Common use of Indemnity Obligation Clause in Contracts

Indemnity Obligation. The Borrower agrees to indemnify and hold harmless each Lender, the Security Trustee, the Administrative Agent, General Electric Capital Corporation under the Restructure Letter and their respective successors, assigns, directors, officers, employees and agents (hereinafter in this Section 5.5 referred to individually as an "Indemnitee," and collectively as "Indemnitees") on an after-tax basis against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, suits, judgments and any and all costs and expenses (including reasonable attorneys' fees, disbursements and other charges) (for the purposes of this Section 5.5 the foregoing are collectively called "Losses") of whatsoever kind and nature imposed on, asserted against or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or by reason of any investigation, litigation, or other proceedings (including any threatened investigation, litigation or other proceedings) relating to the Mortgage or the exercise or enforcement by the Security Trustee of any of the terms, rights, or remedies thereunder, or in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of the Laws of any country, state or other governmental authority with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), (ii) Taxes, reserve requirements or similar regulatory requirements imposed by banking authorities except as otherwise provided in Sections 5.1, 5.2, 5.3 and 5.4 hereof, (iii) breaches by such Indemnitee of any Transaction Document to which it is a party or (iv) to the extent attributable to the failure of any Transaction Agent to distribute funds received and distributable by it in accordance any such Transaction Documents). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemnitee.

Indemnity Obligation. The Subject to Section 7.03(b), whether or not the transactions contemplated hereby are consummated, the Borrower agrees to shall indemnify and hold harmless the Lender and each Lender, the Security Trustee, the Administrative Agent, General Electric Capital Corporation under the Restructure Letter and their of its respective successors, assignsofficers, directors, officersemployees, employees counsel, agents and agents attorneys-in-fact (hereinafter in this Section 5.5 referred to individually as each, an "Indemnitee," and collectively as "IndemniteesIndemnified Person") on an after-tax basis harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, claims, demands, actions, suits, judgments costs, charges, expenses and disbursements (including, without limitation, Attorney Costs) of any and all costs and expenses kind or nature whatsoever which may at any time (including reasonable attorneys' fees, disbursements and other chargesat any time following repayment of the Loans) (for the purposes of this Section 5.5 the foregoing are collectively called "Losses") of whatsoever kind and nature be imposed on, incurred by or asserted against or incurred or suffered by any of the Indemnitees in any way relating to, or arising out of, or by reason of any investigation, litigation, or other proceedings (including any threatened investigation, litigation or other proceedings) relating to the Mortgage or the exercise or enforcement by the Security Trustee of any of the terms, rights, or remedies thereunder, or such Indemnified Person in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return this Agreement or other dispositionany document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, any investigation, litigation or proceeding (including any bankruptcy, insolvency proceeding or appellate proceeding) related to or arising out of this Agreement, or any other Project Documents or the Loans or the use of the Collateral (including latent proceeds thereof or other defectsany Environmental Claim relating to the Borrower or the Project or arising out of the use of the Power Plant or Site or any actual or alleged presence of Hazardous Materials on, under or at the Power Plant or Site, whether or not discoverable)any Indemnified Person is a party thereto (all the foregoing, collectively, the violation of "Indemnified Liabilities"); provided, that the Laws of Borrower shall have no obligation hereunder to any country, state or other governmental authority Indemnified Person with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such Losses to the extent incurred by reason of (i) Indemnified Liabilities resulting solely from the gross negligence or willful misconduct of such Indemnitee or Indemnified Person. The agreements in this Section shall survive payment of all amounts due under this Agreement. The Lender and each other Indemnified Person shall (1) use its reasonable efforts to, upon its becoming aware of any related Indemnitee (as defined belowevent which may result in the Borrower being required to perform any of its obligations under this Section 7.03(a), promptly notify the Borrower (ii) Taxes, reserve requirements or similar regulatory requirements imposed by banking authorities except as otherwise provided in Sections 5.1, 5.2, 5.3 and 5.4 hereof, (iii) breaches by such Indemnitee that failure to so notify shall not mitigate the obligations of any Transaction Document to which it is a party or (iv) to the extent attributable to the failure of any Transaction Agent to distribute funds received and distributable by it in accordance any such Transaction DocumentsBorrower hereunder). For purposes of subclause (i) above, an Indemnitee shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemnitee.,

Indemnity Obligation. The Borrower agrees Subject to the provisions of this Agreement, including without limitation this Article XI and Article XII: (a) Each of TEPPCO and Dreyfus shall indemnify and hold harmless each Lenderthe other Party, its Affiliates and the Security Trustee, the Administrative Agent, General Electric Capital Corporation under the Restructure Letter and their respective successors, assignsofficers, directors, officersshareholders, employees agents, employees, representatives, successors and agents assigns of each of them (hereinafter in this Section 5.5 said Persons being sometimes referred to individually as an "Indemnitee," and collectively as "Party Indemnitees") on an after-tax basis against in respect of any and all liabilitiesLosses, obligationsrelating to matters reasonably incurred by such other Party to the extent arising from each and all of the following: (i) any breach of a representation or warranty made by such Party in this Agreement or any Schedule or Exhibit attached hereto or delivered pursuant hereto; or (ii) the material breach of any covenant, lossesagreement or obligation of such Party or its Affiliates contained in this Agreement or any Schedule or Exhibit hereto, damages, penalties, claims, demands, actions, suits, judgments the Organizational Agreements or any other instrument contemplated by this Agreement. (b) TEPPCO shall indemnify and hold harmless Dreyfus and its Party Indemnitees in respect of any and all costs and expenses Losses relating to matters reasonably incurred by such parties to the extent arising from: (including reasonable attorneys' fees, disbursements and i) any Liens against the TEPPCO Assets other chargesthan the Permitted Encumbrances or Liens resulting from borrowings for Discretionary Capital Expenditures; or (ii) (for x) any actual or alleged release of any Hazardous Materials on or from the purposes TEPPCO Assets, (y) any Environmental Liability related to the TEPPCO Assets, or (z) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing; provided that such indemnity shall not, as to any indemnitee, be available to the extent that such Losses are a result of the acts or omissions of Dreyfus or its Party Indemnitees; and provided further, that the indemnification obligations of this Section 5.5 11.1(b)(ii) shall apply only for Losses resulting from events specified in clauses (x), (y) and (z) above which occurred during the foregoing are collectively called "Losses"Term. (c) of whatsoever kind and nature imposed on, asserted against or incurred or suffered Amounts covered by any of the Indemnitees in any way relating to, or arising out of, or by reason of any investigation, litigation, insurance or other proceedings (including any threatened investigationproceeds, litigation reimbursements or other proceedings) relating to the Mortgage or the exercise or enforcement contributions paid by the Security Trustee Persons not Affiliates of any of the terms, rights, or remedies thereunder, or Parties shall not be included in any way relating to or arising out of the manufacture, ownership, ordering, purchase, delivery, control, acceptance, lease, possession, operation, condition, sale, return or other disposition, or use of the Collateral (including latent or other defects, whether or not discoverable), the violation of the Laws of any country, state or other governmental authority with respect to or arising otherwise in connection with the Collateral, or any tort (including claims arising or imposed under the doctrine of strict liability, or for or on account of injury to or the death of any Person (including any Indemnitee), or property damage) with respect to or arising otherwise in connection with the Collateral (but excluding any such determining Losses to hereunder. To the extent incurred by reason of (i) the gross negligence or willful misconduct of such Indemnitee or any related Indemnitee (as defined below), (ii) Taxes, reserve requirements or similar regulatory requirements imposed by banking authorities except as otherwise provided in Sections 5.1, 5.2, 5.3 amounts are included under this Section 11.1 and 5.4 hereof, (iii) breaches are later reimbursed by such Indemnitee of any Transaction Document to which it is a party or (iv) to the extent attributable to the failure of any Transaction Agent to distribute funds received non-Affiliates, equitable adjustments and distributable by it in accordance any such Transaction Documents). For purposes of subclause (i) above, an Indemnitee repayments shall be considered a "related" Indemnitee with respect to another Indemnitee if such Indemnitee is an Affiliate or employer of such other Indemnitee or a director, officer, employee or agent of such other Indemnitee, or a successor or assignee of such other Indemniteemade.