Common use of INDEMNITY; WAIVER Clause in Contracts

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, “

INDEMNITY; WAIVER. (a) The Pledgor agrees to indemnify, pay and hold harmless, the Collateral Agent and each other Secured Party and any of their Related Parties (each each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASESin all cases, WHETHER OR NOT CAUSED BY OR ARISINGwhether or not caused by or arising, IN WHOLE OR IN PARTin whole or in part, OUT OF THE COMPARATIVE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEEout of the comparative, or contributory negligence of such Indemnitee; provided, the 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, Indemnitee or (y) result from a claim brought by the Pledgor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Revolver Note Document, as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent that the undertakings to indemnify, pay and hold harmless set forth in this Section 12 may be unenforceable in whole or in part because they are violative of any Law law or public policy, the Pledgor shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Applicable Laws to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any Indemniteesof them. All amounts due under this Section 12(aclause (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, directors, trustees, officers, employees or other personnel, counsel, agents and advisors of such Person and of such Person’s Affiliates.

INDEMNITY; WAIVER. (a) The Pledgor agrees to indemnify, pay and hold harmless, the Collateral Agent and each other Secured Party and any of their Related Parties (each each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR West Maricopa Combine, Inc. Pledge and Security Agreement ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE COMPARATIVE, OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE; provided, the 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, Indemnitee or (y) result from a claim brought by the Pledgor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Revolver Note Document, as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent that the undertakings to indemnify, pay and hold harmless set forth in this Section 12 may be unenforceable in whole or in part because they are violative of any Law law or public policy, the Pledgor shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Applicable Laws to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any Indemniteesof them. All amounts due under this Section 12(aclause (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, directors, trustees, officers, employees or other personnel, counsel, agents and advisors of such Person and of such Person’s Affiliates.

INDEMNITY; WAIVER. (a) The Pledgor agrees to indemnify, pay and hold harmless, the Collateral Agent and each other Secured Party and any of their Related Parties (each each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR Global Water, LLC Pledge and Security Agreement ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE COMPARATIVE, OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE; provided, the 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, Indemnitee or (y) result from a claim brought by the Pledgor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Revolver Note Document, as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent that the undertakings to indemnify, pay and hold harmless set forth in this Section 12 may be unenforceable in whole or in part because they are violative of any Law law or public policy, the Pledgor shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Applicable Laws to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any Indemniteesof them. All amounts due under this Section 12(aclause (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, directors, trustees, officers, employees or other personnel, counsel, agents and advisors of such Person and of such Person’s Affiliates.

INDEMNITY; WAIVER. (a) The Pledgor agrees to indemnify, pay and hold harmless, the Collateral Agent and each other Secured Party and any of their Related Parties (each each, an “Indemnitee”), from and against any and all Indemnified Liabilities, IN ALL CASES, WHETHER OR NOT CAUSED BY OR Xxxxxx Xxxxx Resources, Inc. Pledge and Security Agreement ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE COMPARATIVE, OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNITEE; provided, the 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, Indemnitee or (y) result from a claim brought by the Pledgor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Revolver Note Document, as determined by a court of competent jurisdiction by final and nonappealable judgment. To the extent that the undertakings to indemnify, pay and hold harmless set forth in this Section 12 may be unenforceable in whole or in part because they are violative of any Law law or public policy, the Pledgor shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Applicable Laws to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any Indemniteesof them. All amounts due under this Section 12(aclause (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, directors, trustees, officers, employees or other personnel, counsel, agents and advisors of such Person and of such Person’s Affiliates.