Indemnity by Xxxxxxxx. The Borrower will, to the fullest extent permitted by law, protect, indemnify and save the Issuer and Trustee and their officers, agents, directors, and employees and any Person who controls the Issuer or Trustee within the meaning of the Securities Act of 1933, as amended, harmless from and against all liabilities, losses, damages, reasonable costs, and expenses (including reasonable attorneys’ fees and expenses of the Trustee and the Issuer), taxes, causes of action, suits, claims, demands and judgments of any nature arising from:
(1) except for any gross negligence or willful misconduct of the Issuer or Trustee, any injury to or death of any person or damage to property in or upon the Project or growing out of or connected with the use, non-use, condition or occupancy of the Project or any part thereof, including any and all acts or operations relating to the construction or installation of property or improvements. The foregoing indemnification obligations shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Borrower, customers, suppliers or affiliated organizations under any Workers’ Compensation Acts, Disability Benefit Acts or other employee benefit acts;
(2) violation of any agreement, provision or condition of this Loan Agreement, except by the Issuer or the Trustee, unless the Issuer or Trustee acts pursuant to direction of the Borrower;
(3) violation by the Borrower of any contract, agreement or restriction, which shall have existed at the commencement of the Term of Loan Agreement or shall have been approved by the Borrower;
(4) violation of any law, ordinance, court order or regulation affecting the Project or a part thereof or the ownership, occupancy or use thereof;
(5) any statement or information relating to the expenditure of the proceeds of the Subordinate Bonds contained in the Tax Certificate or similar document furnished by the Borrower to the Issuer or Trustee which, at the time made, is misleading, untrue or incorrect in any material respect; and
(6) any untrue statement or alleged untrue statement by the Borrower of a material fact contained in the Official Statement or any other offering material approved by the Borrower relating to the sale of the Subordinate Bonds (as from time to time amended or supplemented) or arising out of or based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in ...
Indemnity by Xxxxxxxx. The Customer must indemnify SunWater against each claim, action, proceeding, judgment, damage, loss, expense or liability incurred or suffered by or brought or made or recovered against SunWater arising out of the circumstances in which the Customer releases SunWater under clause 18.3.
Indemnity by Xxxxxxxx. Borrower will indemnify, save, defend, and hold harmless Lender and its respective Affiliates, directors, officers, shareholders, agents, attorneys, and employees (collectively, the “indemnitee”) from and against: (a) any and all claims, demands, actions, or causes of action that are asserted against any indemnitee by any Person if the claim, demand, action, or cause of action relates to a claim, demand, action, or cause of action that the Person asserts or may assert against Borrower, any Guarantor, the Business or any of the Collateral, (b) 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 directly or indirectly relates to the failure of Borrower, any Guarantor or any other Person to perform or comply with any of the terms, covenants or provisions of this Loan Agreement or of any of the other Loan Documents, (c) any litigation concerning the Loan Documents, or any interest of grantor or beneficiary therein, (d) any dispute, including disputes as to the disbursement of proceeds of the Note not yet disbursed or held in a Cash Collateral Reserve, (e) any action brought by Lender under the Note or the other Loan Documents, whether or not such action is prosecuted to a final, non-appealable judgment, (f) 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 directly or indirectly relates to any failure of condition or any other breach or default under any Governmental Requirement applicable to Borrower, any Guarantor, the Business or any of the Collateral, (g) any administrative or investigative proceeding by any Governmental Authority directly or indirectly related to a claim, demand, action or cause of action described in clauses (a), (b), or (f) above, and (h) any and all liabilities, losses, costs, or expenses (including reasonable attorneys’ fees, expenses and disbursements) that any indemnitee suffers or incurs as a result of any of the foregoing. Notwithstanding the foregoing, it is the express intention of the parties hereto that each indemnitee shall be indemnified from and held harmless against ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RESULTING FROM THE SOLE CONTRIBUTORY OR ORDINARY NEGLIGENCE OF SUCH INDEMNITEE BUT NOT FROM THE GROSS NEGLIGENC...
Indemnity by Xxxxxxxx. The Customer must indemnify Fitzroy River Water against each claim, action, proceeding, judgment, damage, loss, expense or liability incurred or suffered by or brought or made or recovered against Fitzroy River Water arising out of the circumstances in which the Customer releases Fitzroy River Water under clause 18.3.
Indemnity by Xxxxxxxx. Whether or not the transactions contemplated hereby are consummated, Xxxxxxxx agrees to indemnify, save and hold harmless each Administrative Agent- Related Person, each other Agent, each Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner and each Lender and their respective Affiliates and their and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors;
Indemnity by Xxxxxxxx. Borrower hereby agrees to hold Lender and its officers, directors, employees, representatives and agents harmless from and against all claims, damages, liabilities and expenses, including reasonable fees and disbursements of counsel, which may be incurred by or asserted against any of them in connection with or arising out of any investigation, litigation or proceeding relating to this Agreement, the other Loan Documents or any Loans, except that Borrower shall not be required to indemnify Lender to the extent that any of such claims, damages, liabilities or expenses arise from the gross negligence or willful misconduct of Lender.
Indemnity by Xxxxxxxx. Xxxxxxxx agrees to defend Millennium and its and its Affiliates’, directors, officers, employees and agents (collectively, the “Millennium Indemnified Parties”) at Xxxxxxxx’x cost and expense, and will indemnify and hold the Millennium Indemnified Parties harmless from and against any Losses arising out of any Third Party Claims to the extent arising out of or relating to, directly or indirectly:
(a) any breach by Xxxxxxxx of any of its representations, warranties, covenants, or obligations set forth in this Agreement;
(b) the negligence, recklessness or willful misconduct of Xxxxxxxx, or any of its or its Affiliates’, directors, officers, employees or agents;
(c) the conduct of the Development Program or any other activities under this Agreement by Xxxxxxxx or any of its Affiliates or agents; or
(d) [***], except in any case under clauses (a) through (d) to the extent that Millennium is obligated to provide indemnification for such Losses pursuant to Section 10.1. In the event of any Third Party Claim against the Millennium Indemnified Parties, Millennium will promptly notify Xxxxxxxx in writing of the claim (it being understood and agreed that the failure by Millennium to give such notice will not relieve Xxxxxxxx of its indemnification obligations under this Agreement except and only to the extent that Xxxxxxxx is actually prejudiced as a result of the failure to give notice), and Xxxxxxxx will manage and control, at its sole expense, the defense of the claim and its settlement, keeping Millennium reasonably advised of the status of the defense and/or settlement. No settlement will be finalized without obtaining Millennium’s prior written consent, which will not be unreasonably withheld, except that in the case of a settlement that does not require an admission or impose any obligation on the part of a Millennium Indemnified Party or otherwise have an adverse effect on rights or interests of a Millennium Indemnified Party, Millennium’s consent will not be required so long all Millennium Indemnified Parties involved in the claim are unconditionally released from all liability in such settlement. The Millennium Indemnified Parties will reasonably cooperate with Xxxxxxxx and may, at their option and expense, be represented by their own separate counsel in any such action or proceeding; provided that if representation of the Millennium Indemnified Parties by the counsel retained by Xxxxxxxx would be inappropriate due to actual or potential conflict of inter...
Indemnity by Xxxxxxxx. Xxxxxxxx agrees to indemnify, save and hold harmless Bank and its directors, officers, agents, attorneys and employees (collectively, the “Indemnitees”) from and against: (a) 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 or relates to the relationship between Borrower and Bank under any of the Loan Documents or the transactions contemplated thereby; (b) Any and all administrative or investigative proceedings by any Governmental Agency or authority arising out of or related to any claim, demand, action or cause of action described in clause (a) above; and (c) Any and all liabilities, losses, costs or expenses (including reasonable attorneys’ fees and disbursements and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any of the foregoing; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own or its employees’ or agents’ gross negligence or willful misconduct. Each Indemnitee is authorized to employ counsel in enforcing its rights hereunder and in defending against any claim, demand, action, cause of action or administrative or investigative proceeding covered by this Section 8.11; provided that the Indemnitees as a group may retain only one law firm to represent them with respect to any such matter unless there is, under applicable standards of professional conduct, conflict on any significant issue between the positions of any two or more Indemnitees. Any obligation or liability of Borrower to any Indemnitee under this Section 8.11 shall be and hereby is covered by the Loan Documents shall survive the expiration or termination of this Agreement and the repayment of the Line of Credit and the payment and performance of all other obligations owed to Bank.
Indemnity by Xxxxxxxx. Xx the maximum extent permitted by law, but subject to the provisions of Subsection 14.5, Landlord indemnifies Tenant and agrees to save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) judgments, settlement payments, and fines paid, incurred or suffered by any of them in connection with loss of life or personal injury, or damage to property suffered by third parties arising from or out of the use of any portion of the Common Areas by Landlord, occasioned wholly or in part by any act or omission of Landlord, its officers, agents, contractors or employees. [SEE RIDER]
Indemnity by Xxxxxxxx. 66 Co. (a) Xxxxxxxx 66 Co. shall indemnify the Indemnified Parties for all Losses resulting from:
(i) False or incorrect representations, warranties or certifications of Xxxxxxxx 66 Co. in this Agreement or any document delivered pursuant to this Agreement; and
(ii) Failure by Xxxxxxxx 66 Co. to perform any of its duties or other obligations or comply with any of its covenants under this Agreement.
