Other Indemnity. (a) Borrower agrees to indemnify and hold harmless Agent, the Collateral Agent, each Lender and each of their respective officers, directors, agents and employees, and trustees and advisors of an Approved Fund, from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against Agent, the Collateral Agent, any Lender, any Issuing Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement, the Advances, the Term Loan Commitments, the Revolving Credit Commitments, the Letters of Credit, the use of proceeds of the Advances or Letters of Credit or the negotiation and preparation of documentation in connection herewith or therewith, whether or not Agent, the Collateral Agent, any Issuing Lender or such Lender is a party thereto; provided, however, that Borrower shall not be required to indemnify any such indemnified Person from or against any portion of such claims, damages, liabilities or expenses arising out of gross negligence or willful misconduct of such indemnified Person. The foregoing indemnification shall be binding on the Borrower forever, and shall survive repayment of the Obligations and the release of any liens under the Collateral Documents.
(b) Borrower hereby agrees to indemnify, defend and hold harmless Agent, the Collateral Agent, the Issuing Lenders and each Lender, and each of their respective officers, directors, employees and agents, and trustees and advisors of an Approved Fund, from and against any and all claims, losses, liabilities, damages and expenses (including, without limitation, reasonable attorneys’ fees), which may be incurred by or asserted against Agent, the Collateral Agent, the Issuing Lenders or any Lender or any such indemnified Person in connection with or arising out of any investigation, litigation or proceeding, or any action taken by any Person, with respect to any Hazardous Materials Claim arising out of or related to any of the Properties which are subject to a Lien in favor of the Collateral Agent as contemplated hereunder (including, without limitation, any Hazardous Materials Claim arising out of or relating to any (i) release of Hazardous Materials on, upon, under or into any such Properties or (ii) damage to real or personal property or natural resources and/or harm or injury to ...
Other Indemnity. Licensee is responsible and indemnifies and holds Licensor harmless for any and all losses, liability, or damages arising out of, or incurred in connection with, Licensee’s use or reproduction of the Software pursuant to this Agreement.
Other Indemnity. The Indemnitor shall continue to remain bound under the terms of this Agreement even though the Surety may have from time to time heretofore or hereafter, with or without notice to or knowledge of the Indemnitor , accepted or released other agreements of indemnity or collateral in connection with the execution or procurement of said Bonds, from the Indemnitor or others, it being expressly understood and agreed by the Indemnitor that any and all other rights which the Surety may have or acquire against the Indemnitor and/or others under any such other or additional agreements of indemnity or collateral shall be in addition to, and not in lieu of, the rights afforded the Surety under this Agreement.
Other Indemnity. SIXTEENTH: Contractors and Indemnitors shall continue to remain bound under the terms of this Agreement even though the Surety may have from time to time before or after the execution of this Agreement, with or without notice to or knowledge of Contractors and Indemnitors, accepted or released other agreements of indemnity or collateral in connection with the execution or procurement of the Bonds, from Contractors or Indemnitors or others, it being expressly understood and agreed by the Contractors and the Indemnitors that any and all other rights which the Surety may have or acquire against the Contractors and the Indemnitors and/or others under any such other or additional agreements of indemnity or collateral shall be in addition to, and not in lieu of, the rights afforded the Surety under this Agreement.
Other Indemnity. Each party shall indemnify and hold the other party, its Affiliates and sublicensees harmless from and against all Liabilities suffered or incurred in connection with third-party claims for personal injuries or any product recall to the extent caused by (a) any failure to test for or provide adequate warnings of adverse side effects to the extent such failure arises out of the negligence, recklessness or intentional misconduct in connection with the indemnifying party's preclinical or clinical testing obligations hereunder, (b) any manufacturing defect in any Product or any other material manufactured by the indemnifying party, its Affiliates or its sublicensees or (c) any other act or omission (without regard to culpable conduct) of the indemnifying party, its Affiliates or its sublicensees in connection with the activities contemplated under this Agreement; except in each case to the extent such Liabilities resulted from the negligence, recklessness or intentional misconduct of the other party.
Other Indemnity. TWELFTH: The Operator and the Indemnitors shall continue to remain bound under the terms of this Agreement even though the Bond Pool may have from time to time heretofore or hereafter, with or without notice to or knowledge of the Operator and the Indemnitors, accepted or released other agreements of indemnity or collateral in connection with the execution or procurement of said Bond, from the Operator or Indemnitors or others, it being expressly understood and agreed by the Operator and the Indemnitors that any and all other rights which the Bond Pool may have or acquire against the Operator and the Indemnitors and/or others under any such other or additional agreements of indemnity or collateral shall be in addition to, and not in lieu of, the rights afforded the Bond Pool under this Agreement.
Other Indemnity. Each party (the "Indemnifying Party") shall indemnify the other party (the "Indemnified Party") against any and all claims, losses, costs and expenses, including reasonable attorneys' fees, which the Indemnified Party may incur as a result of claims in any form by third parties arising from: (a) the Indemnifying Party's acts, omissions or misrepresentations, or (b) the violation of any third party proprietary right by the Indemnifying Party's domain name, software or any content provided by the Indemnifying Party for use on the Indemnified Party's servers. The Indemnified Party shall (i) give the Indemnifying Party notice of the relevant claim, (ii) cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in the defense of such claim, and (iii) give the Indemnifying Party the right to control the defense and settlement of any such claim, except that the Indemnifying Party shall not enter into any settlement that affects the Indemnified Party's rights or interest without the Indemnified Party's prior written approval. The Indemnified Party shall have the right to participate in the defense at its expense.
Other Indemnity. The addition to this Agreement of any Indemnitor, including any entities acquired after the date of execution of this Agreement, may be effected by written amendment executed by such lndemnitor only, notwithstanding any language herein to the contrary. The lndemnitors and Principals shall continue to remain bound under the terms of the Agreement, Other Agreements, and any other agreements containing indemnity obligations, even though the Surety may from time to time heretofore or hereafter, with or without notice to or knowledge of the lndemnitors and Principals, accept, release, or reduce any indemnity obligations or collateral of current or future lndemnitors and Principals for any reason. The lndemnitors and Principals expressly waive notice from the Surety of any such action and, furthermore, it is explicitly understood and agreed by the lndemnitors and Principals that any and all other rights which the Surety may have or acquire against the lndemnitors and Principals and/or others under any such agreements or additional agreements or collateral shall be in addition to, and not in lieu of, the rights afforded the Surety under this Agreement. No lndemnitor shall make any defense to the enforcement of this Agreement based on the execution of Other Agreements or related to the addition or the release of any Indemnitor, and each lndemnitor explicitly confirms its joint and several liability for Bonds issued by the Surety as provided in this Agreement. SEVENTEENTH: INVALIDITY – Invalidity of any provision of this Agreement by reason of the laws of any jurisdiction shall not render the other provisions hereof invalid. In case any of the parties set forth in this Agreement fail to execute the same, or in case the execution hereof by any of the parties be defective or invalid for any reason, including lack of authority to bind any party, such failure, defect or invalidity shall not in any manner affect the validity of this Agreement or the liability hereunder of any of the parties executing the same, but each and every party so executing shall be and remain fully bound and liable hereunder to the same extent as if such failure, defect or invalidity had not existed. Each party agrees to execute promptly any documentation necessary to cure any such failure, defect or invalidity. It is understood and agreed by the lndemnitors and Principals that the rights, powers, and remedies given the Surety under this Agreement shall be and are in addition to, and not in lieu...
Other Indemnity. The contractor shall also indemnify NISER (through Indemnity bond on format approved by NISER, before commencement of work/release of first bill) against any fine/penalty/ prosecution levied by any government authority for any violation of environment laws, safety norms, labour laws (like workmen compensation Act etc. in respect of workers engaged by the contractor), PF laws, health laws etc. which may occur in the process of carrying out of this work or at later stage. It will be the contractor's responsibility to ensure that relevant rules & regulations are fulfilled by him.
Other Indemnity. 22. The Indemnitors shall continue to remain bound under this Agreement even though the Surety may, from time to time and with or without notice to or knowledge of the Indemnitors, have heretofore accepted or released, or shall hereafter accept or release, other Agreements of indemnity or collateral in connection with the execution of the Bonds from the Indemnitors or from others.
