Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer, the Governing Body, the LGC and the Trustee, and their respective officers, employees and agents, from any taxes, assessments, impositions and other charges in respect of the Project. If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charges, are sought to be imposed, the Issuer, the Governing Body or the LGC, as the case may be, will give prompt written notice to the Company and the Trustee; provided, however, that the failure to provide such notice will not relieve the Company of the Company's obligations and liability under this Section and will not give rise to any claim against or liability of the Issuer or the Trustee. The Company shall have the sole right and duty to assume, and shall assume, the defense thereof, with counsel selected by the Company and reasonably acceptable to the person on behalf of which the Company undertakes a defense, with full power to litigate, compromise or settle the same in its sole discretion.
Appears in 2 contracts
Samples: Loan Agreement (Flanders Corp), Loan Agreement (Flanders Corp)
Indemnity Against Claims. The Company will pay and discharge and will indemnify and hold harmless the Issuer, the Governing Body, the LGC Issuer and the Trustee, and their respective officers, employees and agents, from any taxes, assessments, impositions and other charges in respect of the Project. If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charges, are sought to be imposed, the Issuer, the Governing Body Issuer or the LGCTrustee, as the case may be, will give prompt written notice to the Company and the TrusteeCompany; provided, however, that the failure to provide such notice will not relieve the Company of the Company's obligations and liability under this Section 8.6 and will not give rise to any claim against or liability of the Issuer or the Trustee. The Company shall have the sole right and duty to assume, and shall assume, the defense thereof, with counsel selected by the Company and reasonably acceptable to the person on behalf of which the Company undertakes a defense, with full power to litigate, compromise or settle the same in its sole discretion.
Appears in 2 contracts
Samples: Loan Agreement (Open Plan Systems Inc), Loan Agreement (Culp Inc)
Indemnity Against Claims. The Company Borrower will pay and discharge and will indemnify and hold harmless the Issuer, the Governing Body, the LGC Issuer and the TrusteePurchaser, and their respective directors, members, officers, employees and agents, from any taxes, assessments, impositions and other charges in respect of the Project. If any such claim is asserted, or any such lien or charge upon payments, or any such taxes, assessments, impositions or other charges, are sought to be imposed, the Issuer, the Governing Body Issuer or the LGCPurchaser, as the case may be, will give prompt written notice to the Company and the TrusteeBorrower; provided, however, that the failure to provide such notice will not relieve the Company Borrower of the Company's Borrower’s obligations and liability under this Section and will not give rise to any claim against or liability of the Issuer or the TrusteePurchaser. The Company shall have Borrower has the sole right and duty to assume, and shall assume, the defense thereof, with counsel selected by the Company and reasonably acceptable to the person Person on behalf of which whom the Company Borrower undertakes a defense, with full power to litigate, compromise or settle the same in its sole discretion.
Appears in 1 contract
Samples: Financing Agreement (Ikonics Corp)