Common use of Indemnity; Fees and Expenses Clause in Contracts

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 of it by the Grantee. Accordingly, if the Authority (including any person at any time employed by or serving as an officer or a member of the Authority, such persons hereinafter included in all references to the Authority in this Section) should incur any such pecuniary liability, then in such event the Grantee shall indemnify and hold harmless the Authority 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 Grantee releases the Authority from, agrees that the Authority shall not be liable for, and agrees to indemnify and hold the Authority harmless from, (i) any liability for any loss or damage to property or any injury to, or death of, any person that may be occasioned by any cause whatsoever pertaining to the Project, or (ii) any liabilities, losses or damages, or claims therefore, arising out of the failure, or claimed failure of the Grantee to comply with its covenants contained in this Agreement, including, in each such case, any attorneys' fees. The Grantee agrees to indemnify and hold the Authority harmless to the fullest extent permitted by law from any losses, costs, charges, expenses (including attorneys' fees), judgments and liabilities incurred by it or them as the case may be, in connection with any action, suit or proceeding instituted or threatened in connection with the transaction contemplated by this Agreement. The obligation of the Grantee under this Section shall survive the termination of this Agreement.

Indemnity; Fees and Expenses. (a) The Grantee 7.8.1 BORROWER will indemnify and save harmless the State of Iowa, the Authority LENDER and its members, members of its Board of Directors, officers, employees, agents, elected officers and appointed officials, employees and successors and assigns the DCS from and against any and all obligations, losses, costsby 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, damages, deficiencies, demands, expenses and liabilities of any nature determine 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 carry out its 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 their obligations under this Agreement or any other Loan Documentlaw or contract applicable to said transaction.; (b) The Grantee 7.8.2 BORROWER will, upon demand, pay to LENDER or the Authority DCS the amount of any and all reasonable expenses, including the reasonable fees and expenses of its attorneys, their council and of any experts and agents, which the Authority LENDER may incur in connection with (i) the exercise or enforcement of any of the rights of the Authority hereunderXXXXXX xxxxxxxxx, (ii) the failure by the Grantee XXXXXXXX to perform or observe any of the provisions hereof, the collection of payments due under this Agreement, and (iii) the recovery of any proceeds misappropriated by the Grantee. The Grantee shall pay to the Authority any other reasonable expenses of LENDER or the DCS related to the Project or this Agreement financing (including reasonable attorneys' fees except where and to the extent prohibited by law) which are not otherwise expressly required to be paid by the Grantee BORROWER under the terms of this Agreement;. (c) The Grantee 7.8.3 XXXXXXXX agrees to pay, as and if applicable, pay all appraisal fees, survey fees, recording fees, license and permit fees, fees and insurance premiums, taxes, charges, and assessments agrees to reimburse LENDER upon demand for all reasonable out-of-pocket expenses actually incurred by LENDER in connection with this Agreement or in connection with the Projecttransactions contemplated by this Agreement, including, but not limited to, any and all reasonable closing costs. It is the intention of the parties that the Authority LENDER shall not incur pecuniary liability by reason of (i) of the terms of this Agreement, (ii) or the undertakings required of the Authority LENDER hereunder, (iii) the performance of any act required of it by this Agreement or (iv) the performance of any act requested of it by XXXXXXXX, including all claims, liabilities or losses a rising in connection with the Grantee. Accordinglyviolation of any statutes or regulations pertaining to the foregoing; accordingly, if the Authority LENDER (including any person at any time employed by or serving as an officer or a member employee of the Authority, such persons hereinafter included in all references to the Authority in this SectionLENDER) should shall incur any such pecuniary liability, then in such event the Grantee even BORROWER shall indemnify and hold harmless the Authority LENDER (including any person at any time serving as an officer or employee of LENDER) against all claims by or on behalf of any person, firm or corporation, 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 Grantee XXXXXXXX releases LENDER and the Authority DCS (including any person at any time serving as an officer or employee of LENDER or DCS) from, agrees that the Authority LENDER (including any person at any time serving as an officer or employee of LENDER) shall not be liable for, and agrees to indemnify and hold the Authority LENDER (including any person at any time serving as an officer or employee of LENDER) harmless from, (i) any liability for any loss or damage to property or any injury to, or death of, any person that may be occasioned by any cause whatsoever pertaining to the Project, or (ii) any liabilities, losses or damages, or claims thereforethereof, arising out of the failure, or claimed failure of the Grantee BORROWER to comply with its it covenants contained in this Agreement, including, including in each such case, any attorneys' fees. The Grantee XXXXXXXX agrees to indemnify and hold the Authority LENDER (including any person at any time serving as an officer or employee of LENDER) harmless to the fullest extent permitted by law from any losses, costs, charges, expenses (including attorneys' feesfees except where and to the extent prohibited by law), judgments and liabilities incurred by it or them them, as the case may be, in connection with any action, suit or proceeding instituted or threatened in connection with the transaction contemplated by this Agreement. If any such claim is asserted, LENDER or any individual indemnified herein, as the case may be, will give prompt notice to BORROWER and BORROWER will assume the defense thereof, with full power to litigate, compromise or settle the same in XXXXXXXX's sole discretion provided, however, XXXXXX retains the right to employ separate counsel whose fees and expenses shall be borne by XXXXXXXX, it being understood that neither LENDER or its agent nor any indemnified individual will settle or consent to the settlement of the same without the written consent of XXXXXXXX. The obligation of the Grantee parties under this Section shall survive the termination of this Agreement.

Indemnity; Fees and Expenses. (a) The Grantee 7.8.1 BORROWER will indemnify and save harmless the State of Iowa, the Authority LENDER and its members, members of its Board of Directors, officers, employees, agents, elected officers and appointed officials, employees and successors and assigns the DCS from and against any and all obligations, losses, costsby 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, damages, deficiencies, demands, expenses and liabilities of any nature determine 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 carry out its 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 their obligations under this Agreement or any other Loan Documentlaw or contract applicable to said transaction.; (b) The Grantee 7.8.2 BORROWER will, upon demand, pay to LENDER or the Authority DCS the amount of any and all reasonable expenses, including the reasonable fees and expenses of its attorneys, their council and of any experts and agents, which the Authority LENDER may incur in connection with (i) the exercise or enforcement of any of the rights of the Authority LENDER hereunder, (ii) the failure by the Grantee BORROWER to perform or observe any of the provisions hereof, the collection of payments due under this Agreement, and (iii) the recovery of any proceeds misappropriated by the Grantee. The Grantee shall pay to the Authority any other reasonable expenses of LENDER or the DCS related to the Project or this Agreement financing (including reasonable attorneys' fees except where and to the extent prohibited by law) which are not otherwise expressly required to be paid by the Grantee BORROWER under the terms of this Agreement;. (c) The Grantee 7.8.3 BORROWER agrees to pay, as and if applicable, pay all appraisal fees, survey fees, recording fees, license and permit fees, fees and insurance premiums, taxes, charges, and assessments agrees to reimburse LENDER upon demand for all reasonable out-of-pocket expenses actually incurred by LENDER in connection with this Agreement or in connection with the Projecttransactions contemplated by this Agreement, including, but not limited to, any and all reasonable closing costs. It is the intention of the parties that the Authority LENDER shall not incur pecuniary liability by reason of (i) of the terms of this Agreement, (ii) or the undertakings required of the Authority LENDER hereunder, (iii) the performance of any act required of it by this Agreement or (iv) the performance of any act requested of it by BORROWER, including all claims, liabilities or losses a rising in connection with the Grantee. Accordinglyviolation of any statutes or regulations pertaining to the foregoing; accordingly, if the Authority LENDER (including any person at any time employed by or serving as an officer or a member employee of the Authority, such persons hereinafter included in all references to the Authority in this SectionLENDER) should shall incur any such pecuniary liability, then in such event the Grantee even BORROWER shall indemnify and hold harmless the Authority LENDER (including any person at any time serving as an officer or employee of LENDER) against all claims by or on behalf of any person, firm or corporation, 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 Grantee BORROWER releases LENDER and the Authority DCS (including any person at any time serving as an officer or employee of LENDER or DCS) from, agrees that the Authority LENDER (including any person at any time serving as an officer or employee of LENDER) shall not be liable for, and agrees to indemnify and hold the Authority LENDER (including any person at any time serving as an officer or employee of LENDER) harmless from, (i) any liability for any loss or damage to property or any injury to, or death of, any person that may be occasioned by any cause whatsoever pertaining to the Project, or (ii) any liabilities, losses or damages, or claims thereforethereof, arising out of the failure, or claimed failure of the Grantee BORROWER to comply with its it covenants contained in this Agreement, including, including in each such case, any attorneys' fees. The Grantee BORROWER agrees to indemnify and hold the Authority LENDER (including any person at any time serving as an officer or employee of LENDER) harmless to the fullest extent permitted by law from any losses, costs, charges, expenses (including attorneys' feesfees except where and to the extent prohibited by law), judgments and liabilities incurred by it or them them, as the case may be, in connection with any action, suit or proceeding instituted or threatened in connection with the transaction contemplated by this Agreement. If any such claim is asserted, LENDER or any individual indemnified herein, as the case may be, will give prompt notice to BORROWER and BORROWER will assume the defense thereof, with full power to litigate, compromise or settle the same in BORROWER's sole discretion provided, however, LENDER retains the right to employ separate counsel whose fees and expenses shall be borne by BORROWER, it being understood that neither LENDER or its agent nor any indemnified individual will settle or consent to the settlement of the same without the written consent of BORROWER. The obligation of the Grantee parties under this Section shall survive the termination of this Agreement.