Indemnity and Reimbursement. Seller shall indemnify, and hold Buyer harmless, from any and all liability claims and/or demands based upon, connected with or arising out of the performance of this Agreement by or for Seller; and Seller shall defend Buyer from any and all such claims, actions and demands. Seller agrees that in the event Buyer's customer withholds, reduces, recoups, disallows, and/or deletes the cost, overheads, and/or profits of Buyer due to any action or inaction on the part of Seller, Seller shall immediately repay Buyer for any such customer claim and/or loss.
Indemnity and Reimbursement. Indemnitor agrees to reimburse SURETY for all loss, damage and expense incurred by reason of executing and posting the Bond. Indemnitor agrees to indemnify and hold SURETY harmless from all forfeitures, forfeiture judgments, demands, suits, and court proceedings related thereto, including attorney’s fees and expenses incurred by SURETY with respect thereto, and from all damage, loss and expense, of any nature whatsoever, that SURETY may sustain as a consequence of having posted the Bond and any continuation, extension, alteration or replacement thereof, plus interest at the rate of twelve (12%) percent per annum. Indemnitor further agrees to pay all costs and expenses of apprehending or attempting to apprehend and return the Defendant to custody, including but not limited to fees and expenses of bail recovery agents and services.
Indemnity and Reimbursement. The Borrower unconditionally and irrevocably authorizes the Lender to pay any amount of any demand made on the Lender under and in accordance with the terms of the Letter of Credit. Any demand or request made upon the Lender for payment under any Letter of Credit or any renewal thereof will be the Lender's sufficient authority to pay thereunder and the Lender shall not be required to determine the validity or sufficiency of such demand or request. The Borrower hereby agrees that any drawings under the Letter of Credit shall be converted to direct borrowings pursuant to the Commitment and shall bear interest at the rate set forth in the Commitment. The Borrower hereby agrees to indemnify and save the Lender and its successors and assigns harmless from and against any and all losses, costs, damages and expenses which the Lender may suffer or incur in any manner whatsoever by reason of the Lender issuing the Letter of Credit or taking any action in connection with the Letter of Credit, including but not limited to legal fees and court costs however incurred by the Lender with respect to the Letter of Credit or in connection with collecting any sums due from the Borrower hereunder on a solicitor and his own client, full indemnity, basis. The Borrower covenants, undertakes and agrees that it will, if requested by the Lender, at its expense, retain counsel acceptable to the Lender in order to intervene in and defend any action, law suit or proceeding which may be brought against the Lender with respect to the Letter of Credit or any payment made or to be made thereunder. The Borrower's obligation to reimburse the Lender under this Letter of Credit Indemnity Agreement for payments and disbursements made by the Lender under the Letter of Credit is absolute and unconditional under any and all circumstance and irrespective of any set-off, counterclaim or defence to payment which the Borrower may have or have against the Lender or the beneficiary of the Letter of Credit. The Lender shall not have any responsibility or liability for, or any duty to inquire into, the authorization, execution, signature, endorsement, correctness, genuineness, or legal effect of any certificate or other document presented to the Lender pursuant to the Letter of Credit and the Borrower fully and unconditionally assumes all risks with respect to same. The Lender shall not be responsible for: the validity of certificates or other documents delivered under or in connection with the Letter of...
Indemnity and Reimbursement. (i) The Company, on behalf of itself and the other Debtors (in such capacity, the “Indemnifying Party”) shall, jointly and severally, indemnify, defend and hold harmless each Investor and its Affiliates, and its and their shareholders, directors, officers, partners and other equity holders, members, employees, agents, counsel, representatives, advisors and successors in interest (each, an “Indemnified Party”) for any losses in connection with, arising from or relating to any third party claims, challenges, litigation, investigations or proceedings, liabilities, damages and costs and expenses related thereto (which, for the avoidance of doubt, does not include any losses after the Closing Date related to the representations and warranties made in this Agreement) (collectively “Losses”) brought in connection with (a) any act or omission in connection with, arising from or relating to this Agreement, the Plan and the transactions contemplated thereby, or the transactions contemplated by this Agreement, including the fees payable hereunder or the use of proceeds of the Rights Offering or (b) the breach by the Company or any of its subsidiaries of this Agreement or any other third party claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Party is a party thereto, whether or not such proceedings are brought by the Company, its equity holders, Affiliates, creditors or any other person, and reimburse each Indemnified Party upon demand for reasonable and documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third-party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transactions contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Party, apply to any Losses to the extent it is found in a final, non-appealable judgment of the Bankruptcy Court or a court of competent jurisdiction to have resulted from the bad faith, willful misconduct or gross negligenc...
Indemnity and Reimbursement. Purchaser shall promptly, upon written request by Seller, reimburse Seller or the Company, as applicable, for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Seller, the Company or any of their respective subsidiaries in connection with the cooperation of Seller, the Company and their respective subsidiaries contemplated by this Section 5.02 and shall indemnify and hold harmless Seller, the Company, and their respective subsidiaries and Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type in connection with Purchaser’s arrangement of any Debt Financing and any information used in connection therewith, except with respect to any information prepared or provided by Seller, the Company or any of their respective subsidiaries or Representatives, and the foregoing obligations shall survive termination of this Agreement.
Indemnity and Reimbursement. The Issuer hereby agrees with the Guarantor:
(a) to indemnify and save harmless the Guarantor from and against all claims, actions, proceedings, liabilities, losses, costs, expenses or damages against or incurred by the Guarantor arising out of or in connection with the Guarantee in relation to any Guaranteed Instrument issued by the Issuer; and
(b) to reimburse the Guarantor in full for the amount of any payment or payments made by the Guarantor at any time or from time to time under and in accordance with the Guarantee in relation to any Guaranteed Instrument issued by the Issuer, such reimbursement to be made within five (5) Business Days of written demand therefor by the Guarantor.
Indemnity and Reimbursement. Contractor shall indemnify UNCSA from any claims, suits, damages, liabilities, injuries, expenses (including, without limitation, reasonable attorney's fees), or losses arising out of or resulting from Contractor's negligent acts or omissions in performing this Agreement. Contractor shall reimburse UNCSA for any loss or damage to UNCSA's property, property of third parties, or personal injuries caused by the acts or omissions of Contractor, Contractor's agents, or Contractor's employees during the performance of this Agreement.
Indemnity and Reimbursement. Parent shall promptly, upon written request by the Company, reimburse the Company, its subsidiaries and affiliates for all reasonable and documented out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred by the Company or any of its subsidiaries and affiliates in connection with any cooperation of the Company, its subsidiaries and affiliates contemplated by this Section 4.05 and shall indemnify and hold harmless the Company, its subsidiaries and affiliates and their respective Representatives from and against any and all losses, damages, claims, costs or expenses suffered or incurred by any of them of any type in connection with Parent’s arrangement of any Debt Financing and any information used in connection therewith, except with respect to any information prepared or provided by the Company or any of its subsidiaries or affiliates or any of their respective Representatives, and the foregoing obligations shall survive termination of this Agreement.
Indemnity and Reimbursement. Without any duplication of amounts reimbursed to a Partner pursuant to Section 5.3(a) hereof, the Partnership shall indemnify, defend, and hold harmless each Partner from any claim, demand, or liability, and from any loss, cost, or expense, including, without limitation, attorneys' fees and court costs, which may be asserted against, imposed upon, or suffered by a Partner by reason of any act performed for or on behalf of the Partnership, or in furtherance of the Partnership business, to the extent authorized hereby, or by reason of any omission, except for acts or omissions that constitute fraud, wilful misconduct, gross negligence, or a material breach of this Agreement. Except for acts or omissions constituting fraud, wilful misconduct, gross negligence, or a material breach of this Agreement, a Partner shall not be liable to the Partnership or to the other Partners (and the interest of each Partner in the Partnership, and in its property and assets, shall be free of any claims by the Partnership or the other Partners) by reason of any act performed for or on behalf of the Partnership, or in furtherance of the Partnership business, or by reason of any omission. Any indemnity under this Section 5.6 shall be provided out of and to the extent of Partnership assets only, and no Partner shall have any personal liability on account thereof. The indemnity provided in this Section 5.6 shall survive the dissolution and termination of the Partnership and the termination of this Agreement.
Indemnity and Reimbursement. (a) To the fullest extent permitted by law, the Company shall and does hereby indemnify, defend, and hold harmless each Member, each officer of the Company, and each Person designated by a Member in accordance with the provisions of this Agreement (individually, an “Indemnitee”, and collectively, the “Indemnitees”) from any claim, demand, or liability, and from any loss, cost, or expense including, without limitation, attorneys' fees and court costs, which may be asserted against, imposed upon, or suffered by an Indemnitee, by reason of any act performed for or on behalf of the Company, or in furtherance of the Company's business, to the extent authorized hereby, or by reason of any omission, except for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. No Indemnitee, shall have any personal liability to the Company or its Members for monetary damages for breach of fiduciary duty except for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law. Any indemnity under this Section 6.6(a) shall be provided out of and to the extent of Company assets only, and no Member shall have any personal liability on account thereof.
(b) Expenses (including attorneys' fees) incurred by an Indemnitee in defending any civil, criminal, administrative, or investigative action, suit, or proceeding relating to any action or omission in respect of the Company shall be paid by the Company in advance of the final disposition of the action, suit, or proceeding upon receipt of an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee, is not entitled to be indemnified by the Company.
(c) The Company may purchase and maintain insurance, as determined by the Managing Member, in respect of each Indemnitee, and against any liability relating to any act or omission in respect of the Company, whether or not the Company may indemnity such Person against such liability.
(d) The indemnification and advancement of expenses provided by, or granted pursuant to, this Section 6.6 shall survive the liquidation, dissolution, and termination of the Company and the termination of this Agreement, shall continue as to any Person who has terminated his relationship with the Company and shall inure to the benefit of such Person's heirs, executors, and administrators and shall, to the extent permitted by the Limited Liability Company Law, ...
