Issuer Indemnification. Folio agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Folio Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Folio, any Affiliate of Folio or the Services, insofar as the Action arises out of or is based upon (a) the Folio Site; (b) any misstatement or statement about Folio provided by Folio to the Issuer; (c) any breach or alleged breach of any of Folio’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Folio to any third party regarding the use of the Folio Site; and (e) infringement or misappropriation by Folio of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Folio shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise. Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Folio in writing of such claim or of the commencement of such Action, and Folio, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Folio and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Folio, in addition to local counsel. If t...
Issuer Indemnification. Subscriber agrees to, severally and not jointly with any other accredited investor that is a party to the Other Subscription Agreements, indemnify and hold harmless the Issuer, each person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of the Issuer within the meaning of Rule 405 under the Securities Act, and each underwriter pursuant to the applicable underwriting agreement with such underwriter, and each broker, placement agent or sales agent to or through which Subscriber effects or executes the resale of any Acquired Shares (collectively, the “Issuer Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) incurred by the Issuer directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers Registrable Securities of Subscriber (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein of a material fact necessary in order to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made), not misleading, insofar as the same are caused by or contained in any information or affidavit so furnished in writing to the Issuer by Subscriber expressly for use therein. Notwithstanding the foregoing, Subscriber’s indemnification obligations under this Section 5(f), in the aggregate, will not exceed the Purchase Price.
Issuer Indemnification. The Issuer shall indemnify and hold harmless the Servicer (but solely from the amounts to be distributed as set forth in Sections 12.02(d)(xviii), 12.02(e)(xiv) and 12.03(d)(ii) of the Indenture) from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim, which arises out of the Servicer's activities hereunder; provided, however, that the Issuer shall not indemnify the Servicer if the Servicer's activities constituted fraud, willful misconduct, negligence (which includes negligence with respect to the duties of the Servicer which are explicitly set forth in this Agreement) or breach of fiduciary duty by the Servicer for any amounts for which the Servicer is obligated to indemnify the Issuer or other Persons pursuant to Section 5.01 hereof.
Issuer Indemnification. The Company agrees to indemnify the Purchasers and the Noteholders, each of their Affiliates, and each of their respective partners, controlling persons, directors, officers, trustees, employees, Advisors and agents (each such person being called a “Purchaser Indemnitee”) against, and to hold each Purchaser Indemnitee harmless from, any and all losses, claims, damages (other than special, indirect, consequential or punitive damages), liabilities, penalties, judgments, suits and related reasonable out-of-pocket expenses, including reasonable counsel fees, charges and disbursements, incurred by or asserted against any Purchaser Indemnitee arising out of, in any way connected with, or as a result of (i) the execution, delivery or performance by the Company of the Financing Documents, (ii) any actual or proposed use of the proceeds of the Notes, (iii) any actual or alleged presence or Release or threatened Release of Hazardous Materials, on, at, under or from any property owned, leased or operated by the Company or any of its Subsidiaries at any time, or any Environmental Claim related in any way to the Company or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory; provided that such indemnity shall not, as to any Purchaser Indemnitee, be available to the extent that such losses, claims, damages, liabilities, penalties, judgments, suits or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted (x) from a material breach by such Purchaser Indemnitee of its obligations under the Financing Documents, or (y) primarily from the gross negligence or willful misconduct of such Purchaser Indemnitee or its agents or representatives. No Purchaser Indemnitee referred to in this paragraph (b) shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Financing Documents or the transactions contemplated hereby or thereby.
Issuer Indemnification. The Issuer shall indemnify and hold harmless the Servicer and the Subservicer (but solely from the amounts to be distributed as set forth in Sections 12.02(d)(xiv) and 12.03(d)(ii) of the Indenture) from and against any loss, liability, expense, damage or injury suffered or sustained by the Servicer or the Subservicer, including but not limited to any judgment, award, settlement, reasonable attorneys' fees and other costs and expenses incurred in connection with the defense of any actual or threatened
Issuer Indemnification. SCM agrees to indemnify the Issuer, the Company, any of their respective affiliates, directors, officers, employees, agents and controlling persons (each such person being a “Issuer Indemnified Party”) from and against any and all Damages incurred by any Issuer Indemnified Party in connection with the investigation of, preparation for, and defense of any pending or threatened Claim, whether or not such Issuer Indemnified Party is a party, to which such Issuer Indemnified Party may become subject insofar as such Damages arising out of or are based upon: (i) any (1) untrue statement or alleged untrue statement of material fact contained in any Offering Documents or (2) omission or alleged omission of a material fact required to be stated in any Offering Documents or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, that, in each case described in this clause (i) to the extent, but only to the extent, that such untrue statement or alleged untrue statement of material fact or omission or alleged omission of a material fact was made in reliance upon and in conformity with information that was furnished to the Issuer by SCM in writing specifically for use with reference to SCM in the Offering Documents; (ii) any material breach by SCM of applicable securities laws or regulations (other than as a result of a material breach by the Issuer of its obligations hereunder); (iii) any breach by SCM of any term, condition, representation, warranty, or covenant of this Agreement; or (iv) any negligent action or omission by or on behalf of any SCM Indemnified Parties in connection with the performance of its duties under this Agreement; provided, however, that SCM shall not provide any such indemnification to the extent it has been determined by a court of competent jurisdiction that such Losses resulted from the Issuer’s fraud, willful misfeasance, gross negligence, or material breach of a representation, warranty or covenant herein.
Issuer Indemnification. Each of the Issuer and Penn West jointly and severally agrees to indemnify and hold harmless the Underwriters, the directors, officers, partners, employees and agents of the Underwriters and each person, if any, who (i) controls an Underwriter within the meaning of Alberta Securities Laws or Section 15 of the Securities Act or Section 20 of the Exchange Act, or (ii) is controlled by or is under common control with an Underwriter (an “Underwriter Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all investigative, legal and other expenses reasonably incurred in connection with, and any and all amounts paid in settlement, provided that any such settlement is effected with the written consent of the Issuer (in accordance with this Section 9.1) of, any action, suit or proceeding between any of the indemnified parties and any indemnifying parties or between any indemnified party and any third party, or otherwise, or any claim asserted), as and when incurred, to which an Underwriter, or any such person, may become subject under Securities Laws, the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (i) any untrue statement or alleged untrue statement of a material fact contained in the Canadian Prospectus, the U.S. Prospectus or any amendment or supplement thereto, or in any other material or document filed under any applicable securities laws or delivered by or on behalf of the Issuer or Penn West or pursuant to this Agreement or (ii) the omission or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading; provided, however, that the indemnity contained in this Section 9.1 shall not apply to the extent that such loss, claim, liability, expense or damage arises from the sale of the Placement Securities pursuant to this Agreement and is caused directly or indirectly by an untrue statement or omission made in reliance on and in conformity with information relating to an Underwriter and furnished in writing to the Issuer or Penn West by an Underwriter expressly for inclusion in any of the Canadian Prospectus or the U.S. Prospectus or any amendment or supplement thereto or any other material or document filed under any ...
Issuer Indemnification. There is hereby added to Section 15 of the Loan Agreement a new sentence, which shall be inserted immediately before the penultimate sentence of that Section and shall read in its entirety as follows: TO THE FULLEST EXTENT NOT PROHIBITED BY LAW, BORROWER SHALL INDEMNIFY THE AGENT (INCLUDING THE AGENT WHEN ACTING AS ISSUER OF LETTERS OF CREDIT), EACH LENDER AND EACH OF THEIR RESPECTIVE AFFILIATES FROM, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, COSTS, EXPENSES, CLAIMS OR DAMAGES TO WHICH ANY OF THEM MAY BECOME SUBJECT, REGARDLESS OF AND INCLUDING LOSSES, LIABILITIES, COSTS, EXPENSES, CLAIMS AND DAMAGES ARISING FROM THE SOLE, ORDINARY OR CONTRIBUTORY NEGLIGENCE OF THE AGENT, ANY LENDER OR ANY OTHER INDEMNIFIED PERSON, IN CONNECTION WITH THE EXECUTION AND DELIVERY OR TRANSFER OF OR PAYMENT OR FAILURE TO PAY UNDER ANY LETTER OF CREDIT, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS OR EXPENSES WHICH THE AGENT, OR SUCH OTHER INDEMNIFIED PERSON, AS THE CASE MAY BE, MAY INCUR (WHETHER INCURRED AS A RESULT OF ITS OWN NEGLIGENCE OR OTHERWISE) BY REASON OF OR IN CONNECTION WITH THE FAILURE OF ANY OTHER LENDER (WHETHER AS A RESULT OF ITS OWN NEGLIGENCE OR OTHERWISE) TO FULFILL OR COMPLY WITH ITS OBLIGATIONS TO THE AGENT OR ANY LENDER, AS THE CASE MAY BE, WITH RESPECT TO SUCH LETTER OF CREDIT HEREUNDER (BUT NOTHING HEREIN CONTAINED SHALL AFFECT THE RIGHTS THE COMPANY MAY HAVE AGAINST SUCH DEFAULTING LENDER); BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES, CLAIMS, DAMAGES, COSTS OR EXPENSES INCURRED BY SUCH INDEMNIFIED PERSON BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY TO BE INDEMNIFIED.
Issuer Indemnification. Subject to and without limiting any rights of the Issuer under the Asset Purchase Agreements or any other Basic Document, the Issuer agrees to indemnify and hold harmless the Manager and each of the Manager's Group Members (each, a "Manager Indemnified Party") against and from any and all loss, liability, suits, claims, costs, damages, and expenses (including reasonable and documented attorneys' fees and disbursements) related to the acts and omissions of the Manager in providing the Services to the extent under and in accordance with the terms of this Agreement or as otherwise specifically required to be borne by Manager pursuant to the terms of this Agreement; provided that the Issuer shall have no duty to indemnify the Manager Indemnified Parties (x) to the extent the foregoing result from the fraud, negligence, or willful misconduct of any Manager Indemnified Party, (y) in respect of any cost or expense for which the Manager is already compensated through payment of the Management Fee or other cost and expense reimbursement pursuant to the provisions of this Agreement, or in respect of any Non-Reimbursable Expenses, or (z) in respect of any loss, liability, suit, claim, cost, damage, or expense for which Manager is required to indemnify an Issuer Group Member in accordance with Section 14(b) or pursuant to any other Basic Document.
Issuer Indemnification. Issuer agrees to indemnify, defend, and hold harmless Purchasers and each Affiliate of either of the Purchasers (a "Purchasers' Indemnified Person") from, against, and in respect of any and all claims, demands, losses, reasonable costs and expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and reasonable attorneys' fees (collectively, "Claims"), that such Purchasers' Indemnified Party shall incur or suffer, which arise, result from, or relate to (a) any breach of, or failure by Issuer to perform, any of its representations, warranties, covenants, or agreements in this Agreement or in any schedule, certificate, exhibit, or other instrument furnished or to be furnished by Issuer in connection with the transactions contemplated by this Agreement, or in the Charter of Issuer or (b) any claims of any applicable Governmental Authority or other Person arising under any Governmental Requirement (including without limitation any Environmental Law or regulation under ERISA). WITHOUT LIMITATION, THE FOREGOING INDEMNITY SHALL APPLY TO EACH PURCHASER INDEMNIFIED PERSON WITH RESPECT TO LOSSES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE CONCURRENT OR COMPARATIVE NEGLIGENCE OR THE STRICT LIABILITY OF SUCH PURCHASER INDEMNIFIED PERSON; PROVIDED, HOWEVER, NO PURCHASER INDEMNIFIED PARTY SHALL BE INDEMNIFIED FOR ITS OWN NEGLIGENCE OR WILFUL MISCONDUCT.
