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. (c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.
Appears in 8 contracts
Samples: Loan Agreement (Macquarie Infrastructure Corp), Loan Agreement (Macquarie Infrastructure Corp), Loan Agreement (Macquarie Infrastructure Corp)
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 trusteescommissioners, directors, officers, employees, and agents.
(c) The provisions of . Notwithstanding anything to the contrary contained in this Section 7.02 7.02, the Company shall survive have no liability to indemnify the termination of this Agreement and Issuer against claims or damages resulting from the redemption of the BondsIssuer’s own gross negligence or willful misconduct.
Appears in 5 contracts
Samples: Lease Agreement (NuStar Energy L.P.), Lease Agreement (NuStar Energy L.P.), Lease Agreement (NuStar Energy L.P.)
Release and Indemnification Covenants. (a) The Company shall and hereby agrees to and does hereby indemnify and save hold harmless the Issuer and Authority, any person who “controls” the Authority (within the meaning of Section 15 of the Securities Act of 1933, as amended), the Trustee harmless and any member, principal, officer, director, official, agent, employee, and attorney thereof or of the Authority, the Trustee or the State (collectively, the “Indemnified Parties”) against any and from all expenseslosses, claims, damages or liabilities (including all costs, expenses and claims reasonable counsel fees incurred in investigating or defending such claim) suffered by or on behalf any of any personthe Indemnified Parties to the extent caused by, firmrelating to, corporation or other legal entity arising from the conduct or management out of, or from any work or thing done on, the Projectresulting from, or in any reason whatsoever in connection way connected with the Project and/or the Bonds, including without limitation, (i) any condition the condition, use, ownership, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Project, Prior Project or any part thereof including the payment of the Rebate Amount to the federal government; (ii) any breach or default on the part untrue statement of a material fact contained in information provided by the Company in with respect to the performance of any of its obligations under this Agreement, transactions contemplated hereby; (iii) any act or negligence of omission by the Company of a material fact necessary to be stated therein in order to make such statement not misleading or of any of its agents, contractors, servants, employees or licensees incomplete; or (iv) the acceptance or administration by the Authority without gross negligence or willful misconduct of its duties under the Indenture or this Agreement. In case any act action shall be brought against one or negligence more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all reasonable costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any assignee or lessee such action effected without the Company’s consent, but if settled with the consent of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of if there is a final judgment for the Company. The Company shall indemnify and save the Issuer and the Trustee harmless from claimant on any such claim arising as aforesaid, or in connection with any action or proceeding brought thereon, and upon notice from the Issuer or the Trusteeaction, the Company shall defend them agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or either liability by reason of them in any such action settlement or proceedingjudgment.
(b) Notwithstanding The Company agrees to and does hereby indemnify and hold harmless the fact Indemnified Parties against any and all losses, claims, damages or liabilities (including all costs, expenses, and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected to an examination, investigation, audit or litigation by the Internal Revenue Service with respect to the tax-exempt status of interest on the Bonds or investigation by the Securities Exchange Commission or other state or federal agency with respect to the sale or distribution of the Bonds. In the event of such examination, investigation, audit, or litigation, the Indemnified Parties shall promptly notify the Company in writing thereof and shall have the right to employ counsel reasonably satisfactory to the Company at the Company’s expense, provided that it is any one or more of the intention Indemnified Parties shall have the right to employ separate counsel (reasonably satisfactory to the Company) at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation 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 same counsel. In 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 Issuerevent, the Company shall defend assume the Issuer primary role in responding to and negotiating with the Internal Revenue Service, but shall inform the Indemnified Parties of the status of the investigation. In the event the Company fails to respond adequately and promptly to any such action examination, investigation, audit, or proceeding. All references litigation, the Authority shall have the right to assume the Issuer primary role in this Section 7.02 responding to and negotiating with the Internal Revenue Service and shall have the right to enter into a closing agreement or settlement, for which the Company shall be deemed to include its trustees, directors, officers, employees, and agentsliable.
(c) The Notwithstanding anything in this Agreement to the contrary which may limit recourse to the Company or may otherwise purport to limit the Company’s liability, the provisions of this Section 7.02 shall control the Company’s obligations and shall survive the termination of this Agreement and the redemption repayment of the Bonds.
(d) The Authority and Trustee shall be protected in its or their acting upon any paper or documents (whether in their original or facsimile form) reasonably believed by it or them to be genuine, and it or they may conclusively rely upon the advice of counsel and may (but need not) require further evidence of any fact or matter before taking any action. No recourse shall be had by the Company for any claim based on the Indenture or this Agreement against any member, officer, employee or agent of the Authority or the Trustee alleging personal liability on the part of such person. Notwithstanding anything to the contrary contained herein, the Company shall have no liability to indemnify an Indemnified Party against losses, claims, damages or liabilities to the extent resulting from the gross negligence or willful misconduct of such Indemnified Party.
Appears in 4 contracts
Samples: Loan Agreement (Macquarie Infrastructure Corp), Loan Agreement (Agl Resources Inc), Loan Agreement (Agl Resources Inc)
Release and Indemnification Covenants. (a) The Company shall and hereby agrees to indemnify and save the Issuer (including but not limited to past, present, and the future officials, and other persons acting on Issuer’s behalf), Trustee and Co-Trustee, and their officers, agents, and employees, harmless against and from all expensesloss, damages and claims damage, cost, liability or expense, hereafter arising, by or on behalf of any person, firm, corporation 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 Mortgaged Property during the Project and/or the Bondsterm of this Loan Agreement, including without limitation, (i) any condition of the ProjectMortgaged Property, (ii) any breach or default on the part of the Company in the performance of any of its obligations under this Loan Agreement, (iii) any act or negligence of the Company or of any of its agents, contractors, servants, employees employees, or licensees licensees, or (iv) any act or negligence of any assignee or lessee of the Company, or of any agents, contractors, servants, employees 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 proceedingproceedings.
(b) Notwithstanding the fact that it 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 Indenture, or by reason of the performance of any act requested of the Issuer by the Company, including all claims, liabilities liabilities, or losses arising in connection with the violation of any statutes or regulation regulations 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 Issuer, its officers, members, agents, and employees harmless against all claims, demands or causes of action whatsoever, claims by or on behalf of any person, firm 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 reasonably 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.
(c) The provisions of Nothing contained in this Section 7.02 7.8 shall survive be construed to indemnify or release Issuer from its liability in connection with the termination Mortgaged Property arising from the gross negligence of this Agreement and the redemption or willful misconduct of the BondsIssuer, its employees, agents, or representatives acting in their capacities as such.
Appears in 2 contracts
Samples: Loan Agreement (American Railcar Industries, Inc./De), Loan Agreement (American Railcar Industries, Inc./De)
Release and Indemnification Covenants. (a) The Company To the extent permitted by law, the Lessee shall and hereby agrees to indemnify and save the Issuer Lessor and the Trustee (each, an “Indemnitee”) harmless against and from any and all expensesclaims, damages and claims by or on behalf of any person, firmfirm, corporation, corporation or other legal entity entity, and all liabilities, obligations, losses, and damages whatsoever, regardless of the cause thereof, and all expenses, penalties, and fees incurred in connection therewith (including counsel fees and expenses), arising from or as a result of the conduct operation, ordering, ownership, acquisition, construction, use, condition, delivery, rejection, storage, return, or management of, of the Project during the Lease Term or from any work or thing done on, the Project, entering into of the Lease or any reason whatsoever in connection with the Project and/or the Bondsother document or instrument relating thereto (each, including without limitationan “Indemnified Claim”), including, but not limited to: (ia) 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, (iiib) any act or of negligence of the Company Lessee or of any of its agents, contractors, servants, or employees or licensees any violation of law by the Lessee or breach of any covenant or warranty by the Lessee hereunder; (ivc) any act accident in connection therewith resulting in damage to property or negligence injury or death to any person; and (d) the incurring of any assignee cost or lessee expense in connection with the acquisition of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or lessee Project in excess of the Companymoneys available therefor in the Lessee’s Participant Disbursement Account. The Company shall To the extent permitted by law, the Lessee will indemnify and save the Issuer and the Trustee each Indemnitee harmless from any such claim arising as aforesaidIndemnified Claim, or in connection with any action or proceeding brought thereon, and upon notice from such Indemnitee, will defend or pay the Issuer or the Trustee, the Company shall defend them or either cost of them in any defending 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 Indemnitee in any such action or proceeding. All references to the Issuer in The indemnification arising under this Section 7.02 shall be deemed to include its trustees, directors, officers, employees, will continue in full force and agents.
(c) The provisions effect notwithstanding the full payment of all obligations under this Section 7.02 shall survive Lease or the termination of this Agreement and the redemption of the BondsLease for any reason.
Appears in 1 contract
Samples: Lease Agreement
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 Project during the Project and/or the BondsTerm of Agreement, 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 7.2 shall be deemed to include its trustees, directors, officers, employees, attorneys and agents.
. Notwithstanding anything to the contrary contained herein, the Company shall have no liability to indemnify the Issuer against claims or damages resulting from the Issuer's own gross negligence or willful misconduct or to indemnify the Trustee against claims or damages resulting from the Trustee's own negligence or willful misconduct. In case any action shall be brought against one or more of the Trustee, the Issuer, or the directors, officers, agents, attorneys or employees of either (cthe "Indemnified Parties") based upon any of the above and in respect of which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, enclosing a copy of all papers served, but the omission so to notify the Company of any such action shall not relieve it of any liability which it may have to any Indemnified Party otherwise than under this Section. In case any such action for which indemnification is sought shall be brought against any Indemnified Party and it shall notify the Company of the commencement thereof, the Company shall be entitled to participate in and, to the extent that it shall wish, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Party. The provisions Indemnified Party shall have the right to employ its own counsel in any such action but the fees and expenses of this Section 7.02 such counsel shall survive be at the termination expense of this Agreement such Indemnified Party unless (i) the employment of counsel by such Indemnified Party has been authorized by the Company, (ii) the Indemnified Party shall have reasonably concluded, based upon an opinion of counsel reasonably satisfactory to the Company, that there may be a conflict of interest between the Company and the redemption Indemnified Party in the conduct of the Bondsdefense of such action (in which case the Company shall not have the right to direct the defense of such action on behalf of the Indemnified Party), or (iii) the Company shall not in fact have employed counsel reasonably satisfactory to the Indemnified Party to assume the defense of such action. The Company shall not be liable for any settlement of any action or claim effected without its consent.
Appears in 1 contract
Samples: Loan Agreement (Exactech Inc)
Release and Indemnification Covenants. (a) The Company To the extent permitted by law and without waiving any rights of sovereign immunity, the Lessee shall indemnify, protect and hereby agrees hold the Lessor and their officers, agents, and employees and any person who controls the Lessor harmless from and against any and all liability, losses, claims and damages whatsoever, and expenses in connection therewith, including, without limitation, counsel fees and expenses arising out of or as the result of the entering into this Lease, the ownership, use, operation or condition of the Project Site or any part thereof, or any accident in connection with the operation, use or condition of the Project Site or any part thereof resulting in damage to property or injury to or death of any person. To the extent permitted by law and without waiving any rights of sovereign immunity, the Lessee shall indemnify and save the Issuer Lessor and their officers, agents and employees and any person who controls the Trustee Lessor harmless against and any loss, liability or expense, including reasonable attorneys’ fees, resulting from all expenses, damages and claims by or on behalf of any person, firm, firm or corporation or other legal entity arising from the conduct or management of, or from any work or thing done on, the ProjectProject Site, or any reason whatsoever in connection with and against and from all claims arising after the Project and/or the Bondsdate of this Lease, including without limitation, from (ia) any condition of the ProjectProject Site caused by the Lessee, (iib) any breach or default on the part of the Company Lessee in the performance of any of its obligations under this AgreementLease, the Base Lease or the Indenture (including without limitation its obligations related to environmental matters), (iiic) any contract entered by the Lessee in connection with the Project, (d) any act or of negligence of the Company Lessee or of any of its agents, contractors, servants, employees or licensees or licensees, and (ive) any act or of negligence of any assignee or lessee sublessee of the CompanyLessee, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the CompanyLessee. The Company To the extent permitted by law and without waiving any rights of sovereign immunity, the Lessee shall indemnify and save the Issuer Lessor and their officers, agents and employees and any person who controls the Trustee Lessor harmless from any such claim arising as aforesaid, and against all costs and expenses (except those which have arisen from the willful misconduct or negligence of the Lessor) incurred in or in connection with any action or proceeding brought thereon, and upon notice from the Issuer or the TrusteeLessor, the Company Lessee shall defend them or either of them in any such action or proceeding.
(b) Notwithstanding . The indemnifications arising under this paragraph shall continue in full force and effect notwithstanding the fact that it is full payment of all obligations under this Lease or the intention termination of the parties hereto that Lease Term for any reason. The Lessee agrees not to withhold or xxxxx any portion of the Issuer shall not incur any pecuniary liability payments required pursuant to this Lease by reason of any defects, malfunctions, breakdowns of infirmities of the terms of this Agreement Project Site or the undertakings required of the Issuer hereunder, by reason of the issuance of the Bonds, by reason of the execution of the Indenture Project 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 agentspart thereof.
(c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.
Appears in 1 contract
Samples: Lease Agreement
Release and Indemnification Covenants. (a) The Company shall and hereby agrees to indemnify and save the Issuer Issuer, the LGC and the Trustee and their respective officers, commissioners, directors, members, officials, agents and employees 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 of management of, or from any work or thing done on, the Project, or any reason whatsoever in connection with Project during the Project and/or the BondsTerm of Agreement, 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 Company, unless such assignee has assumed the Company's obligations hereunder in whole pursuant to Section 7.1. 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 the indemnified party 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 or Trustee 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 or Trustee by the Company, including all claims, liabilities or losses arising in connection with the violation of any statutes or regulation regulations pertaining to the foregoing; foregoing (excluding those arising from the gross negligence or willful misconduct of the Issuer or Trustee), nevertheless, if the Issuer or Trustee should incur any such pecuniary liability, then in such event the Company shall indemnify and hold the Issuer such indemnified party harmless against all claims, demands or causes of action whatsoever, claims 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 claims or in connection with any action or proceeding brought thereon, and upon notice from the Issuerindemnified party, the Company shall defend the Issuer such indemnified party 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.
(c) The provisions of this This Section 7.02 7.2 shall survive the termination of this Agreement payment and the redemption discharge of the Bonds.
Appears in 1 contract
Samples: Loan Agreement (Sleepmaster LLC)
Release and Indemnification Covenants. (a) The Company Lessee shall and hereby agrees to indemnify and save the Issuer and the Trustee Lessor harmless against and from all expenses, damages and claims by or on behalf of any person, firm, corporation or other legal entity or any governmental body or agency arising from the ownership, operation, use, conduct or management of, or from any work or thing done on, the Project, or any reason whatsoever in connection with of the Project and/or during the BondsLease Term, including without limitation, (i) any condition of the Project, including any claim arising out of or resulting from a breach of any applicable environmental or hazardous or toxic waste laws, (ii) any breach or default on the part of the Company Lessee in the performance of any of its obligations under this Agreement, (iii) any act or negligence of the Company Lessee or of any of its agents, contractors, servants, employees or licensees or (iv) any act or negligence of any assignee or lessee sublessee of the CompanyLessee, or of any agents, contractors, servants, employees or licensees of any assignee or lessee sublessee of the CompanyLessee. The Company Lessee shall indemnify and save the Issuer and the Trustee Lessor harmless from and against any such claim arising as aforesaid, or in connection with any action or proceeding brought thereon, and upon notice from the Issuer or the TrusteeLessor, the Company Lessee shall defend them or either of them it in any such action or proceeding.
(b) Notwithstanding the fact that it It is the intention of the parties hereto that the Issuer Lessor shall not incur any pecuniary liability by reason of the terms of this Agreement or the undertakings required of the Issuer Lessor hereunder, by reason of the issuance of the BondsNotes, by reason of the execution of the Indenture Deed' of Trust, Security Agreement and the Assignment or by reason of the performance of any act requested of the Issuer Lessor by the CompanyLessee, including all claims, liabilities or losses arising in connection with the violation of any the statutes or regulation regulations pertaining to the foregoing; foregoing and in effect on the date hereof, nevertheless, if the Issuer Lessor should incur any pecuniary liability arising out of or resulting directly or indirectly from this transaction, the issuance of the Note, the execution of the Deed of Trust, Security Agreement and the Assignment of the Project, or the ownership, operation, use, conduct or management of the Project, except such pecuniary liabilityliability as may be directly attributable to the gross negligence or willful misconduct of Lessor, its agents, servants or employees, then in such event the Company Lessee shall indemnify and hold the Issuer Lessor harmless against all claims, demands or causes of action whatsoever, by or on behalf of any person, firm or corporation or other legal entity or any governmental agency or body 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 expenses, including reasonable attorneys' fees, incurred in connection with any such claim or in connection with any claim, action or proceeding brought thereon, and upon notice from the IssuerLessor, the Company Lessee shall defend the Issuer Lessor in any such action or proceedingproceeding at Lessee's cost. Lessor shall promptly notify Lessee of any claim of lawsuit for which Lessor intends to seek indemnity and shall cooperate with Lessee in the defense of such claim or lawsuit. All references to the Issuer Lessor in this Section 7.02 9.2 shall be deemed to include its trustees, directors, officers, employees, employees and agents. In no event shall Lessee be entitled to assert any claim or liability against Lessor's Unrelated Assets.
(c) The provisions of Lessee's obligations pursuant to this Section 7.02 9.2 shall survive the expiration and/or the termination of this Agreement and the redemption of the BondsAgreement.
Appears in 1 contract
Samples: Master Industrial Development Lease Agreement (American Woodmark Corp)
Release and Indemnification Covenants. (a) The Company shall and hereby agrees to indemnify and save hold the Issuer (including any official, agent, officer, director or employee thereof and counsel to the Trustee Issuer) harmless against any and from all expenses, damages and claims asserted by or on behalf of any person, firm, corporation corporation, private or other legal entity public, arising from the conduct or management ofresulting from, or from in any work or thing done on, the Project, or any reason whatsoever in connection way connected with the Project and/or the Bonds, including without limitation, (i) any condition the financing, installation, operation, use or maintenance of the Project, (ii) any breach act, including negligent acts, failure to act or default misrepresentation by any person, firm, corporation or governmental authority, including the Issuer, in connection with the issuance, sale or delivery of the Bonds, (iii) any act, failure to act or misrepresentation by the Issuer in connection with, or in the performance of any obligation related to the issuance, sale and delivery of the Bonds or under this Agreement, the Letter of Instructions or the Indenture, including all liabilities, costs and expenses, including reasonable attorneys' fees, incurred in any action or proceeding brought by reason of any such claim. In the event that any action or proceeding is brought against the Issuer by reason of any such claim, such action or proceeding shall be defended against by counsel as the Issuer shall determine, and the Company shall indemnify the Issuer for costs of such counsel. The Company upon notice from the Issuer shall resist and defend such an action or proceeding on behalf of the Issuer. The Company shall also indemnify the Issuer from and against all costs and expenses, including reasonable attorneys, fees, lawfully incurred in enforcing any obligation of the Company under this Agreement. Notwithstanding the foregoing, nothing contained in this subsection shall be construed to indemnify or release the Issuer from any liability which it would otherwise have had arising from the intentional misrepresentation or willful misconduct on the part of the Company Issuer, or any official, officers, employees, agents or representatives of the Issuer acting in the performance of any of its obligations under their capacities other than as contemplated by 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 Company also agrees to pay and to indemnify and hold harmless the fact that it is Bank., the intention Trustee, the Bond Registrar, any person who "controls" the Bank, the Bond Registrar or the Trustee within the meaning of Section 15 of the parties hereto that the Issuer shall not incur Securities Act of 1933, as amended, and any pecuniary liability by reason member, officer, director, official and employee of the terms of this Agreement Remarketing Agent, the Bank, the Bond Registrar or the undertakings required of Trustee (collectively called the Issuer hereunder"Indemnified Parties") from and against, 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 and all claims, damages, demands, expenses, liabilities or and losses arising in connection with the violation of any statutes or regulation pertaining to the foregoing; neverthelessevery kind, if the Issuer should incur any such pecuniary liability, then in such event the Company shall indemnify character and hold the Issuer harmless against all claims, demands or causes of action whatsoever, nature asserted by or on behalf of any person, firm or corporation or other legal entity person arising out of, resulting from, or in any way connected with, the condition, use, possession, conduct., management, planning, design, acquisition, construction, installation, renovation or sale of the same Project or out of any offering statement or lack of offering statement in connection with part thereof, The Company also covenants and agrees, at its expense, to pay, and to indemnify and save the sale or resale of the Bonds Indemnified Parties harmless of, from and against, all costs costs, reasonable counsel fees, expenses and expenses liabilities incurred in connection with any such claim or in connection with any action or proceeding brought thereonby reason of any such claim or demand, and upon notice from In the Issuerevent that any action of proceeding is brought against the Indemnified Parties by reason of any such claim or demand, the Company Indemnified Parties shall immediately notify the Company, which shall resist and defend any action or proceeding on behalf of the Issuer Indemnified Parties, including the employment of counsel, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action or proceeding. All references and to participate in the Issuer in this Section 7.02 defense thereof, but the fees and expenses of such counsel shall be deemed to include at the expense of such Indemnified Parties unless the employment of such counsel has been specifically authorized by the Company. If such separate counsel is employed, the Company may join in any such suit for the protection of its trusteesown interests. The Company shall not be liable for any settlement of any such action effected without its consent, directors, officers, employees, and agents.
(c) The provisions of this Section 7.02 shall survive but if settled with the termination of this Agreement and the redemption consent of the BondsCompany or if there be a final judgment for the plaintiff in any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties.
Appears in 1 contract
Samples: Loan Agreement (Lmi Aerospace Inc)
Release and Indemnification Covenants. (a) The Company shall and hereby agrees to indemnify and save the Issuer (including but not limited to past, present, and future officials, officers, directors, agents, and other persons acting on the Issuer's behalf) and the Trustee Bond Trustee, and their officers, agents, and employees, harmless against and from all expenses, damages and claims by or on behalf of any person, firm, corporation 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 Project during the Project and/or the Bondsterm of this Head Lease, 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 AgreementHead Lease, (iii) any act or negligence of the Company or of any of its agents, contractors, servants, employees employees, or licensees licensees, or (iv) any act or negligence of any assignee or lessee of the Company, or of any agents, contractors, servants, employees employees, or licensees of any assignee or lessee of the Company. The Company shall indemnify and save the Issuer and the Bond 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 Bond Trustee, the Company shall defend them or either of them in any such action or proceedingproceedings.
(b) Notwithstanding the fact that it 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 Head Lease or the undertakings required of the Issuer hereunder, by reason of the issuance of the Bonds, by reason of the execution of the Indenture Indenture, or by reason of the performance of any act requested of the Issuer by the Company, including all claims, liabilities liabilities, or losses arising in connection with the violation of any statutes or regulation regulations 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 Issuer, its officials, officers, directors, agents, and employees harmless against all claims, demands or causes of action whatsoever, claims by or on behalf of any person, firm 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 reasonably 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.
(c) Nothing contained in this Section shall be construed to indemnify or release the Issuer from its liability in connection with the Project arising from the wanton negligence or intentional acts or failure to act on the part of the Issuer, its employees, agents, or representatives acting in their capacities as such.
(1) The Company warrants and represents that, except as described in that certain First Amended Memorandum of Agreement dated September 9, 2000, entered by the Arkansas Department of Environmental Quality in the Matter of Acxiom Property Development, Inc., Respondent, Regarding the Acxiom Property, Little Rock, Pulaski County, Arkansas, LIS No. All references 00-097 (the "MOA"): (A) no hazardous or toxic materials, including without limitation, any asbestos containing materials, polychlorinated byphenyls, solid, liquid, gaseous, or thermal irritant or contaminant or any substances now or hereinafter defined as or included in the definition of "hazardous substances," "hazardous wastes," or "toxic substances" under any applicable federal, state, or local laws, ordinances, codes, rules, orders, decrees, or regulations and including materials to be recycled, reconditioned, or reclaimed (collectively hereinafter referred to as "Hazardous Material") have been or, during the Company's occupancy of the Real Property will be manufactured, used, located on, installed in, transported to or from, generated, stored, buried, released, allowed to escape, discovered upon, or disposed of on or in the Real Property other than substances properly stored or otherwise present on the Real Property in the ordinary course of the Company's business and with respect to "hazardous wastes" transported and disposed of in accordance with the Hazardous Materials Laws (defined herein); (collectively referred to as "Incident") and (B) to the best of the Company's knowledge no notice, requests, investigation, administrative order, consent order, agreement, litigation, or settlement (collectively referred to herein as "Action") is proposed, threatened, anticipated, or in existence with respect to the presence, suspected presence, or potential presence of any Hazardous Material on or about the Real Property from any source.
(2) The Company shall (A) provide prompt written notice to the Issuer if any Hazardous Material is Incident on the Real Property; (B) provide prompt written notice to the Issuer along with a photocopy thereof of any Action, orders, requests, notifications, or other written or verbal communication from any agency relating to the presence, suspected presence, or potential presence of any Hazardous Material on the Real Property from any source; and (C) provide prompt written notice to the Issuer in this Section 7.02 the event that the Real Property: (w) is not in material compliance with requirements of applicable federal, state, or local laws, ordinances, or regulations relating to any Hazardous Material materially adversely affecting the Real Property (collectively "Hazard Material Laws"); (x) is subject to a federal or state investigation evaluating whether any remedial action is needed to respond to the Incident; (y) is subject to a federal, state, or local lien in connection with remedial action needed or taken to respond to any Hazardous Material; or (z) is the subject of claims made or threatened by any third party against the Company and the Real Property relating to damage, contribution, cost recovery compensation, loss, or injury resulting from any Hazardous Material or Hazardous Material Laws (collectively "Hazardous Material Claims").
(3) The Issuer shall have the right (but not the obligation) to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Material Claims and to have its reasonable attorneys' fees in connection therewith paid by the Company. The Company shall be deemed to include solely responsible for, and shall indemnify and hold harmless the Issuer, its trustees, directors, officers, employees, agents, successors, and agentsassigns from and against, any loss, damage, reasonable cost and expense, or liability directly or indirectly arising out of or attributable to the Incident of Hazardous Material on or under the Real Property, or resulting from or during the Company's occupancy thereof including, without limitation; (A) all foreseeable consequential damages; (B) the costs of any required or necessary repair, cleanup, or detoxification of the Real Property and the preparation and implementation of any closure, remedial, or other required plans; and (C) all reasonable costs and expenses incurred by the Issuer in connection with clauses (A) and (B), including but not limited to reasonable attorneys' fees.
(c4) Except for the MOA, without the Issuer's prior written consent, which shall not be unreasonably withheld, the Company shall not take any remedial action in response to the presence of any Hazardous Material on, under, Incident upon, or about the Real Property, nor enter into any settlement agreement, consent decree, or other compromise in respect to any Hazardous Material Claims, which remedial action, settlement, consent, or compromise will, in the Issuer's reasonable judgement, materially impair the value of the Issuer's security hereunder; provided, however, that the Issuer's prior consent shall not be necessary in the event that the presence of Hazardous Material on, under, Incident upon, or about the Real Property either poses an immediate threat to the health, safety, or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not possible to obtain the Issuer's consent before taking such action, provided that in such event the Company shall notify the Issuer as soon as practicable of any action so taken. The Issuer agrees not to withhold its consent, where such consent is required hereunder, if either (A) a particular remedial action is ordered by a Court of competent jurisdiction or (B) the Company establish to the reasonable satisfaction of the Issuer that there is no reasonable alternative to such remedial action which would result in less impairment of the Issuer's security hereunder.
(5) The Company hereby agrees to indemnify the Issuer and hold the Issuer harmless from and against any and all liability arising in any manner whatsoever out of any Hazardous Material on, about, Incident upon, the Real Property during or resulting from the Company's occupancy thereof, including, without limitation, claims, losses, damages, liabilities, fines, penalties, charges, administrative and judicial proceedings and orders, judgments, remedial action requirements, enforcement actions of any kind, and reasonable costs and expenses incurred in connection therewith (including but not limited to reasonable attorneys' fees and expenses), arising directly or indirectly, in whole or in part, out of (A) the presence on or under the Real Property of any Hazardous Material or any Incident of any Hazardous Material on, under, or from the Real Property; (B) any activity carried on or undertaken on or off the Real Property by the Company or the Company's employees, agents, contractors, or subcontractors during the term of this Head Lease in connection with the handling, treatment, removal, storage, decontamination, clean-up, or Incident of any Hazardous Material at any time located or present on or under the Real Property; and (C) any Hazardous Material Claims. The foregoing indemnity shall further apply to any residual contamination on or under the Real Property, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the presence or Incident of any Hazardous Material, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes, and ordinances.
(6) The covenants, agreements, obligations, and liabilities of the Company under this subsection shall survive termination of this Head Lease, conveyance of the Real Property either in lieu of foreclosure or pursuant to power of sale, or the repayment of the Bonds and the discharge and release of the documents evidencing and securing the Bonds.
(7) In the event of a conflict between the terms, covenants, obligations, or any other provisions contained in this Subsection and those contained in any other section or subsection of this Head Lease, the terms, covenants, obligations, and other provisions of this Section 7.02 subsection shall survive the termination of this Agreement and the redemption of the Bondscontrol.
Appears in 1 contract
Release and Indemnification Covenants. (a) The Company Borrower shall and hereby agrees to indemnify and save the Issuer Issuer, the Trustee and the Trustee Purchaser harmless against and from all expenses, damages and claims by or on behalf of any person, firm, corporation or other legal entity Person arising from the conduct or management of, or from any work or thing done on, the Project, or any reason whatsoever in connection with Collateral and the Project and/or the BondsMortgaged Property, including without limitation, (i) any condition of the ProjectCollateral and the Mortgaged Property, (ii) any breach or default on the part of the Company Borrower in the performance of any of its obligations Borrower’s Obligations under this Financing Agreement, (iii) any act or negligence of the Company Borrower or of any of its agents, contractors, servants, employees or licensees licensees, or (iv) any act or negligence of any assignee or lessee of the CompanyBorrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the CompanyBorrower. The Company Borrower shall indemnify and save the Issuer Issuer, the Trustee and the Trustee Purchaser harmless from any such claim arising as aforesaid, or in connection with any action or proceeding brought thereon, and upon notice from the Issuer Issuer, the Trustee or the TrusteePurchaser, the Company Borrower shall defend them or either any 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 Financing Agreement or the undertakings required of the Issuer hereunder, by reason of the issuance of the BondsBond, by reason of the execution of the Bond Purchase Agreement, the Indenture or this Financing Agreement, or by reason of the performance of any act requested of the Issuer by the CompanyBorrower or the Purchaser, including all claims, liabilities or losses arising in connection with the violation of any statutes or regulation regulations pertaining to the foregoing; nevertheless, if the Issuer should incur any such pecuniary liability, then in such event the Company Borrower 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 Person 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 Bond 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 Borrower 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.
(c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.
Appears in 1 contract
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 Project during the Project and/or the BondsTerm of Agreement, 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.
(c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.any
Appears in 1 contract
Samples: Loan Agreement (Lesco Inc/Oh)
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 claims (including reasonable fees and claims expenses of Issuer's counsel) by or on behalf of any person, firm, corporation or other legal entity arising from the conduct out of or management of, or from any work or thing done on, the Project, or any reason whatsoever in connection with the issuance of the Bond, the acceptance of the Issuer's duties and responsibilities under this Agreement or the Financing Agreement, the acquisition, construction, operation or occupancy of the Project and/or or the BondsIssuer's performance or observance of any agreement or covenant on its part to be observed or performed under this Agreement or the Financing Agreement, including without limitation, limitation (i1) any condition the offer and sale of the Project, (ii) any breach Bond or default on the part of the Company in the performance a subsequent sale or distribution of any of its obligations the Bond, and (2) the exercise, or failure to exercise, any right, privilege or power of the Issuer 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 TrusteeIssuer, the Company shall defend them or either of them the Issuer 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 BondsBond, by reason of the execution of the Indenture Financing Agreement, by reason of the acquisition, construction, operation or occupancy of the Project 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 Bond 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. Notwithstanding anything to the contrary contained herein, the Company shall have no liability to indemnify the Issuer against claims or damages resulting exclusively from the Issuer's own gross negligence or willful misconduct.
(c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.
Appears in 1 contract
Samples: Financing Agreement (Adtran Inc)
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 Project during the Project and/or the Bonds, including without limitation, term of this Loan Agreement from (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 Loan 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 sublessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or lessee sublessee of the Company. The Company shall indemnify and save the Issuer and the Trustee harmless from any such claim arising as aforesaidaforesaid from (i), (ii), (iii) or (iv) above, 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 any of them in any such action or proceeding. Notwithstanding the foregoing, neither the Issuer nor the Trustee shall be entitled to indemnification for any claim arising out of its own gross negligence or willful misconduct.
(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 Loan Agreement, or the undertakings required of the Issuer hereunder, hereunder by reason of the issuance of the Bonds, by reason of the execution of the Indenture Indenture, the performance of any act required of the Issuer by this Loan Agreement, 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 regulations 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, claims 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 same, and all reasonable costs and expenses incurred in connection with any such claim or in connection with any action or proceeding brought thereon, and upon written notice from the Issuer, the Company shall defend the Issuer in any such action or proceeding. All references to Notwithstanding the foregoing, neither the Issuer in this Section 7.02 nor the Trustee shall be deemed entitled to include indemnification for any claim arising out of its trustees, directors, officers, employees, and agentsown gross negligence or willful misconduct.
(c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.
Appears in 1 contract
Samples: Loan Agreement (Dynegy Inc /Il/)
Release and Indemnification Covenants. (a) The Company Lessee shall and hereby agrees to indemnify and save the Issuer and the Trustee Lessor harmless against and from all expenses, damages and claims by or on behalf of any person, firm, corporation or other legal entity or any governmental body or agency arising from the ownership, operation, use, conduct or management of, or from any work or thing done on, the Project, or any reason whatsoever in connection with of the Project and/or during the BondsLease Term, including without limitation, (i) any condition of the Project, including any claim arising out of or resulting from a breach of any applicable environmental or hazardous or toxic waste laws, (ii) any breach or default on the part of the Company Lessee in the performance of any of its obligations under this Agreement, (iii) any act or negligence of the Company Lessee or of any of its agents, contractors, servants, employees or licensees or (iv) any act or negligence of any assignee or lessee sublessee of the CompanyLessee, or of any agents, contractors, servants, employees or licensees of any assignee or lessee sublessee of the CompanyLessee. The Company Lessee shall indemnify and save the Issuer and the Trustee Lessor harmless from and against any such claim arising as aforesaid, or in connection with any action or proceeding brought thereon, and upon notice from the Issuer or the TrusteeLessor, the Company Lessee shall defend them or either of them it in any such action or proceeding.. <PAGE>
(b) Notwithstanding the fact that it It is the intention of the parties hereto that the Issuer Lessor shall not incur any pecuniary liability by reason of the terms of this Agreement or the undertakings required of the Issuer Lessor hereunder, by reason of the issuance of the BondsNotes, by reason of the execution of the Indenture Deed' of Trust, Security Agreement and the Assignment or by reason of the performance of any act requested of the Issuer Lessor by the CompanyLessee, including all claims, liabilities or losses arising in connection with the violation of any the statutes or regulation regulations pertaining to the foregoing; foregoing and in effect on the date hereof, nevertheless, if the Issuer Lessor should incur any pecuniary liability arising out of or resulting directly or indirectly from this transaction, the issuance of the Note, the execution of the Deed of Trust, Security Agreement and the Assignment of the Project, or the ownership, operation, use, conduct or management of the Project, except such pecuniary liabilityliability as may be directly attributable to the gross negligence or willful misconduct of Lessor, its agents, servants or employees, then in such event the Company Lessee shall indemnify and hold the Issuer Lessor harmless against all claims, demands or causes of action whatsoever, by or on behalf of any person, firm or corporation or other legal entity or any governmental agency or body 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 expenses, including reasonable attorneys' fees, incurred in connection with any such claim or in connection with any claim, action or proceeding brought thereon, and upon notice from the IssuerLessor, the Company Lessee shall defend the Issuer Lessor in any such action or proceedingproceeding at Lessee's cost. Lessor shall promptly notify Lessee of any claim of lawsuit for which Lessor intends to seek indemnity and shall cooperate with Lessee in the defense of such claim or lawsuit. All references to the Issuer Lessor in this Section 7.02 9.2 shall be deemed to include its trustees, directors, officers, employees, employees and agents. In no event shall Lessee be entitled to assert any claim or liability against Lessor's Unrelated Assets.
(c) The provisions of Lessee's obligations pursuant to this Section 7.02 9.2 shall survive the expiration and/or the termination of this Agreement and the redemption of the Bonds.Agreement. ARTICLE X
Appears in 1 contract
Release and Indemnification Covenants. (a) The Company shall releases the Authority (and hereby agrees to indemnify each director, officer, employee and save the Issuer agent thereof) and the Trustee (and each director, officer, employee and agent thereof) from, and will indemnify and hold the Authority (and each director, officer, employee and agent thereof) and the Trustee (and each director, officer, employee and agent thereof) harmless against against, any and from all expensesclaims and liabilities of any character or nature whatsoever, damages regardless of by whom asserted or imposed, and claims losses of every conceivable kind, character and nature whatsoever claimed by or on behalf of any person, firm, corporation or other legal entity Person arising from the conduct or management out of, resulting from, or in any way connected with the Project; provided, however, that the Company shall not be obligated to indemnify any director, officer, employee or agent of the Authority against any claim, liability or loss in any way connected with the Project unless such claim, liability or loss arises out of or results from any work action taken in the name and behalf of the Authority by such director, officer, employee or thing done onagent. Without limiting the generality of the foregoing, the ProjectCompany will indemnify the Trustee (and each director, officer, employee and agent thereof) for, and hold it harmless against, any loss, liability or any reason whatsoever expense incurred without gross negligence or bad faith on its part, arising out of or in connection with the Project and/or acceptance or administration of the trust established by the Indenture, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Indenture. The Company acknowledges that it has sought and received the assistance and cooperation of the Authority in connection with the offering and sale of the Bonds. The Company will indemnify, hold harmless and defend the Authority (and each director, officer, employee or agent thereof) against
(a) any claim or liability whatsoever arising out of or based upon any untrue or misleading statement or alleged untrue or misleading statement of any material fact contained in the Offering Memorandum or in any of the information furnished by the Company or the Placement Agents to any prospective purchaser of the Bonds, including or the omission or alleged omission to state in the Offering Memorandum or in any such information any material fact necessary to make the statements con- tained therein not misleading in the light of the circumstances under which such statements were made, and
(b) any claim or liability arising out of any action taken by the Authority at the request of the Company (or any other Person authorized to act on behalf of the Company) in connection with the offering and sale of the Bonds. The Company will pay or reimburse all legal or other expenses reasonably incurred by the Authority (and each director, officer, employee and agent thereof), or the Trustee (and each director, officer, employee and agent thereof), as the case may be, in connection with the investigation or defense of any action or proceeding, whether or not resulting in liability, with respect to any claim, liability or loss in respect of which indemnity may be sought against the Company under the provisions of this section. In the event that any action or proceeding is brought against any indemnifiable party (whether the Authority, or any of the Authority's directors, officers, employees or agents, or the Trustee or any of the Trustee's directors, officers, employees or agents), in respect of which indemnity may be sought against the Company under the provisions of this section, such indemnifiable party shall, as a condition of the Company's liability under the provisions of this section, be obligated to notify promptly the Company in writing of the commencement of such action or proceeding and shall thereafter forward to the Company a copy of every summons, complaint, pleading, motion or other process received with respect to such action or proceeding; provided, however, that any failure to so notify the Company shall not release the Company from its obligations under this Section 6.3 unless the Company's ability to defend any such action or proceeding is materially prejudiced by such failure. The Company may (and, if so requested by such indemnifiable party, shall) at any time assume the defense of such indemnifiable party in connection with any such action or proceeding, and in such case the Company shall pay all expenses of such defense and shall have full and complete control of the conduct on the part of such party of any such action or proceeding, including, without limitation, the right to settle or compromise any claim giving rise to such action or proceeding upon such terms and conditions as the Company, in its sole discretion, shall determine and the right to select Counsel for such party. The Authority (or any director, officer, employee or agent thereof) or the Trustee (or any director, officer, employee or agent thereof) shall have the right to employ separate counsel in any such action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Authority or the Trustee, as the case may be, unless (i) any condition the employment of such separate counsel has been specifically authorized by the ProjectCompany in writing prior to the employment of such counsel, or (ii) the named parties to any breach such action (including any impleaded parties) included both the Authority (or default any director, officer, employee or agent thereof) or the Trustee (or any director, officer, employee or agent thereof) and the Company, and an indemnified party or parties shall have been advised by counsel or shall have otherwise determined in good faith that there may be one or more legal defenses available to it or them which are different from or additional to those available to the Company and that joint representation may be inappropriate under professional standards, in which case the Company shall not have the right to assume the defense of such action on behalf of the Authority (or any director, officer, employee or agent thereof) or the Trustee (or any director, officer, employee or agent thereof), as the case may be, it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Authority (including all directors, officers, employees and agents thereof), and one separate firm of attorneys for the Trustee (including all directors, officers, employees and agents thereof), and any such firm shall be designated in writing by the Authority and/or the Trustee, subject in each case to the approval of the Company, which approval shall not be unreasonably withheld. Any other provision of this section to the contrary notwithstanding, the Company shall not be obligated to indemnify any such indemnifiable party for any liability resulting from the settlement of any action or proceeding if such settlement was made without the Company's consent (unless such consent was unreasonably withheld by the Company), irrespective of whether the Company had, prior to such settlement, exercised its right to assume the defense of such in- demnifiable party in connection with such action or proceeding. The Company agrees that it will not unreasonably withhold its consent with respect to any proposed settlement of any such action or proceeding. Nothing contained in this section shall be construed to indemnify the Authority, or any of the Authority's directors, officers, employees or agents, against, or to release any of such parties from liability for, any claim, liability or loss that may result from intentional or wanton misconduct on the part of such parties, nor shall anything contained in this section be construed to indemnify the Trustee against, or to release the Trustee from liability for, any claim, liability or loss that may result from bad faith or gross negligence on the part of the Trustee. Anything to the contrary in this Loan Agreement notwithstanding, the covenants of the Company contained in this section shall, with respect to any claim, liability or loss for which the Company is obligated to provide indemnity, remain in full force and effect after the termination of the Loan Agreement until (i) any cause of action brought in respect of such claim, liability or loss shall be barred by the applicable statute of limitation or (ii) the payment in full or the satisfaction of such claim, liability or loss, including all reasonable expenses incurred by the indemnifiable party or parties in defending against such claim, liability or loss; provided, however, that in the performance event any action or proceeding arguably barred by the applicable statute of limitation is brought against any indemnifiable party hereunder, the Company shall be obligated to defend such indemnifiable party with respect to such action or proceeding, all to the end that the bar of the statute of limitation may be asserted by the Company against the party bringing such action or proceeding but may not be asserted by the Company against the indemnifiable party in order to avoid performing 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 proceedingsection.
(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.
(c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.
Appears in 1 contract
Release and Indemnification Covenants. (a) The Company To the extent permitted by law and without waiving any rights of sovereign immunity, the Lessee shall indemnify, protect and hereby agrees hold the Lessor and their officers, agents, and employees and any person who controls the Lessor harmless from and against any and all liability, losses, claims and damages whatsoever, and expenses in connection therewith, including, without limitation, counsel fees and expenses arising out of or as the result of the entering into this Lease, the ownership, use, operation or condition of the Project Site or any part thereof, or any accident in connection with the operation, use or condition of the Project Site or any part thereof resulting in damage to property or injury to or death of any person. To the extent permitted by law and without waiving any rights of sovereign immunity, the Lessee shall indemnify and save the Issuer Lessor and their officers, agents and employees and any person who controls the Trustee Lessor harmless against and any loss, liability or expense, including reasonable attorneys’ fees, resulting from all expenses, damages and claims by or on behalf of any person, firm, firm or corporation or other legal entity arising from the conduct or management of, or from any work or thing done on, the ProjectProject Site, or any reason whatsoever in connection with and against and from all claims arising after the Project and/or the Bondsdate of this Lease, including without limitation, from (ia) any condition of the ProjectProject Site caused by the Lessee, (iib) any breach or default on the part of the Company Lessee in the performance of any of its obligations under this AgreementLease, the Base Lease or the Indenture (including without limitation its obligations related to environmental matters), (iiic) any contract entered by the Lessee in connection with the Project, (d) any act or of negligence of the Company Lessee 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.
(c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.,
Appears in 1 contract
Samples: Lease Agreement
Release and Indemnification Covenants. (a) The Company shall and hereby agrees to indemnify and save the Issuer (including but not limited to past, present, and the Trustee future aldermen, officials, and other persons acting on Issuer’s behalf) and Trustee, and their officers, agents, and employees, harmless against and from all expenses, damages and claims by or on behalf of any person, firm, corporation 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 Mortgaged Property during the Project and/or the Bondsterm of this Lease Agreement, including without limitation, (i) any condition of the ProjectMortgaged Property, (ii) any breach or default on the part of the Company in the performance of any of its obligations under this Lease Agreement, (iii) any act or negligence of the Company or of any of its agents, contractors, servants, employees employees, or licensees licensees, or (iv) any act or negligence of any assignee or lessee of the Company, or of any agents, contractors, servants, employees 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 proceedingproceedings.
(b) Notwithstanding the fact that it It is the intention of the parties hereto that the Issuer shall not incur any pecuniary liability by reason of the terms of this Lease 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 Indenture, or by reason of the performance of any act requested of the Issuer by the Company, including all claims, liabilities liabilities, or losses arising in connection with the violation of any statutes or regulation regulations 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 Issuer, its officers, members, agents, and employees harmless against all claims, demands or causes of action whatsoever, claims by or on behalf of any person, firm 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 reasonably 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.
(c) The provisions of Nothing contained in this Section 7.02 6.8 shall survive be construed to indemnify or release Issuer from its liability in connection with the termination Mortgaged Property arising from the wanton negligence or intentional acts or failure to act on the part of this Agreement and the redemption of the BondsIssuer, its employees, agents, or representatives acting in their capacities as such.
Appears in 1 contract
Samples: Lease Agreement (American Railcar Industries, Inc.)
Release and Indemnification Covenants. (a) The Company Borrower 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 Project during the Project and/or the BondsTerm of Agreement, including without limitation, (i1) any condition of the Project, (ii2) any breach or default on the part of the Company Borrower in the performance of any of its obligations under this Agreement, (iii3) any act or negligence of the Company Borrower or of any of its agents, contractors, servants, employees or licensees licensees, or (iv4) any act or negligence of any assignee or lessee of the CompanyBorrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the CompanyBorrower. The Company Borrower 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 Borrower shall defend them or either of them in any such action or proceedingproceeding using counsel reasonably acceptable to the indemnified parties.
(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 Indenture or the undertakings required of the Issuer hereunderhereunder or thereunder, 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 CompanyBorrower, 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 Borrower 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 Borrower shall defend the Issuer in any such action or proceeding, using counsel reasonably acceptable to the indemnified parties. All references to the Issuer in this Section 7.02 5.2 shall be deemed to include its trusteescommissioners, members, directors, officers, employees, and agents.
(c) Notwithstanding anything to the contrary contained herein or in any of the Bonds, this Agreement, the Indenture or in any other instrument or document executed by or on behalf of the Issuer in connection herewith, (1) the Issuer shall have no obligation to take action under this Agreement, the Indenture, the Bonds or such other instruments or documents, unless the Issuer is requested in writing by an appropriate person to take such action and is provided with indemnity and assurances satisfactory to it or payment of or reimbursement for any expenses (including attorneys' fees) to be incurred in such action, (2) no member of the Issuer or any officer, attorney, employee or agent of the Issuer shall be personally liable to the Borrower, the Trustee or any other person for any action taken by the Issuer or by its officers, attorney, agents or employees, or for any failure to take action, under this Agreement, the Indenture, the Bonds or such other instruments or documents, except that the Issuer agrees to take or refrain from taking any action required by an injunction or required to comply with any final judgment for specific performance; and (3) any judgment rendered against the Issuer for breach of its obligations under this Agreement, the Indenture, the Bonds or obligations under this Agreement, the Indenture, the Bonds or such other instruments or documents, shall be payable solely from the Bond Fund, and no personal liability or charge payable directly or indirectly from any general funds of the Issuer shall arise therefrom.
(d) The foregoing provisions of this Section 7.02 shall survive the payment, prepayment or redemption of the Bonds and the termination of this Agreement and the redemption of Indenture.
(e) Notwithstanding anything to the Bondscontrary contained herein, the Borrower shall have no liability to indemnify the Issuer or the Trustee against claims or damages resulting from the Issuer's or the Trustee's own gross negligence or willful misconduct.
Appears in 1 contract
Release and Indemnification Covenants. (a) The Company Borrower shall and hereby agrees to defend and 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, Project or any reason whatsoever in connection with the Project and/or Facilities during the Bondsterm of this Agreement, including without limitation, (i) any condition of the ProjectProject or the Facilities, (ii) any breach or default on the part of the Company Borrower in the performance of any of its obligations under this Agreement, (iii) any act or negligence of the Company Borrower or of any of its agents, contractors, servants, employees or licensees or (iv) any act or negligence of any assignee or lessee of the CompanyBorrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the CompanyBorrower. The Company Borrower shall defend and 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 Borrower shall defend them or either of them in any such action or proceeding; provided that such defense shall be undertaken by counsel reasonably acceptable to the party being defended, such counsel to be deemed approved if not disapproved by such party within twenty (20) days of notice by the Borrower of the name of such counsel.
(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 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 CompanyBorrower, 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 Borrower 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 Borrower shall defend the Issuer in any such action or proceeding. All references to the Issuer in this Section 7.02 8.2 shall be deemed to include its trustees, directorsmembers, officers, employees, employees and agents. Notwithstanding anything to the contrary contained herein, the Borrower shall have no liability to indemnify the Issuer or the Trustee against claims or damages resulting from the Issuer's or the Trustee's own gross negligence or willful misconduct.
(c) The provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.
Appears in 1 contract
Samples: Loan Agreement (Epitaxx Inc)
Release and Indemnification Covenants. (a) The Company Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, the City and the governing body members, officers, agents, servants and employees thereof (the “Indemnified Parties”) shall not be liable for and hereby agrees to the Developer shall indemnify and save hold harmless the Issuer and the Trustee harmless Indemnified Parties against and from all expenses, damages and claims by any loss or on behalf damage to property or any injury to or death of any person, firm, corporation person occurring at or other legal entity arising from the conduct about or management of, or resulting from any work defect in the Development Property or thing done on, the Project, Minimum Improvements.
(b) Except for any willful misrepresentation or any reason whatsoever in connection with the Project and/or the Bonds, including without limitation, (i) any condition willful or wanton misconduct or negligence of the ProjectIndemnified Parties, (ii) and except for any breach or default on the part by any of the Company in the performance Indemnified Parties of any of its their obligations under this Agreement, (iii) any act or negligence of the Company or of any of its agentsDeveloper agrees to protect and defend the Indemnified Parties, contractorsnow and forever, servants, employees or licensees or (iv) any act or negligence of any assignee or lessee of and further agrees to hold 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 aforesaid harmless from any such claim claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising as aforesaidor purportedly arising from this Agreement, or in connection with any action or proceeding brought thereon, and upon notice from the Issuer transactions contemplated hereby or the Trusteeacquisition, the Company shall defend them or either of them in any such action or proceeding.
(b) Notwithstanding the fact that it is the intention construction, installation, ownership, maintenance and operation of the parties hereto that the Issuer shall not incur any pecuniary liability by reason of the terms of this Agreement Development Property 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 agentsMinimum Improvements.
(c) The provisions of this Section 7.02 Indemnified Parties shall survive not be liable for any damage or injury to the termination of this Agreement and the redemption property of the BondsDeveloper or its officers, agents, servants or employees or any other person who may be about the Development Property or Minimum Improvements.
(d) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of such entity and not of any governing body member, officer, agent, servant or employee of such entity in the individual capacity thereof.
Appears in 1 contract
Samples: Contract for Private Development
Release and Indemnification Covenants. (a) The Company shall and hereby agrees to indemnify and save the Issuer Issuer, the Standby Purchaser 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 Project during the Project and/or the BondsTerm of Agreement, 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 with respect to the conduct or management of, or work or things done on, the Project 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 CompanyCompany with respect to the conduct or management of, or work or things done on, the Project. The Company shall indemnify and save the Issuer Issuer, the Standby Purchaser 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 Issuer, the Standby Purchaser or the Trustee, the Company shall defend them or either any of them in any such action or proceeding.
(b) Notwithstanding the fact that that, except as specifically set forth on the face of the Bonds, 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 7.2 shall be deemed to include its trustees, directors, officers, employees, employees and agents.
(c) The provisions Company agrees to indemnify and hold harmless the Issuer, the Standby Purchaser and the Placement Agents from and against any and all loss, liability, claim, damage and expenses whatsoever (i) arising out of any untrue statement or alleged untrue statement of a material fact contained in the Private Placement Memorandum which relates to the Company, to the Project or to the Company's participation in the transactions contemplated by the Indenture, the Agreement or the Standby Bond Purchase Agreement or arising out of the omission or alleged omission from the Private Placement Memorandum of any material fact required to be stated therein or necessary to make the statements as they relate to the Company or the Project or to the Company's participation in the transactions contemplated by the Indenture, the Agreement or the Standby Bond Purchase Agreement in the light of the circumstances under which they were made, not misleading unless such statement or omission was made in reliance upon information furnished to the Company by the Issuer, the Standby Purchaser or the Placement Agents, as the case may be, (ii) to the extent of the aggregate amount paid in settlement of any litigation, commenced or threatened, arising from a claim based on any such untrue statement or omission or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company, and (iii) reasonable expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, arising from a claim based upon any such untrue statements or omission or any such alleged untrue statement or omission, to the extent that any such expense is not paid pursuant to the preceding clauses of this Section 7.02 sentence. The Company shall survive be notified in writing of the termination nature of each and any such claim within a reasonable time after the assertion thereof, but failure to notify the Company shall not relieve them from any liability which they may have on account of this Agreement indemnity. Each of the Issuer, the Standby Purchaser and the redemption Placement Agents shall be entitled to participate at its own expense in the defense of any such claim. Notwithstanding anything to the Bondscontrary contained herein, the Company shall have no liability to indemnify the Issuer or the Trustee against claims or damages resulting from the Issuer's or Trustee's own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Loan Agreement (Tower Tech Inc)
