Indemnity Agreement Clause Samples

Indemnity Agreement. Borrower and Guarantors, each jointly and severally, covenant and agree, at their sole cost and expense, to indemnify, defend (at trial and appellate levels and with attorneys, consultants and experts reasonably acceptable to Lenders) and hold each Indemnified Party harmless against and from any and all liens, damages, losses, liabilities, obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses of any kind or of any nature whatsoever (including, without limitation, reasonable attorneys’, consultants’ and experts’ fees and disbursements incurred in investigating, defending against, settling or prosecuting any claim, litigation or proceeding) which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or the Property, and arising directly or indirectly from or out of: (A) the Release or Threat of Release of any Hazardous Substances on, in, under or affecting all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (B) the existence of any Mold Condition on, in, under or affecting all or any portion of the Property, regardless of whether or not caused by or within the control of Borrower or any Guarantor; (C) the violation of any Environmental Laws relating to or affecting the Property, Borrower or any Guarantor, whether or not caused by or within the control of Borrower or any Guarantor; (D) the failure of Borrower or any Guarantor to comply fully with the terms and conditions of this Agreement or Sections 7.5 (b) and (c), 7.6(b), 7.10 and 8.6 of the Credit Agreement, as if such sections were specifically set forth herein; (E) the violation of any Environmental Laws in connection with other real property of Borrower or any Guarantor which gives or may give rise to any rights whatsoever in any party with respect to the Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the costs of assessment, containment and/or removal of any and all Hazardous Substances from all or any portion of the Property or any Hazardous Substances migrating to any surrounding areas from the Property, (ii) the costs of assessment, containment, abatement, remediation and/or removal of any Mold Cond...

Indemnity Agreement. The Insurer will indemnify the Insured, subject to the deductible, for expenses incurred to “clean-up” “pollutants” from land or water at the “premises” provided the spill, discharge, emission, dispersal, seepage, leakage, release, migration or escape of “pollutants”: (i) is occasioned by loss or damage to property insured at the “premises” for which insurance is afforded under the Policy to which this Coverage Form is attached; (ii) is sudden, unexpected and unintentional from the standpoint of the Insured; and (iii) is required to be reported to a provincial authority; and (iv) first occurs during the Policy period.

Indemnity Agreement. In the event that any of the property insured be lost or damaged by an insured peril, the Insurer will indemnify the Insured against the direct loss so caused to an amount not exceeding whichever is the least of: a. the actual cash value of the property at the time of loss or damage; b. the interest of the Insured in the property; c. the amount of insurance specified on the “Declaration Page” in respect to the property lost or damaged. Provided, however, that where the insurance applies to the property of more than 1 person or interest, the insurer’s total liability for loss sustained by all such persons and interests shall be limited in the aggregate to the amount or amounts of insurance specified on the “Declaration Page”.

Indemnity Agreement. The Indemnity Agreement Regarding Hazardous Materials made by the Borrower and Guarantors, in favor of the Agent and the Lenders, as the same may be modified, amended or ratified, pursuant to which each of the Borrower and the Guarantors agrees to indemnify the Agent and the Lenders with respect to Hazardous Substances and Environmental Laws.

Indemnity Agreement. The Company agrees to indemnify and hold Executive harmless to the fullest extent permitted by applicable law for actions taken as a director or officer of the Company, as in effect at the time of the subject act or omission. In connection therewith, Executive shall be entitled to the protection of any insurance policies which the Company elects to maintain generally for the benefit of the Company’s directors and officers, against all costs, charges and expenses whatsoever incurred or sustained by Executive in connection with any action, suit or proceeding to which he may be made a party by reason of Executive’s being or having been a director, officer or employee of the Company. This provision shall survive any termination of the Employment Term.

Indemnity Agreement. Manager shall Indemnify the City Parties against any and all Claims arising from, connected with, caused, or claimed to be caused, by this Agreement, City disbursement of Assessments or SBEP grant funds to Manager under this Agreement, Manager expenditure of such funds, Manager accounting for receipt or expenditure of such funds, or by one or more acts or omissions of the Manager Parties in performing this Agreement, and all expenses of investigating and defending against any and all such Claims, including Legal Costs. However, Manager’s duty to Indemnify the City Parties shall not include any Claim arising from the established sole negligence or willful misconduct of the City Parties. City may, in its sole and absolute discretion, conduct its own defense, or participate in its own defense, of any Claim subject to this Section 18. If City elects to conduct its own defense, participate in its own defense, or obtain independent legal counsel in defense of any Claim subject to this Section 18, Manager shall pay City for all Legal Costs related to such defense. Manager shall pay City any and all costs, including Legal Costs, City incurs enforcing the provisions of this Section 18. The provisions of this Section 18 are not limited by the insurance requirements of Section 8.

Indemnity Agreement. In the event that any of the property insured be lost or damage by an insured peril, the Insurer will Indemnify the Insured against the direct loss so caused to an amount not exceeding whichever is the least of:

Indemnity Agreement. I agree, for myself and my heirs, to indemnify and hold harmless the Releasees from any loss, claims, action, causes of action, or proceedings of any kind which may be initiated by me or by any other person, entity or organization, including demands, judgments, costs, loss of services, expenses, or reimbursement of counsel fees incurred by participant or by the Releasees from activities contemplated by this agreement. I give permission to Releasees to obtain on my behalf any emergency medical treatment. In case of sickness, accident or injury, Releasees have my express permission to secure, at my expense, such medical treatment as is deemed necessary in the sole discretion of Releasees.

Indemnity Agreement. Indemnitor covenants and agrees, at its sole cost and expense, to protect, indemnify, save, defend (at trial and appellate levels and with attorneys, consultants and experts selected by Indemnitor and reasonably acceptable to Lender) and hold each Indemnified Party harmless against and from any and all Losses which may at any time be imposed upon, incurred by or asserted or awarded against such Indemnified Party or any Individual Property (except to the extent arising out of the gross negligence or willful misconduct of any Indemnified Party) and arising from or out of the following, but, in all cases, only to the extent caused by the activities of Mortgage Borrower or any other Person (other than Master Tenant or Master Lease Guarantor) on any Individual Property: (A) the Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property or any surrounding areas; (B) the Release or Threat of Release of Hazardous Materials at any other location if the Hazardous Materials were generated, treated, stored, transported or disposed of by or on behalf of Mortgage Borrower; (C) the material violation of any Environmental Laws relating to or affecting any Individual Property or Mortgage Borrower, whether or not caused by or within the control of Indemnitor; (D) the failure of Indemnitor to comply fully with the terms and conditions of this Agreement; (E) the violation of any Environmental Laws in connection with other real property of Mortgage Borrower or Indemnitor which gives or may give rise to any rights whatsoever in any party with respect to any Individual Property by virtue of any Environmental Laws; or (F) the enforcement of this Agreement, including, without limitation, (i) the reasonable costs of assessment, containment and/or removal of any and all Hazardous Materials from all or any portion of any Individual Property or any adjacent areas, (ii) the costs of any actions taken in response to a Release or Threat of Release of any Hazardous Materials on, in, under or affecting all or any portion of any Individual Property, any adjacent areas, or any other areas to prevent or minimize such Release or Threat of Release so that it does not migrate or otherwise cause or threaten danger to present or future public health, safety, welfare or the environment, and (iii) costs incurred to comply with the Environmental Laws in connection with all or any portion of any Individual Property, any adjacent are...