonds and the IndentureIndenture or in any way related to the Facilities, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposed, or any such liability, damages, costs, costs and expenses are sought to be imposed, the Issuer will and/or the Trustee shall give prompt written notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer and the Trustee and their respective officers, employees and agents from (a) any lien or charge upon payments by the Company to the Issuer under the Note or hereunder, (b) any taxes, assessments, impositions, impositions and other charges upon payments by the Company to the Issuer hereunder, under the Note or hereunder and (c) any and all liabilitiesliability, damages, costs, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counselcounsel (in each case provided in this Section with respect to the Trustee and its officers, employees and agents, only in the absence of negligence or willful misconduct). If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposed, or any such liability, damages, costs, costs and expenses are sought to be imposed, the Issuer or the Trustee, as the case may be, will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer and the Trustee from (a) any lien or charge upon payments by the Company to the Issuer under the Notes, the First Mortgage Bonds or hereunder, (b) any taxes, assessments, impositions, impositions and other charges upon payments by the Company to the Issuer hereunderunder the Notes, the First Mortgage Bonds or hereunder and (c) any and all liabilitiesliability, damages, costs, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the IndentureIndenture or in any way related to the Project, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposed, or any such liability, damages, costs, costs and expenses are sought to be imposed, the Issuer and/or the Trustee will give prompt written notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer and its officers, employees and agents from (a) any lien or charge upon payments by the Company to the Issuer hereunder, (b) any taxes, assessments, impositions, impositions and other charges upon payments by the Company to the Issuer hereunder, hereunder and (c) any and all liabilitiesliability, damages, costs, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the Indenture, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposed, or any such liability, damages, costs, costs and expenses are sought to be imposed, the Issuer will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. (a) The Company will pay and discharge and will indemnify and hold harmless the Issuer and the Trustee from (a1) any lien or charge upon payments amounts payable hereunder by the Company hereunderto the Issuer, (b2) any taxes, assessments, impositions, impositions and other charges upon payments by in respect of the Company to the Issuer hereunderProject, and (c3) any and all liabilitiesclaim of any kind or character whatsoever arising from, damages, costs, and expenses arising out of connected with or resulting in any way related to the Bonds or the Project except such claims that result from the transactions contemplated by this Agreement and gross negligence or willful misconduct of the Indenture, including Issuer or the reasonable fees and expenses Trustee. (b) If any claim of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposedcharges, or any such liability, damages, costs, and expenses are sought to be imposed, the Issuer or the Trustee, as the case may be, will give prompt notice to the Company, and the Company shall have the sole right and duty to assume, and will shall assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer from and the Trustee (a) any lien or charge upon payments by the Company to the Issuer under the Notes, the First Mortgage Bonds or hereunder, (b) any taxes, assessments, impositions, impositions and other charges upon payments by the Company to the Issuer hereunderunder the Notes, the First Mortgage Bonds or hereunder and (c) any and all liabilitiesliability, damages, costs, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement and the IndentureIndenture or in any way related to the Project, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposed, or any such liability, damages, costs, costs and expenses are sought to be imposed, the Issuer and/or the Trustee will give prompt written notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.

Indemnity Against Claims. The Company will shall pay and discharge and will shall indemnify and hold harmless the Issuer and the Trustee from (a) any lien or charge upon payments by the Company to the Issuer under the Notes, the First Mortgage Bonds or hereunder, (b) any taxes, assessments, impositions, impositions and other charges upon payments by the Company to the Issuer hereunderunder the Notes, the First Mortgage Bonds or hereunder and (c) any and all liabilitiesliability, damages, costs, costs and expenses arising out of or resulting from the transactions contemplated by this Agreement Agreement, the First Mortgage Bonds and the IndentureIndenture or in any way related to the Projects, including the reasonable fees and expenses of counsel. If any such lien or charge is sought to be imposed upon payments, or any such taxes, assessments, impositions, impositions or other charges are sought to be imposed, or any such liability, damages, costs, costs and expenses are sought to be imposed, the Issuer will and/or the Trustee shall give prompt written notice to the Company, and the Company shall have the sole right and duty to assume, and will assume, the defense thereof, with full power to litigate, compromise or settle the same in its sole discretion.