Indemnity; Fees and Expenses. (a) The Grantee will indemnify and save harmless the State of Iowa, the Authority and its members, members of its Board of Directors, officers, employees, agents, elected and appointed officials, and successors and assigns from and against any and all obligations, losses, costs, damages, deficiencies, demands, expenses and liabilities of any nature or kind including, but not limited to, attorney’s fees (including the value of time of the Attorney General’s office), litigation and court costs, costs of investigations, costs of settlement, amounts paid in settlement, and amounts paid to discharge judgment against an indemnified party, whether directly or indirectly, fines, arising or resulting from, directly or indirectly, or on account of, (i) the financing, acquisition, construction and/or rehabilitation, sale, management or operation of the Project; (ii) any noncompliance or failure to perform any covenant related to this Project (whether or not cured); (iii) any breach of a representation, warranty or covenant herein or in any other document; (iv) any other act or omission (whether or not cured) constituting a failure in compliance, or (v) the enforcement by IFA, its successors and assigns of IFA’s rights and remedies under this Agreement or any other Loan Document.;
(b) The Grantee will, upon demand, pay to the Authority the amount of any and all reasonable expenses, including the reasonable fees and expenses of its attorneys, and of any experts and agents, which the Authority may incur in connection with (i) the exercise or enforcement of any of the rights of the Authority hereunder, (ii) the failure by the Grantee to perform or observe any of the provisions hereof, and (iii) the recovery of any proceeds misappropriated by the Grantee. The Grantee shall pay to the Authority any other reasonable expenses related to the Project or this Agreement which are not otherwise expressly required to be paid by the Grantee under the terms of this Agreement;
(c) The Grantee agrees to pay, as and if applicable, all appraisal fees, survey fees, recording fees, license and permit fees, insurance premiums, taxes, charges, and assessments in connection with the Project. It is the intention of the parties that the Authority shall not incur pecuniary liability by reason of
(i) the terms of this Agreement, (ii) the undertakings required of the Authority hereunder, (iii) the performance of any act required of it by this Agreement or (iv) the performance of any act requested...
Indemnity; Fees and Expenses. The Company agrees to hold harmless Mr. Xxxxxxxxx xxx all acts or decisions made by him in good faith related to his performance of services hereunder. The Company agrees to pay any and all reasonable legal fees and related expenses incurred by Mr. Xxxxxxxxx xx connection with entering into and performing services under this Agreement. The Company will use its reasonable best efforts to obtain coverage for Mr. Xxxxxxxxx xxxer any insurance policy now in force or hereinafter obtained during the term of this Agreement covering the Company against liability from claims or causes of action which arise as a result of or with respect to this Agreement; provided, however, it is understood by each of the parties hereto that the Company does not currently have insurance coverage for its directors and officers and is not required to obtain such insurance. If, however, the Company obtains such insurance coverage and Mr. Xxxxxxxxx xxxves as a director or officer of the Company, Mr. Xxxxxxxxx xxxl be included as an insured party in his capacity as such.
Indemnity; Fees and Expenses. (a) The Borrower and Lender, jointly and severally, agree to indemnify and hold harmless the Accounts Bank, its officers, employees, agents and their respective Affiliates from and against any and all claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses and disbursements of any kind or nature whatsoever (including costs and expenses of its counsel) that may be imposed on, incurred by, or asserted against the Accounts Bank, its officers, employees, agents or their respective Affiliates by any Person in any way relating to or arising out of (i) this Agreement and the transactions hereunder (including, without limitation, enforcement of this Agreement) or (ii) any action taken or omitted by the Accounts Bank in accordance with this Agreement; provided that the Borrower and Lender will not be liable to the Accounts Bank, its officers, employees, agents or their respective Affiliates for any portion of such claims, liabilities, obligations, losses, damages, penalties, judgments, costs, expenses or disbursements resulting from the Accounts Bank’s, its officers’, employees’, agents’ or their respective Affiliates’ gross negligence or willful misconduct as finally determined in a non-appealable order by a court of competent jurisdiction.
(b) The Borrower agrees to pay to the Accounts Bank its reasonable expenses (including reasonable counsel fees and expenses) and the fees separately agreed to by the Borrower and the Accounts Bank in the Accounts Bank Fee Agreement.
(c) The obligations of the Borrower and Lender to the Accounts Bank under this Section 7.8 or contained in any separate agreement referred to in this Article shall survive the termination of this Agreement and the resignation or removal of the Accounts Bank.
Indemnity; Fees and Expenses. The Company agrees to hold harmless Mr. Schroeder for all acts or decisions made by him in good faith relxxxx xx xxx xerformance of services hereunder. The Company agrees to pay any and all reasonable legal fees and related expenses incurred by Mr. Schroeder in connection with entering into and performing servicex xxxxx xxxx Agreement. The Company will use its reasonable best efforts to obtain coverage for Mr. Schroeder under any insurance policy now in force or hereinafter xxxxxxxx xxxxng the term of this Agreement covering the Company against liability from claims or causes of action which arise as a result of or with respect to this Agreement ; provided, however, it is understood by each of the parties hereto that the Company is not required to maintain insurance coverage for its officers and Directors. If, however, the Company obtains such insurance coverage and Mr. Schroeder services as a director or officer of the Company, Mr. Sxxxxxxxx xxxx be included as an insured party in his capacity as xxxx.
Indemnity; Fees and Expenses a. The Borrower will indemnify and save harmless the City and its officers and employees from and against any and all losses, by it or them while it or they are acting in good faith to carry out the transactions contemplated by this Agreement or to safeguard its or their interests or ascertain, determine or carry out its or their obligations under this Agreement or any law or contract applicable to said transaction.
b. The Borrower shall, upon demand, pay to the City the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the City may incur in connection with the exercise or enforcement of any of the rights of the City hereunder, the failure by the Borrower to perform or observe any of the provisions hereof, the collection of payments due under this Agreement, and any other reasonable expenses of the City related to the Project or this financing (including reasonable attorney's fees) which are not otherwise expressly required to be paid by the Borrower under the terms of this Agreement.
c. The Borrower agrees to pay all appraisal fees, survey fees, recording fees, license and permit fees and insurance premiums related to Borrower's Project.
d. It is the intention of the parties that the City shall not incur pecuniary liability by reason of the terms of this Agreement and the Borrower shall indemnify and hold harmless the City (including any person at any time serving as an officer or employee of the City) against all claims by or on behalf of any person, firm or corporation, arising out of the same, and all costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon. The obligation of the parties under this Section shall survive the termination of this Agreement.
Indemnity; Fees and Expenses a. The Borrower will indemnify and save harmless the Lenders and their officers and employees from and against any and all losses, by it or them while it or they are acting in good faith to carry out the transactions contemplated by this Agreement or to safeguard its or their interests or ascertain, determine or carry out its or their obligations under this Agreement or any law or contract applicable to said transaction.
b. The Borrower shall, upon demand, pay to the Lenders the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which the Lenders may incur in connection with the exercise or enforcement of any of the rights of the Lenders hereunder, the failure by the Borrower to perform or observe any of the provisions hereof, the collection of payments due under this Agreement, and any other reasonable expenses of the Lenders related to the Project or this financing (including reasonable attorney's fees) which are not otherwise expressly required to be paid by the Borrower under the terms of this Agreement.
c. The Borrower agrees to pay all appraisal fees, survey fees, recording fees, license and permit fees and insurance premiums related to Borrower's Project.
d. It is the intention of the parties that the Lenders shall not incur pecuniary liability by reason of the terms of this Agreement and the Borrower shall indemnify and hold harmless the Lenders (including any person at any time serving as an officer or employee of the Lenders) against all claims by or on behalf of any person, firm or corporation, arising out of the same, and all costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon. The obligation of the parties under this Section shall survive the termination of this Agreement.
Indemnity; Fees and Expenses. 9.7.1. The Lessee will indemnify and save harmless the Lessor and its officers and employees and the OIA from and against any and all losses, by it or them while it or they are acting in good faith to carry out the transactions contemplated by this Agreement or to safeguard its or their interest or ascertain, determine or carry out its or their obligations under this Agreement or any law or contract applicable to said transaction.
9.7.2. The Lessee will, upon demand, pay to the Lessor or the OIA the amount of any and all reasonable expenses, including the reasonable fees and expenses of their counsel and of any experts and agents, which the Lessor may incur in connection with the exercise or enforcement of any of the rights of the Lessor hereunder, Lessee to perform or observe any of the provisions hereof, the collection of payments due under this Agreement, and other reasonable expenses of the Lessor or the OIA related to the Project or this financing (including reasonable attorneys' fees) which are not otherwise expressly required to be paid by the Lessee under the terms of this Agreement.
Indemnity; Fees and Expenses. 7.18.1 The Company will indemnify and save harmless the City of Xxxxx and its officers and employees, the Xxxxx and Xxxxx Regional Development Council and its employees, and the DCS from and against any and all losses (other than losses inherent in investment risk associated with an investment in capital stock of a company), by it or them while it or they are acting in good faith to carry out the transactions contemplated by this Agreement or to safeguard its or their interest or ascertain, determine or carry out its or their obligations under this Agreement or any law or contract applicable to said transaction.
7.18.2 The Company will, upon demand, pay to the City of Xxxxx or the DCS the amount of any and all reasonable expenses, including the reasonable fees and expenses of their council and of any experts and agents, which the City of Xxxxx may incur in connection with the exercise or enforcement of any of the rights of the City of Xxxxx hereunder, the failure by the Company to perform or observe any of the provisions hereof, the collection of payments due under this Agreement, and other reasonable expenses of the City of Xxxxx or the DCS related to the project or this financing (including reasonable attorneys' fees) which are not otherwise expressly required to be paid by the Company under the terms of this Agreement.
7.18.3 The Company agrees to pay all appraisal fees, survey fees, recording fees, license and permit fees and insurance premiums, and agrees to reimburse the City of Xxxxx upon demand for all reasonable out-of-pocket expenses actually incurred by the City of Xxxxx in connection with this Agreement or in connection with the transactions contemplated by This Agreement, including, but not limited to, any and all reasonable closing costs.
Indemnity; Fees and Expenses. Grantor agrees to indemnify PNCEF from and against any and all claims, losses, and liabilities, except claims, losses, or liabilities resulting from PNCEF's gross negligence or willful misconduct. Grantor will reimburse PNCEF, on demand, for any and all fees, costs, and expenses (including, without limitation, reasonable attorneys' fees) incurred by PNCEF prior to trial, at trial and at all post trial and appellate proceedings, including post petition fees incurred in a bankruptcy or similar insolvency or liquidation proceeding, whether or not suit be brought, in (a) administration of this Agreement, (b) custody, preservation, sale, use, collection or realization of the Collateral, (c) protection or enforcement of its rights in the Collateral or under this Agreement including, without limitation, uniform commercial code searches, judgment and tax lien searches for Grantor and each guarantor of the Subject Obligations, recordation taxes, documentary stamp taxes, transfer taxes and filing and recording fees or (d) failure of Grantor to perform or observe any provisions hereof.
Indemnity; Fees and Expenses. Grantor agrees to indemnify Bank from and against any and all claims, losses, and liabilities arising from or with respect to the Collateral and this Agreement, except claims, losses, or liabilities resulting from Bank’s gross negligence or willful misconduct. Grantor will reimburse Bank, on demand, for any and all fees, costs, and expenses (including, without limitation, reasonable attorneys’ fees) incurred by Bank in (a) custody, preservation, use, collection or realization of the Collateral, (b) protection or enforcement of its rights in the Collateral or under this Agreement or (c) failure of Grantor to perform or observe any provisions hereof.
