Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Lender and its respective Affiliates, directors, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against: (a) any and all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to any act or omission (or alleged act or omission) of Borrower, its Affiliates or any of their officers, directors or stockholders relating to the Commitment, the use or contemplated use of proceeds of any Loan, or the relationship of Borrower and Lender under this Agreement; (b) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) above; and (c) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Media Corporation), Credit Agreement (Liberty Media Corp /De/)

AutoNDA by SimpleDocs

Indemnity by Borrower. Borrower agrees to indemnify, save and hold harmless Lender and its respective Affiliates, directors, officers, agents, attorneys and employees (collectively the "IndemniteesINDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to any act or omission (or alleged act or omission) of Borrower, its Affiliates or any of their officers, directors or stockholders relating to the Commitment, the use or contemplated use of proceeds of any Loan, or the relationship of Borrower and Lender under this Agreement; (b) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a) above; and (c) any and all liabilities, losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct or for any loss asserted against it by another Indemnitee.

Appears in 1 contract

Samples: Credit Agreement (Liberty Livewire Corp)

AutoNDA by SimpleDocs

Indemnity by Borrower. (a) Borrower agrees to shall indemnify, save save, and hold harmless harmless, Lender and its respective Affiliates, directors, officers, agents, attorneys attorneys, and employees (collectively singularly or collectively, the "IndemniteesIndemnitee") from and against: against (ai) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee if the claim, demand, action or cause of action arises out of directly or indirectly relates to any act or omission (or alleged act or omission) of Borrower, its Affiliates or any of their officers, directors or stockholders relating to this Agreement and the Commitmentother Loan Documents issued pursuant thereto, the use or contemplated use of proceeds of any Loanthe Loans, or the relationship of Borrower and Lender under this Agreement or any transaction contemplated pursuant to this Agreement; , (bii) any administrative or investigative proceeding by any Governmental Authority arising out of directly or indirectly related to a claim, demand, action or cause of action described in subsection clause (ai) above; , and (ciii) any and all liabilities, losses, costs costs, or expenses (including Attorney Costsreasonable attorneys' fees and disbursements) that any Indemnitee suffers or incurs as a result of any of the assertion foregoing; provided, however, that Borrower shall have no obligation under this Section 5.18 to Lender with respect to any of any the foregoing claim, demand, action or cause arising out of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross the negligence or willful misconduct of Lender or for any loss asserted against it its assignees or the breach by another Indemnitee.the Lender or its assignees

Appears in 1 contract

Samples: Convertible Loan Agreement (Integrated Security Systems Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!