Procedures Relating to Indemnification. (a) Indemnitor shall at -------------------------------------- its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section 2 above; (ii) pay or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of them, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Indemnity Agreement or the Borrower under the Deed of Trust. Indemnitor shall have no liability under this paragraph (a) unless the Agent shall, after receiving actual knowledge of any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to Indemnitor.
Appears in 2 contracts
Samples: Environmental Indemnity Agreement (Kilroy Realty Corp), Environmental Indemnity Agreement (Kilroy Realty Corp)
Procedures Relating to Indemnification. (a) Indemnitor shall at -------------------------------------- its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section 2 above; (ii) pay or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of them, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern matters arising under or within Section 2 above, undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Indemnity Agreement or the Borrower under the Deed of TrustMortgage. Indemnitor shall have no liability under this paragraph (a) unless the Agent Lender shall, after receiving actual knowledge of any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to Indemnitor.
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Procedures Relating to Indemnification. (a) Indemnitor shall at -------------------------------------- its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative admin istrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section 2 above; (ii) pay or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of them, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Indemnity Agreement or the Borrower under the Deed of Trust. Indemnitor shall have no liability under this paragraph (a) unless the Agent shall, after receiving actual knowledge of any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to Indemnitor.
Appears in 1 contract
Samples: Environmental Indemnity Agreement (Kilroy Realty Corp)
Procedures Relating to Indemnification. (a) Indemnitor Indemnitors shall at -------------------------------------- its their own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section 2 above; (ii) pay in or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of themthem for, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern Hazardous Substances undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor Indemnitors under this Indemnity Agreement; and (iv) reimburse Indemnitee or Indemnitees, as the case may be, for any and all expenses, including, but not limited to, all reasonable legal expenses arising out of or attributable to, the above acts or in connection with enforcing the rights of Indemnitees under this Agreement or in monitoring and participating in any action, proceeding, or litigation, subject to the Borrower under the Deed provisions of Trust. Indemnitor Section 6(b) below; provided, however, that Indemnitors shall have no liability under this paragraph (a) unless the Agent shall, after receiving actual knowledge of any suit, action not be required to indemnify Indemnitees from their own gross negligence or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to Indemnitorwillful misconduct.
Appears in 1 contract
Samples: Indemnity Agreement (Marriott Residence Inn Limited Partnership)
Procedures Relating to Indemnification. (a) Indemnitor shall at -------------------------------------- its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section SECTION 2 above; (ii) pay in or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of themthem for, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern Hazardous Substances undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Indemnity Agreement; and (iv) reimburse Indemnitee or Indemnitees, as the case may be, for any and all expenses, including, but not limited to, all reasonable legal expenses arising out of or attributable to, the above acts or in connection with enforcing the rights of Indemnitees under this Agreement or in monitoring and participating in any action, proceeding, or litigation, subject to the Borrower under the Deed provisions of Trust. Indemnitor shall have no liability under this paragraph (aSECTION 5(B) unless the Agent shall, after receiving actual knowledge of any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to Indemnitorbelow.
Appears in 1 contract
Samples: Environmental Indemnity Agreement (Arden Realty Inc)
Procedures Relating to Indemnification. (a) Indemnitor shall Indemnitors shall, at -------------------------------------- its their own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within indemnified against in Section 2 above3 above (an “Indemnified Matter”); (ii) pay in or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, any Indemnitees in any such suit, action, or other legal or administrative proceedingsproceedings as to any Indemnified Matter; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, Indemnitees for the cost of, or for any payment made by any of them, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern Contaminants undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, Indemnitees arising out of the obligations of Indemnitor Indemnitors under this Indemnity Agreement or any Indemnified Matter; and (iv) reimburse Indemnitees for any and all reasonably necessary expenses, including, but not limited to, legal expenses, arising out of or attributable to, any Indemnified Matter or in connection with enforcing the Borrower under the Deed rights of Trust. Indemnitor shall have no liability Indemnitees under this paragraph (a) unless the Agent shallAgreement or in monitoring and participating in any action, after receiving actual knowledge of proceeding, or litigation as to any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to IndemnitorIndemnified Matter.
Appears in 1 contract
Samples: Environmental Indemnity Agreement (Nevada Gold & Casinos Inc)
Procedures Relating to Indemnification. (a) Indemnitor shall at -------------------------------------- its own cost, expense, and risk: (i) defend all suits, actions, or other legal or administrative proceedings that may be brought or instituted against an Indemnitee or Indemnitees, as the case may be, on account of any matter or matters arising under or within Section SECTION 2 above; (ii) pay in or satisfy any judgment or decree that may be recorded against an Indemnitee or Indemnitees, as the case may be, in any such suit, action, or other legal or administrative proceedings; and (iii) reimburse Indemnitee or Indemnitees, as the case may be, for the cost of, or for any payment made by any of themthem for, with respect to any reasonable expenses incurred in connection with the Material of Environmental Concern Hazardous Substances undertaken as a result of any demands, causes of actions, lawsuits, proceedings, or any other claims threatened, made, or brought against any Indemnitee or Indemnitees, as the case may be, arising out of the obligations of Indemnitor under this Indemnity Agreement; and (iv) reimburse Indemnitee or Indemnitees, as the case may be, for any and all expenses, including, but not limited to, all reasonable legal expenses arising out of or attributable to, the above acts or in connection with enforcing the rights of Indemnitees under this Agreement or in monitoring and participating in any action, proceeding, or litigation, subject to the Borrower under the Deed provisions of Trust. Indemnitor shall have no liability under this paragraph (aSECTION 5(b) unless the Agent shall, after receiving actual knowledge of any suit, action or proceeding for which Indemnitees may seek indemnification under this paragraph (a), have given reasonable written notice thereof to Indemnitorbelow.
Appears in 1 contract
Samples: Environmental Indemnity Agreement (Arden Realty Inc)