Indemnity; Waiver. (a) Pledgor agrees to indemnify, pay and hold harmless, the Collateral Agent and each other Secured Party and any of their Related Parties (each an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE; provided, Pledgor shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (x) arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and nonappealable judgment, of that Indemnitee, or (y) result from a claim brought by Pledgor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Revolver Document, as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent the undertakings to indemnify, pay and hold harmless in this Section 12 may be unenforceable in whole or in part because they are violative of any Law or public policy, Pledgor shall contribute the maximum portion it is permitted to pay and satisfy under applicable Laws to the payment and satisfaction of all Indemnified Liabilities incurred by any Indemnitees. All amounts due under this Section 12(a) shall be payable promptly after demand therefor. For purposes hereof, “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, managers, directors, trustees, officers, employees or other personnel, counsel, agents and advisors of such Person and of such Person’s Affiliates.
Indemnity; Waiver. 12.1.1 Tenant shall indemnify and hold harmless Landlord from and against any and all fines, suits, proceedings, claims, demands and actions of any kind or nature of anyone whomsoever, including, without limitation, any accident, injury or damage to any person or property, arising out of, occasioned by or in any way connected with the occupation or use of the Premises by Tenant or anyone claiming by, through, or under Tenant, or arising out of the breach of any covenant or condition hereof to be performed on the part of Tenant, except to the extent any such fines, suits, claims, demands, etc. are caused by the negligence or willful misconduct of Landlord, its employees, agents or contractors.
12.1.2 Landlord shall indemnify and hold harmless Tenant from and against any and all fines, suits, proceedings, claims, demands and actions of any kind or nature of anyone whomsoever, arising out of any accident, injury or damage to any person or property, and caused by Landlord or its agents or contractors.
12.1.3 Landlord shall not be responsible or liable for any damage or injury to any property, fixtures, merchandise or decorations or to any person or persons at any time on the Premises from steam, gas, electricity or from water, rain or snow, whether the same may leak into, issue or flow from any part of the Building on the Premises or from pipes or plumbing of the same, or from any other place or quarter, except to the extent caused by the negligence or willful misconduct of Landlord or its agents, subject to the Section 12.3; nor shall Landlord be in any way responsible or liable in case of any accident or injury including death to any of Tenant’s servants, employees, agents, or to any person or persons in or about the Premises, except to the extent caused by Landlord’s or its agents’ negligence or willful misconduct subject to Section 12.3.
Indemnity; Waiver. (a) Tenant shall indemnify and hold Landlord harmless from any and all demands, claims, causes of action, liabilities, judgments, fines and expenses (including, without limitation, reasonable attorney's fees) incurred or suffered by Landlord by reason of any breach of this Lease (beyond applicable grace and cure periods) by Tenant or Tenant's employees, agents or invitees of any covenant or provision of this Lease.
(b) Landlord has no knowledge of any present violations of applicable federal, state, or local laws and regulations, including all laws related to toxic hazardous waste and hereby agrees to indemnify and hold harmless Tenant from liability for any such hazardous waste existing prior to Tenant's occupancy of the Premises. The Tenant shall comply with all applicable federal, state, and local laws and regulations, including but not limited to the Federal Water Pollution Control Act, 33 U.S.C. ss.1251, et seq., the Oil Pollution Act, 33 U.S.C. ss.2701 et seq., the Clean Air Act, 42 U.S.C. ss.7401, et seq., the Resource Conservation and Recovery Act, 42 U.S.C. ss.6901, et seq., and the Comprehensive Environmental Response, Control, and Liability Act, 42 U.S.C. ss.9601, et seq., as subsequently amended. Prior to the date that is thirty (30) days from the date hereof, Landlord agrees, as a material condition of this Lease, to provide Tenant with an environmental assessment of the Premises, in form and substance satisfactory to Tenant, certified by a third-party environmental consultant licensed to practice in the State of Colorado and reasonably acceptable to Tenant, which report shows to Tenant's satisfaction that the Premises are free and clear of Hazardous Materials and the Premises are not in violation of any environmental laws, rules, regulations or enactments (the "Environmental Assessment"). In the event Landlord is unable to timely deliver such report, Tenant shall be entitled to terminate this Lease upon written notice to Landlord delivered no later than July 1, 1999. The Tenant shall indemnify, defend, and hold the Landlord harmless for any violations incurred under any such laws and regulations or for any costs, damages, claims, liabilities, and judgments to the extent arising from past, present, and future acts or omissions of the Tenant in connection with the use and/or occupancy authorized by the Lease or other acts of Tenant or its agents. This indemnification and hold harmless agreement includes, but is not limited to, acts and omission...
Indemnity; Waiver. Except for Landlord’s gross negligence or willful misconduct, Tenant shall indemnify, protect, defend and hold harmless the Premises, Landlord and its members, managers, officers, directors, employees, representatives, agents, partners, lenders, and successors and assigns, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Tenant or anything occurring on or at the Premises, and/or any breach of this Lease by Tenant. If any action or proceeding is brought against Landlord by reason of any of the foregoing matters, Tenant shall upon notice defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not have first paid any such claim in order to be defended or indemnified. The foregoing indemnity shall survive the expiration or earlier termination of this Lease. Notwithstanding the negligence or breach of this Lease by Landlord or its agents, neither Landlord nor its members, managers, officers, directors, employees, representatives, agents, partners, lenders, or successors and assigns shall be liable under any circumstances for: (i) injury or damage to the person or goods, wares, merchandise or other property of Tenant or its employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the building of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Landlord or from the failure of Landlord or its agents to enforce the provisions of any other lease in the Building, or (iii) injury to Tenant’s business or for any loss of income or profit therefrom. Instead, it is intended that Tenant’s sole recourse in the event of such damages or injury be to file a claim on the insurance policies that Tenant is required to maintain pursuant to the provis...
Indemnity; Waiver. The USER further agrees and warrants that the USER and any member of the USER’s party (including: guests, caterers, musicians, performers, drivers, etc.) shall indemnify and hold harmless the COMMONS, its Board of Directors, all its employees and the Facility building owners (Madrona Presbyterian, Seattle Presbytery) from any and all loss, theft, injury, expenses, damage claim, legal action, or any other type of liability whatsoever, including court costs and attorneys’ fees that may arise out of the use of the Facility.
Indemnity; Waiver. (a) Pledgor agrees to indemnify, pay and hold harmless, the Collateral Agent and each other Secured Party and any of their Related Parties (each an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE; provided, Pledgor shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (x) arise from the gross negligence or willful misconduct, as determined by a court of competent jurisdiction by final and nonappealable judgment, of that Indemnitee, or (y) result from a claim brought by Pledgor against an Indemnitee for breach
Indemnity; Waiver. In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent, Lead Arranger and Lenders, and the officers, directors, employees, counsel, agents, representatives, advisors and Affiliates of Administrative Agent, each Co-Syndication Agent, each Co-Documentation Agent, Lead Arranger and Lenders (collectively called the “Indemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee as determined by a final judgment of a court of competent jurisdiction.
Indemnity; Waiver. Licensee shall not permit any mechanic’s, materialman’s or other liens to be placed upon or against the Storage Space or the real estate upon which the Storage Space is located. If any such lien is filed, Licensor, at Licensor’s election, may pay and satisfy the lien, in which event the sums so paid by Licensor shall be due and payable by Licensee immediately upon written demand from Licensor. Licensee agrees to defend, indemnify and hold harmless Licensor from any and all loss, cost, injury claims, actions, damages, expenses or liens resulting, directly or indirectly, from (a) Licensee’s exercise of rights granted under this License Agreement, (b) the breach of the aforesaid representation, warranty and covenant or default on the part of Licensee in the performance of its obligations hereunder, (c) any act, neglect, or omission of Licensee, and Licensee’s agents, contractors, officers, employees. Licensor shall not be liable to Licensee, its agents, servants, employees, customers or invitees for any injury to persons or damage to property in the Storage Space. Licensor and Licensee waive any rights each may have against the other from any risk generally covered by fire and extended coverage and, on behalf of their insurance companies, waive any right of subrogation which such insurer may have against the parties hereto. The foregoing provisions expressly exclude any agreement of Licensee to indemnify or waive claims against Licensor or its employees or agents due to negligence in the operation or maintenance of the Building. Licensee’s agreements and obligations under this Section shall survive the expiration or early termination of this Storage License Agreement.
Indemnity; Waiver. 2.1. Subject to the terms of this Schedule 2, a PCI Level 3 or Level 4 Customer who subscribes to a Solution may benefit from certain waivers from Elavon of Elavon’s rights under this Agreement regarding indemnification by the Customer as follows (each of the following paragraphs 2.1.1 to
Indemnity; Waiver. Organization will indemnify and save harmless the City of Blue Ash from and against all losses, claims, actions, damages, liability and expenses (including costs for legal representation and out of pocket expenses incurred by the municipality) in connection with any action or defense arising from or in connection with the use of , or presence in, the Blue Ash Sport Center by Organization, any person invited or allowed into the facility by Organization, or any person for whom they are responsible. Organization waives any and all claims against, releases from liability and agrees not to xxx the City of Blue Ash, its officers, employees, agents and representatives, for any personal injury, death, property damage or any other loss sustained by Organization or for which they may be responsible arising out of, or in connection with Organization’s use of or presence in the Blue Ash Sport Center.
