Indemnity of Trustee. The Client/Beneficary hereby agrees to indemnify and hold harmless the Trustee against any and all losses, claims, damages, liabilities, attorneys’ fees (even if Trustee represents himself), and expenses, including any litigation arising from this Agreement or involving the subject matter hereof.
Indemnity of Trustee. The Company and the Bank (the "Indemnifying Parties") hereby jointly and severally indemnify and hold the Trustee harmless from and against any Liabilities (as defined in Section 9.2) to which the Trustee may become subject pursuant to, arising out of, occasioned by, or incurred in connection with or in any way associated with this Trust Agreement, unless such Liabilities result or arise from any act or omission constituting gross negligence or willful misconduct of the Trustee. If one or more Liabilities shall arise and the Indemnifying Parties fail to indemnify the Trustee as provided herein, then the Trustee may engage counsel of the Trustee's choice at the expense of the Indemnifying Parties, provided such expenses are reasonable; and provided further, the Trustee shall be entitled either to conduct the defense against such Liabilities or to conduct such actions as may be necessary to obtain the indemnity provided for herein, or to take both such actions. The Trustee shall notify the Indemnifying Parties of the name and address of such counsel before the Trustee has so engaged such counsel. If the Trustee shall be entitled to indemnification by the Indemnifying Parties, pursuant to this Section 9.1, as determined by a court of competent jurisdiction and the Indemnifying Parties shall not provide such indemnification upon demand, the Trustee may apply assets of the Trust Fund in full satisfaction of the obligations for indemnity by the Indemnifying Parties, and any legal proceeding by the Trustee against the Indemnifying Parties for such indemnification shall be in behalf of the Trust.
Indemnity of Trustee. The Trustee and its officers, directors, agents and employees, shall be indemnified by the Servicer and held harmless against any loss, liability, or expense (other than any amount owing pursuant to Section 9.7) arising out of or incurred in connection with the acceptance or performance of the trusts and duties contained in this Agreement including the costs and expenses of defending against any claim or liability in connection with the exercise or performance of any of its powers and duties hereunder to the extent that (i) the Trustee shall not have been indemnified for such loss, liability, or expense by the Seller pursuant to Section 6.1, the Servicer pursuant to Section 7.1, or the Certificateholders pursuant to Section 9.4; (ii) such loss, liability, or expense shall not have been incurred by reason of the Trustee's willful misfeasance, bad faith, or negligence (except for errors in judgment); and (iii) such loss, liability, or expense shall not have been incurred by reason of the Trustee's breach of its representations and warranties pursuant to Section 9.14.
Indemnity of Trustee. The Servicer shall indemnify the Trustee, including its officers, directors, employees and agents, for, and hold it harmless against any loss, liability, or expense incurred without willful misfeasance, negligence, or bad faith on its part, arising out of or in connection with the acceptance or administration of the Trust, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder. Additionally the Seller, pursuant to Section 7.2, shall indemnify the Trustee with respect to certain matters, the Servicer, pursuant to Section 8.2, shall indemnify the Trustee with respect to certain matters, and Certificateholders, pursuant to Section 10.3 shall, upon the circumstances therein set forth, indemnify the Trustee under certain circumstances. The provisions of this Section 10.6 shall survive the termination of this Agreement and the resignation or removal of the Servicer.
Indemnity of Trustee. The Company shall indemnify and hold harmless the Trustee from all claims, liabilities, losses, damages and expenses, including reasonable attorneys’ fees and expenses, incurred by the Trustee in connection with this Agreement, except as a result of the Trustee's violation of this Agreement or its own bad faith, negligence or willful misconduct. This provision shall survive the termination of this Agreement.
Indemnity of Trustee. 75 Section 10.7
Indemnity of Trustee. The Pledgor shall indemnify the Trustee, its officers, agents, employees and directors for, and to hold each such person harmless against any and all losses, liabilities or expenses incurred by it arising out of or in connection with the acceptance or administration of its duties under this Agreement, including the costs and expenses of enforcing this Agreement against the Pledgor or any other Person and investigating or defending itself against any claim (whether asserted by the Pledgor or any Holder of Senior Secured Notes or any other Person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense may be attributable to its negligence or bad faith. The Trustee shall notify the Pledgor promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Pledgor shall not relieve the Pledgor of its obligations hereunder. The Pledgor shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and, if Pledgor's counsel is not diligently prosecuting or defending the matter, or in the event that there may be a conflict between the positions of the Pledgor and Trustee in conducting the defense, the Pledgor shall pay the reasonable fees and expenses of such counsel. The Pledgor need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.
Indemnity of Trustee. The Corporation indemnifies and saves harmless the Trustee and its officers, directors, employees and agents from and against any and all liabilities, losses, costs, claims, actions or demands whatsoever brought against the Trustee which it may suffer or incur as a result of or arising out of the performance of its duties and obligations under this Indenture, including any and all legal fees and disbursements of whatever kind or nature, save only in the event of the negligent action, the negligent failure to act, or the wilful misconduct or bad faith of the Trustee. It is understood and agreed that this indemnification shall survive the termination or discharge of this Indenture or the resignation of the Trustee.
Indemnity of Trustee. The Company hereby indemnifies and holds harmless the Trustee and its officers from and against all reasonable costs, liabilities, expenses and disbursements (including reasonable legal fees and disbursements) that it might incur or to which it might have become subject in any action, suit or other similar legal proceeding that might be instituted against the Trustee arising from or out of any act, omission or error of the Trustee arising pursuant to this Indenture, provided that the Trustee acted in accordance with the standards set forth in Section 8.2 and that any such act, omission or error did not constitute negligence, wilful misconduct or bad faith on the part of the Trustee. This Section 8.12 shall survive the resignation or removal of the Trustee or the termination of this Indenture.
Indemnity of Trustee. The Grant Recipient hereby indemnifies the Trustee and the Trustee’s Indemnified Representatives (collectively the ‘Indemnified’) against any loss, liability, costs or expenses (including legal costs on a solicitor and own client basis) (‘Loss’) suffered or incurred by any of the Indemnified in connection with:
(a) any negligent act or omission by the Grant Recipient, its employees, directors and officers which relates to this Agreement, the performance of the Project or the receipt and use of the SIEF Funds;
(b) any breach of this Agreement by the Grant Recipient, or any of their Representatives;
(c) any personal injury (including death) or property damage caused by the negligent or unlawful act or omission of the Grant Recipient, its employees, directors or officers in the course of performing this Agreement or the Project;
(d) any warranty given by the Grant Recipient under this Agreement being false or misleading in any respect; or
(e) the exploitation of any Project IP by or with the licence or authority of the Grant Recipient. In relation to this indemnity:
(i) upon a party becoming aware of any claim or other circumstance that may give rise to the indemnity being enforced, that party must provide the other party with full details of the action, claim, proceeding and demand; and
(ii) it is not necessary for the Indemnified to incur expense or make payment before enforcing its right of indemnity. Before making any demand for performance of the indemnity, the Indemnified will allow the Grant Recipient such time as is reasonable in the circumstances to investigate the alleged liability and to negotiate a settlement of or to defend the action, claim proceeding or demand.
