Release and Indemnification Covenants Sample Clauses
Release and Indemnification Covenants. (a) The Company shall and hereby agrees to indemnify and save the Issuer and the Trustee harmless against and from all expenses, damages and claims by or on behalf of any person, firm, corporation or other legal entity arising from the conduct or management of, or from any work or thing done on, the Project, or any reason whatsoever in connection with the Project and/or the Bonds, including without limitation, (i) any condition of the Project, (ii) any breach or default on the part of the Company in the performance of any of its obligations under this Agreement, (iii) any act or negligence of the Company or of any of its agents, contractors, servants, employees or licensees or (iv) any act or negligence of any assignee or lessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Company. The Company shall indemnify and save the Issuer and the Trustee harmless from any such claim arising as aforesaid, or in connection with any action or proceeding brought thereon, and upon notice from the Issuer or the Trustee, the Company shall defend them or either of them in any such action or proceeding.
(b) Notwithstanding the fact that it is the intention of the parties hereto that the Issuer shall not incur any pecuniary liability by reason of the terms of this Agreement or the undertakings required of the Issuer hereunder, by reason of the issuance of the Bonds, by reason of the execution of the Indenture or by reason of the performance of any act requested of the Issuer by the Company, including all claims, liabilities or losses arising in connection with the violation of any statutes or regulation pertaining to the foregoing; nevertheless, if the Issuer should incur any such pecuniary liability, then in such event the Company shall indemnify and hold the Issuer harmless against all claims, demands or causes of action whatsoever, by or on behalf of any person, firm or corporation or other legal entity arising out of the same or out of any offering statement or lack of offering statement in connection with the sale or resale of the Bonds and all costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon, and upon notice from the Issuer, the Company shall defend the Issuer in any such action or proceeding. All references to the Issuer in this Section 7.02 shall be deemed to include its trustees, directors, officers, employees, and agents.
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Release and Indemnification Covenants. Company releases Issuer from and covenants and agrees that Issuer shall not be liable for, and agrees to indemnify and hold Issuer harmless against, any expense or liability incurred by Issuer, including attorneys' fees, resulting from any loss or damage to property or any injury to or death of any person occurring on or about or resulting from any defect in the Project or from any action commenced in connection with the financing thereof. If any such claim is asserted, Issuer agrees to give prompt notice to the Company and Company will assume the defense thereof, with full power to litigate, compromise or to settle the same in its sole discretion, it being understood that Issuer will not settle or consent to the settlement of the same without the consent of Company.
Release and Indemnification Covenants. (a) Except for any misrepresentation or any willful or wanton misconduct or negligence of the Authority or the governing body members, officers, agents, servants, consultants and employees thereof (the “Indemnified Parties”), and except for any breach by the Indemnified Parties of their representative’s obligations under this Agreement, the Indemnified Parties shall not be liable for and the Developer shall indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person (collectively, the “Claim”) occurring at or about or resulting from any defect in the portion of the Development Property or the Minimum Improvements owned by Developer at the time the Claim occurred.
(b) Except for any misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their representative’s obligations under this Agreement, the Developer agrees to protect and defend the Indemnified Parties, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising from the acquisition, construction, installation, ownership, maintenance and operation of the Development Property or the Minimum Improvements (collectively, the “Claim”); provided, however, notwithstanding the foregoing, the Developer’s indemnification and hold harmless shall apply only with regard to the portion of the Development Property or Minimum Improvements owned by the Developer at the time the Claim occurred.
(c) Except for any misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, and except for any breach by any of the Indemnified Parties of their representations and obligations under this Agreement, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements (collectively, the “Claims”) owned by the Developer at the time of the Claim.
(d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of such entities and not of any governing body member, officer, agent, servant or employee of such ...
Release and Indemnification Covenants. (a) The Developer covenants and agrees that the EDA, the City and the City Council, and its officers, agents, servants and employees are not liable for and agrees to release, indemnify and, hold harmless the EDA, the City and the City Council, officers, agents, servants and employees against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, except for loss or damage resulting in willful misconduct or willful negligence of the EDA, the City or the City Council, officers, agents, servants or employees.
(b) Except for any willful misrepresentations or any willful or wanton misconduct or negligence of the following named parties, the Developer agrees to protect and defend the EDA, the City and the City Council, and its officers, agents, servants and employees, now and forever, and further agrees to hold the EDA harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements.
(c) Except as otherwise specifically provided in this Agreement, the EDA, the City and the City Council, officers, agents, servants and employees shall not be liable for any damage or injury to the persons or property of Developer, their officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements due to any act of negligence of any person other than the EDA, the City or the City Council members, officers, agents, servants or employees.
(d) All covenants, stipulations, promises, agreements and obligations of the EDA contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the EDA and not of any City Council member, officer, agent, servant or employee of the City or the EDA in his or her individual capacity.
(e) Developer shall indemnify, release, and hold harmless the EDA, its officers, agents, servants and employees, as well as the City, the City Council, and its officers, agents, servants and employees, against all costs, damages or expenses the EDA may incur in enforcing any obligation, agreement or covenant that runs with the Development Property, including attorneys’ fees.
Release and Indemnification Covenants. (a) The City shall and hereby agrees to indemnify and save the Authority and its officers, agents, successors and assigns harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of (i) the use, maintenance, condition or management of, or from any work or thing done on the Leased Premises by the City, (ii) any breach or default on the part of the City in the performance of any of its obligations under this Lease Agreement, (iii) any act or omission of the City or of any of its agents, contractors, servants, employees or licensees with respect to the Leased Premises, (iv) any act or omission of any sublessee of the City with respect to the Leased Premises, or (v) the payment of the construction Costs and Costs of Issuance. No indemnification is made under this Section 7.3 or elsewhere in this Lease Agreement for willful misconduct, negligence or breach of duty under this Lease Agreement by the Authority, its officers, agents, employees, successors or assigns.
(b) The City covenants and agrees to indemnify and save the Trustee and its officers, agents, successors and assigns harmless against any losses, expenses and liabilities which it may incur arising out of or in the exercise and performance of its powers and duties under the Indenture, including the costs and expenses of defending against any claim of liability and enforcing any remedy under this Lease Agreement, a Continuing Disclosure Agreement and the Indenture (including any fees and expenses of its legal counsel), but excluding liabilities which are due to the Trustee’s negligence or willful misconduct. The obligations of the City under this Section shall survive resignation or removal of the Trustee under the Indenture and payment of the Bonds and discharge of the Indenture. The Trustee shall be a third party beneficiary of Section 4.7(b) and this Section 7.3 for purposes of enforcing its rights under Section 4.7(b) and this Section 7.3.
Release and Indemnification Covenants. Except for any breach of the representations and warranties of the Lender or the negligence or other wrongful act or omission of the following named parties, the Borrower agrees to protect and defend the Lender and the governing body members, officers, agents, servants, and employees thereof, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action, or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the acquisition, construction, installation, ownership, maintenance, and operation of the Project and the Borrower's activities on the Development Property.
Release and Indemnification Covenants. (a) The Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its members, officers, agents, servants and employees, the Trustee and the Purchaser, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture or the Bonds or from the performance of the Indenture.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of...
Release and Indemnification Covenants. (1) The Borrower shall and hereby agrees to indemnify, defend and hold harmless the Issuer, the Trustee, and the Bondholder and their respective members, officers, employees, and agents and officials from and against any and all losses, claims, damages, taxes (including interest and penalties), costs and expenses (including reasonable attorneys' fees, whether prior to, during or after trial or in the event of any appeal) and liabilities arising from, in connection with, or as a result of the issuance of the Bonds, the execution and delivery of this Loan Agreement, the Mortgage, the Security Agreement, the Environmental Agreement, the Indenture, and other documents executed in connection with the foregoing, the performance and observance by or on behalf of the Issuer and the Trustee of those things on the part of the Issuer and the Trustee agreed to be performed or observed hereunder and thereunder, or the Acquisition of the Project or the use and operation of the Plant, or the costs of enforcement (including reasonable attorneys' fees) of any obligations of the Borrower hereunder or under the Bonds, the Mortgage, the Security Agreement or any related documents, including any and all liability or loss, costs or expense, including reasonable attorneys' fees incurred in connection with, or pertaining to the issuance, sale or delivery of the Bonds, and arising under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, or any applicable state securities laws; provided, however, that such indemnity for liabilities under securities law shall be subject to the limitation that such indemnity shall not have been determined by a binding legal precedent to be void as contrary to public policy. The Borrower shall indemnify and hold the Issuer and the Trustee harmless as aforesaid, and upon notice from the Issuer or the Trustee, the Borrower shall, at its own expense, defend them or any of them in any such action or proceeding.
(2) Notwithstanding the fact that it is the intention of the parties hereto that the Issuer shall not incur any pecuniary liability by reason of the terms of this Loan Agreement or the undertakings required of the Issuer hereunder, by reason of the issuance of the Bonds, by reason of the execution of the Indenture or by reason of the performance of any act requested of the Issuer by the Borrower, including all claims, liabilities or losses arising in connection with the violation of any statutes or regulation p...
Release and Indemnification Covenants. A. The Grantee releases from and covenants and agrees that the City and its governing body members, officers, agents, including their independent contractors, consultants and legal counsel, servants and employees (hereinafter, for purposes of this Section, collectively the “indemnified parties”) shall not be liable for and agrees to indemnify and hold harmless the indemnified parties against (i) any loss or damage to property or any injury to or death of any person resulting from any defect in the Facilities and/or the Improvements, and (ii) any loss, damage, liability or claim therefore concerning the acquisition and relocation obligations of the Parties in connection with the Project, including, but not limited to, the additional property needed for the parking.
B. Except for any willful misrepresentation or any willful or wanton misconduct of the indemnified parties, the Grantee agrees to protect and defend the indemnified parties now and forever and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising from the Grantee’s construction, installation, ownership, and operation of the Facilities and/or the Improvements.
C. The indemnified parties shall not be liable for any damage or injury to the persons or property of the Grantee or its officers, agents, servants, or employees or any other person who may be about the Property or the Improvements due to any act of negligence of any person; provided, that nothing contained herein shall be interpreted to alter the liability of the indemnified parties for any damage or injury to the persons or property of the Grantee or its officers, agents, servants, or employees or any other person who may be about the Property or the Improvements caused by any willful act of the indemnified parties.
D. This Section shall survive the termination of this Agreement.
Release and Indemnification Covenants. Except for any breach of the representations and warranties of Lender or the negligence or other wrongful act or omission of the following named parties, Borrower agrees to protect and defend Lender and the governing body members, officers, agents, servants and employees thereof, now and forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from the acquisition, construction, installation, ownership, maintenance, and operation of the Equipment.