Common use of Indemnity Against Claims Clause in Contracts

Indemnity Against Claims. In the exercise of the power of the Issuer and its members and officers and employees and agents hereunder including (without limiting the foregoing) the application of moneys, the investment of funds and the letting or other disposition of the Project Facilities in the event of default by the Company, neither the Issuer nor its members, officers, employees or agents shall be accountable to the Company for any action taken or omitted by it or its members or officers or employees or agents in good faith and believed by it or them to be authorized or within the discretion or rights or powers conferred. The Issuer, its officers, members, employees and agents shall be protected in its or their acting upon any paper or document believed by it or them to be genuine, and it or they may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Company for any claims based thereon or under the Indenture against any member or officer of the Issuer alleging personal liability on the part of such person unless such claims are based upon the bad faith, fraud or deceit of such person. The Company will indemnify and hold harmless the Issuer and each member, officer, employee and agent of the Issuer against any and all claims, losses, damages or liabilities, joint and several, to which the Issuer or any member or officer or employee or agent of the Issuer may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of the Project or the Project Facilities or are based upon other alleged acts or omissions in connection with the Project or the Project Facilities by the Issuer unless the losses, damages or liabilities arise from bad faith, fraud or deceit of the member, officer, employee or agent of the Issuer to be indemnified. In the event any claim is made or action brought against the Issuer, or any member, officer, employee or agent of the Issuer, except for claims or actions brought which arise from malfeasance or nonfeasance in office, bad faith, fraud or deceit, the Issuer may direct the Company to assume the defense of the claim and any action brought thereon (if the Issuer gives the Company written notice of such direction within ten (10) days 11 17 of the institution of such claim or action) and pay all reasonable expenses (including attorney's fees) incurred therein; or the Issuer may assume the defense of any such claim or action, the reasonable cost (including attorney's fees) of which shall be paid by the Company upon written request of the Issuer to the Company; provided, however, the counsel selected by the Issuer to conduct such defense shall be approved by the Company which approval shall not be unreasonably withheld, and further provided that the Company may engage its own counsel to participate in the defense of any such action if such engagement does not give rise to a conflict of interest involving such counsel. The defense of any such claim shall include the taking of all actions necessary or appropriate thereto. Any claim for indemnification hereunder shall be by written notice.

Indemnity Against Claims. In (a) The Company agrees that at all times it will protect and hold the exercise of the power of the Issuer and its members and officers and employees and agents hereunder including (without limiting the foregoing) the application of moneys, the investment of funds Authority and the letting or other disposition of the Project Facilities in the event of default by the Company, neither the Issuer nor its members, officers, employees or agents shall be accountable to the Company for any action taken or omitted by it or its members or officers or employees or agents in good faith Purchaser and believed by it or them to be authorized or within the discretion or rights or powers conferred. The Issuer, its their officers, members, employees and agents agents, past, present and future, harmless and indemnified from and against all claims for losses, damages or injuries to the Trustee or others, including death, personal injury and property damage or loss, arising during the term hereof or during any other period when the Authority has, had or shall be protected have any interest in its the Project Facilities or their acting upon arising out of the use thereof or any paper activity conducted thereon or document believed by it in any other manner connected therewith, directly or them indirectly, including but not limited to be genuineclaims arising out of the acquisition, construction, installation, equipping and operation of the Project Facilities; and the Authority and the Purchaser, and it their officers, members, employees and agents, past, present and future, shall not be liable for any loss, damage or they injury to the person or property of the Company or its agents, servants or employees or any other person who or that may conclusively rely be upon the advice of counsel and may (but need not) require further evidence Project Facilities or damaged or injured as a result of any fact condition existing or activity occurring upon the Project Facilities or any other matter before taking connected directly or indirectly therewith due to any action. No recourse shall be had act or negligence of any person, excepting only willful misconduct or gross negligence of the Authority, and its officers, agents, members or employees, past, present and future. (b) The Company hereby covenants and agrees that it will indemnify the Trustee against any and all claims arising out of the Trustee's exercise and performance of powers and duties granted unto it by the Indenture and hereunder in good faith and without negligence. (c) The Company will indemnify, hold harmless and defend the Authority and the Trustee and the respective officers, members, directors, employees and agents of each of them, past, present and future (the "Indemnified Parties") and the Purchaser, against all loss, costs, damages, expenses, suits, judgments, actions and liabilities of whatever nature, including, specifically, (i) any liability under any state or federal securities laws (including but not limited to attorney's fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) (in case of such liability only as to the Indemnified Parties) and (ii) any and all costs and expense arising out of, or from, any state or federal environmental laws (including, without limitation, costs of remediation, attorney's fees litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) directly or indirectly resulting from or arising out of or related to: (i) the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project Facilities (including compliance with laws, ordinances and rules and regulations of public authorities relating thereto); or (ii) any statements or representations made by the Company for any claims based thereon or under with respect to the Company, the Refunding Project, this Agreement, the Bonds, the Indenture against or any member other document or officer instrument delivered at or in connection with the closing held this day (including any statements or representations made by the Company in connection with the offer or sale thereof) made or given to the Authority, the Trustee or any underwriters or purchasers of any of the Issuer alleging personal liability on Bonds, by the part Company or any of such person unless such claims are based upon the bad faithits directors, fraud officers, agents or deceit employees, including but not limited to, statements or representations of such personfacts, financial information or corporate affairs. The Company also will pay and discharge and indemnify and hold harmless the Issuer Authority and each memberthe Trustee from (i) any lien or charge upon payments by the Company to the Authority and the Trustee under this Agreement and (ii) any taxes (including, officerwithout limitation, employee any ad valorem taxes and agent of the Issuer against any sales taxes, assessments, impositions and all claims, losses, damages or liabilities, joint and several, to which the Issuer or any member or officer or employee or agent of the Issuer may become subject, insofar as such losses, claims, damages or liabilities (or actions other charges in respect thereof) arise out of any portion of the Project or the Project Facilities or are based upon other alleged acts or omissions in connection with the Project or the Project Facilities by the Issuer unless the losses, damages or liabilities arise from bad faith, fraud or deceit of the member, officer, employee or agent of the Issuer to be indemnifiedFacilities). In the event If any such claim is made or action brought against the Issuerasserted, or any membersuch lien or charge upon payments, officeror any such taxes, employee assessments, impositions or agent of the Issuer, except for claims or actions brought which arise from malfeasance or nonfeasance in office, bad faith, fraud or deceitother charges are sought to be imposed, the Issuer may direct the Company to assume the defense of the claim and any action brought thereon (if the Issuer gives the Company written notice of such direction within ten (10) days 11 17 of the institution of such claim or action) and pay all reasonable expenses (including attorney's fees) incurred therein; Authority or the Issuer may assume the defense of any such claim or action, the reasonable cost (including attorney's fees) of which shall be paid by the Company upon written request of the Issuer Trustee will give prompt notice to the Company; provided, howeverand the Company will have the sole right and duty to assume, and will assume, the counsel selected defense thereof, with full power to litigate, compromise or settle the same in its sole discretion. (d) If the indemnification provided herefor is for any reason determined to be unavailable to the Authority, the Trustee or the Purchaser, then, with respect to any such loss, claim, demand or liability, including expenses in connection therewith, the Authority and the Trustee, as appropriate, shall be entitled as a matter of right to contribution by the Issuer to conduct Company. The amount of such defense contribution shall be approved by in such proportion as is appropriate to reflect relative culpability of the Company which approval shall not be unreasonably withheld, and further provided that the Company may engage its own counsel to participate in the defense of any such action if such engagement does not give rise to a conflict of interest involving such counsel. The defense of any such claim shall include the taking of all actions necessary or appropriate thereto. Any claim for indemnification hereunder shall be by written noticeparties.

Indemnity Against Claims. In the exercise of the power powers of the Issuer and its members and officers and employees and agents hereunder Issuer, the Trustee or the Tender Agent under the Indenture or hereunder, including (without limiting the foregoing) foregoing the application of moneys, the investment of funds and the letting or other disposition of the Project Facilities in upon the event occurrence of default by the Companyan Event of Default, neither the Issuer Issuer, the Trustee, the Tender Agent nor its their members, directors, officers, employees or agents shall be accountable to the Company for any action taken or omitted by it or its members or officers or employees or agents any of them in good faith and believed by with the belief that it or them to be is authorized or within the discretion or rights or powers conferred. The Issuer, its the Trustee, the Tender Agent and their members, directors, officers, members, employees and agents shall be protected in its or their acting upon any paper or document believed by it or them to be genuine, and it or they any of them may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Company for any claims based thereon herein or under on the Indenture against any member member, director, officer, employee or officer agent of the Issuer Issuer, the Trustee or the Tender Agent alleging personal liability on the part of such person unless such claims are based upon the gross negligence, bad faith, fraud or deceit of such person. The Company will indemnify and hold harmless the Issuer Issuer, the Trustee, the Tender Agent and each member, director, officer, employee and agent of the Issuer Issuer, the Trustee or the Tender Agent against any and all claims, losses, damages or liabilities, joint and several, to which the Issuer Issuer, the Trustee, the Tender Agent or any member or officer or member, director, officer, employee or agent of the Issuer Issuer, the Trustee or the Tender Agent may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise directly or indirectly out of the Project or the Project Facilities or are based upon any other alleged acts act or omissions omission in connection with the Project by the Issuer, the Trustee or the Project Facilities by the Issuer Tender Agent, unless the losses, damages or liabilities arise from bad faith, fraud the gross negligence or deceit willful misconduct of the member, officer, employee or agent of the Issuer person to be indemnified. In the event any claim is made or action brought against the Issuer, the Trustee, the Tender Agent or any member, director, officer, employee or agent of the Issuer, the Trustee or the Tender Agent, except for claims or actions brought which arise from malfeasance the gross negligence or nonfeasance in office, bad faith, fraud or deceitwillful misconduct of such person, the Issuer Issuer, the Trustee or the Tender Agent may direct the Company to assume the defense of the claim and any action brought thereon (if the Issuer gives the Company written notice of such direction within ten (10) days 11 17 of the institution of such claim or action) and pay all reasonable expenses (including attorney's fees) incurred therein; or the Issuer Issuer, the Trustee or the Tender Agent, after notice to the Company and the Company's failure to defend, may assume the defense of any such claim or action, the reasonable cost (including attorney's fees) of which shall be paid by the Company upon written request of the Issuer Issuer, the Trustee or the Tender Agent to the Company; provided, however, the . The counsel selected by the Issuer Issuer, the Trustee or the Tender Agent to conduct such defense shall be approved by the Company Company, which approval shall not be unreasonably withheld, and further provided that the . The Company may engage its own counsel to participate in the defense of any such action if such engagement does not give rise to a conflict of interest involving such counselaction. The defense of any such claim shall include the taking of all actions necessary or appropriate thereto. Any claim for indemnification hereunder shall be by written notice.

Indemnity Against Claims. In the exercise of the power powers of the Issuer and its members and officers and employees and agents hereunder Issuer, the Trustee or the Paying Agent under the Indenture or hereunder, including (without limiting the foregoing) the application of moneys, the investment of funds and the letting or other disposition of the Project Facilities in upon the event occurrence of default by the Companyan Event of Default, neither the Issuer Issuer, the Trustee, the Paying Agent nor its their members, directors, officers, employees or agents shall be accountable to the Company for any action taken or omitted by it or its members or officers or employees or agents any of them in good faith and believed by with the reasonable belief that it or them to be is authorized or within the discretion or rights or powers conferred. The Issuer, its the Trustee, the Paying Agent and their members, directors, officers, members, employees and agents shall be protected in its or their acting upon any paper or document reasonably believed by it or them to be genuine, and it or they any of them may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Company for any claims based thereon hereon or under on the Indenture against any member member, director, officer, employee or officer agent of the Issuer Issuer, the Trustee or the Paying Agent alleging personal liability on the part of such person unless in the case of the Trustee or the Paying Agent only such claims are based upon the bad faith, fraud or deceit of such person. The Company will indemnify and hold harmless the Issuer Issuer, the Trustee, the Paying Agent and each member, director, officer, employee and agent of the Issuer Issuer, the Trustee or the Paying Agent against any and all claims, losses, damages or liabilities, joint and several, to which the Issuer Issuer, the Trustee, the Paying Agent or any member or officer or member, director, officer, employee or agent of the Issuer Issuer, the Trustee or the Paying Agent may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise directly or indirectly out of the Project or the Project Facilities or are based upon any other alleged acts act or omissions omission in connection with the Project by the Issuer, the Trustee or the Project Facilities by Paying Agent, unless in the Issuer unless case of the Trustee or the Paying Agent only the losses, damages or liabilities arise from bad faith, fraud the gross negligence or deceit willful misconduct of the member, officer, employee or agent of the Issuer person to be indemnified. The Company further releases the Issuer and agrees that the Issuer shall not be liable for, and indemnifies the Issuer against, all liabilities, claims, costs and expenses imposed upon or asserted against Issuer on account of: (a) any loss or damage to the property or injury to or death of or loss by any person that may be occasioned by any cause whatsoever pertaining to the construction, maintenance, operation and use of the Project; (b) any breach or default on the part of the Company in the performance of any covenant or agreement of the Company under this Agreement, the Note or any related document, or arising from any act or failure to act by the Company, or any of its agents, contractors, servants, employees or licensees; (c) the authorization, issuance and sale of the Bond, and the provision of any information furnished in connection therewith and in connection with any remarketing thereof, including, without limitation, any information furnished by the Company for inclusion in any certifications made by the Issuer; and (d) any such claim or action or proceeding brought with respect to the matters set forth in (a), (b) and (c) above. In the event any claim is made or action brought against the Issuer, the Trustee, the Paying Agent or any member, director, officer, employee or agent of the Issuer, the Trustee or the Paying Agent, except for claims or actions brought which arise are claimed to have arisen from malfeasance the negligence or nonfeasance in office, bad faith, fraud or deceitwillful misconduct of such person, the Issuer Issuer, the Trustee or the Paying Agent may direct the Company to assume the defense of the claim and any action brought thereon (if the Issuer gives the Company written notice of such direction within ten (10) days 11 17 of the institution of such claim or action) and pay all reasonable expenses (including attorney's fees) incurred therein; or the Issuer Issuer, the Trustee or the Paying Agent may assume the defense of any such claim or action, the reasonable cost (including attorney's fees) of which shall be paid by the Company upon written request of the Issuer to the Company; provided, howeverIssuer, the counsel selected by Trustee or the Issuer Paying Agent to conduct such defense shall be approved by the Company which approval shall not be unreasonably withheld, and further provided that the Company may engage its own counsel to participate in the defense of any such action if such engagement does not give rise to a conflict of interest involving such counsel. The defense of any such claim shall include the taking of all actions necessary or appropriate thereto. Any claim for indemnification hereunder shall be by written notice.the

Indemnity Against Claims. In the exercise of the power powers of the Issuer and its members and officers and employees and agents hereunder Issuer, the Trustee or the Paying Agent under the Indenture or hereunder, including (without limiting the foregoing) the application of moneys, the investment of funds and the letting or other disposition of the Project Facilities in upon the event occurrence of default by the Companyan Event of Default, neither the Issuer Issuer, the Trustee, the Paying Agent, the LGC, the Governing Body, nor its their respective members, directors, officers, employees or agents shall be accountable to the Company for any action taken or omitted by it or its members or officers or employees or agents any of them in good faith and believed by with the reasonable belief that it or them to be is authorized or within the discretion or rights or powers conferred. The Issuer, its the Trustee, the Paying Agent, the LGC, the Governing Body and their respective members, directors, officers, members, employees and agents shall be protected in its or their acting upon any paper or document reasonably believed by it or them to be genuine, and it or they any of them may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Company for any claims based thereon hereon or under on the Indenture against any member member, director, officer, employee or officer agent of the Issuer Issuer, the Trustee, the Paying Agent, the LGC or the Governing Body alleging personal liability on the part of such person unless unless, in the case of the Trustee or the Paying Agent only, such claims are based upon the bad faith, fraud or deceit of such person. The Company will indemnify and hold harmless the Issuer Issuer, the Trustee, the Paying Agent, the LGC, the Governing Body and each member, director, officer, employee and agent of the Issuer Issuer, the Trustee, the Paying Agent, the LGC or the Governing Body against any and all claims, losses, damages or liabilities, joint and several, to which the Issuer or any member or officer or employee or agent of the Issuer may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of the Project or the Project Facilities or are based upon other alleged acts or omissions in connection with the Project or the Project Facilities by the Issuer unless the losses, damages or liabilities arise from bad faith, fraud or deceit of the member, officer, employee or agent of the Issuer to be indemnified. In the event any claim is made or action brought against the Issuer, or any member, officer, employee or agent of the Issuer, except for claims or actions brought which arise from malfeasance or nonfeasance in office, bad faith, fraud or deceit, the Issuer may direct the Company to assume the defense of the claim and any action brought thereon (if the Issuer gives the Company written notice of such direction within ten (10) days 11 17 of the institution of such claim or action) and pay all reasonable expenses (including attorney's fees) incurred therein; or the Issuer may assume the defense of any such claim or action, the reasonable cost (including attorney's fees) of which shall be paid by the Company upon written request of the Issuer to the Company; provided, however, the counsel selected by the Issuer to conduct such defense shall be approved by the Company which approval shall not be unreasonably withheld, and further provided that the Company may engage its own counsel to participate in the defense of any such action if such engagement does not give rise to a conflict of interest involving such counsel. The defense of any such claim shall include the taking of all actions necessary or appropriate thereto. Any claim for indemnification hereunder shall be by written notice.all