Release; Indemnification. (a) In further consideration of the execution of this Amendment by the Administrative Agent and the Lenders, each Loan Party, individually and on behalf of its successors (including any trustees acting on behalf of such Loan Party and any debtor in possession with respect to such Loan Party), assigns, Subsidiaries and Affiliates (collectively, the “Releasors”), hereby forever releases each Agent and Xxxxxx and their respective successors, assigns, parents, Subsidiaries, Affiliates, officers, employees, directors, agents and attorneys (collectively, the “Releasees”) from any and all debts, claims, demands, liabilities, responsibilities, disputes, causes, damages, actions and causes of actions (whether at law or in equity) and obligations of every nature whatsoever, whether liquidated or unliquidated, whether known or unknown, whether matured or unmatured, whether fixed or contingent that such Releasor has, had or may have against the Releasees, or any of them, which arise from or relate to any actions which the Releasees, or any of them, have or may have taken or omitted to take in connection with the Credit Agreement or the other Loan Documents prior to the date hereof, including with respect to the Obligations, any Collateral, the Credit Agreement, any other Loan Document and any third party liable in whole or in part for the Obligations. This provision shall survive and continue in full force and effect whether or not each Loan Party shall satisfy all other provisions of this Amendment or the other Loan Documents, including payment in full of all Obligations. Each Releasor understands, acknowledges and agrees that the foregoing release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.
(b) Each Loan Party hereby acknowledges and agrees that such Loan Party’s obligations under this Amendment shall include an obligation to indemnify and hold the Releasees harmless with respect to any indemnified liabilities in any manner relating to or arising out of the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Amendment to the extent required by Section 11.04(b) of the Credit Agreement.
Release; Indemnification. Borrower hereby releases Lender and its Affiliates, directors, officers, employees, agents and advisors from any and all causes of action, claims or rights which Borrower may now or hereafter have for, or which may arise from, any loss or damage in connection with (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Facility and (b) any other act or omission to act on the part of Lender, its Affiliates, officers, agents, directors, advisors or employees, except in each instance for willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Lender’s entering into or carrying out the terms of this Agreement or being the holder of the Subordinated Note, unless Borrower establishes that the loss, liability, obligations, penalty, claim, fine, demand, litigation, defense, cost, judgment, suit, proceeding, damage, disbursement or expense arose primarily by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.
Release; Indemnification. If the show or any part thereof is prevented from being held, is canceled by Show Management, or the exhibit space applied for herein becomes unavailable because of war, fire, strike, government regulation, public catastrophe, act of God or the public enemy or other cause. Show Management shall determine and refund to Exhibitor its proportionate share of the balance or the aggregate exhibit fee received which remains after deducting expenses incurred by Show Management and reasonable compensation to Show Management, but in no case shall the amount of refund to exhibitor exceed the amount of the exhibit fee paid. Neither Show Management nor any of its owners, officers, agents, employees and other representatives or advisors shall be held accountable or liable for, and the same are hereby released from. accountability or liability for any damage, loss, harm or injury to the person or any property of Exhibitor or any of its officers, agents, employees or other representatives, resulting from theft, fire, water, accident or any other cause. Exhibitor hereby agrees to indemnify, defend, protect and hold Show Management and its owners, officers, agents, employees and other representatives or advisors harmless against any an all claims, demands suits, liability, damages, loss, costs, attorney fees, and expenses of whatever kind or nature that might result from or arise out of any action or failure to act of Exhibitor or any of its officers, agents, employees, invitees, or other representatives.
Release; Indemnification. To the fullest extent permitted by law, Applicant, on behalf of Applicant and any other person or entity engaged in claiming by and through Applicant (including, without limitation, as may be relevant, Customers and Aggregators), hereby irrevocably and unconditionally releases and forever discharges, and agrees to defend, indemnify, and hold harmless the Company, its affiliated entities, and their respective contractors, past, present and future officers, directors, trustees, shareholders, employees, agents, representatives, successors and assigns (collectively, the “Indemnified Parties”), from and against, any and all claims, charges, complaints, causes of action, damages, losses, costs, interest, and liabilities of any kind or nature whatsoever, including reasonable attorney’s fees, court costs, costs of experts and costs of investigation, whether known or unknown and whether at law or in equity arising from, related to or in any way connected with the Applicant’s engagement or association with the Program (whether accepted or rejected). Accordingly, the Company recommends that Applicant (and Customers and/or Aggregators, if different) engage qualified engineers or other qualified consultants to evaluate the risks and benefits of participation in the Program and the implementation, operation or use of any project or measure on energy consumption, cost savings, or the operation of Customers’ facilities. Applicant understands that this Agreement may not be approved if the Company determines that the proposed project does not meet the requirements of the Program and that final payment of any incentive amounts is contingent on satisfaction of all terms and conditions of the Program.
Release; Indemnification. Licensee accepts Facilities and adjoining areas as is and releases, discharges, and will indemnify, defend, protect, save and hold harmless the District, the Board of Trustees and its officers, agents, employees, instructors, students and representatives free and harmless from and against any and all liabilities, lawsuits, claims, losses, judgments, or demands, including reasonable attorneys’ fees and costs, which may arise from all claims alleging injuries, deaths and damage to property arising directly or indirectly out of this Agreement, which use includes Licensee’s agents, employees, representatives, guests, officers, directors, managers, shareholders, members, successors, contractors, representatives, and invitees and their use of the Facilities, adjoining areas and parking lots. The District, the Board of Trustees and its officers, agents, employees and representatives shall not be responsible for any damage or liability arising out of any acts or omissions on the part of Licensee under or in connection with any obligation under this Agreement. The provisions of this Section shall survive the expiration or sooner termination of this Agreement with respect to any such matters arising in connection with any Activity occurring prior to such expiration or termination.
Release; Indemnification. Each Party (each Party in such capacity being referred to as the "Releasing Party") releases, assumes and agrees to indemnify, defend, protect and save the other Party harmless from and against any claim, damage, loss, liability, cost and expense (including reasonable attorneys' fees) in connection with any loss or damage to any physical property or facilities of the Releasing Party or any injury to or death of any Person arising out of or resulting in any way from the negligence or misconduct of the Releasing Party or its employees, servants, contractors and/or agents.
Release; Indemnification. Borrower hereby releases Lender from any and all causes of action, claims or rights which the Borrower may now or hereafter have for, or which may arise from, any loss or damage caused by or resulting from (a) any failure of Lender to protect, enforce or collect in whole or in part any of the Collateral and (b) any other act or omission to act on the part of Lender, its officers, agents or employees, except in each instance for willful misconduct and gross negligence. Borrower shall indemnify, defend and hold Lender and its Affiliates harmless from and against any and all losses, liabilities, obligations, penalties, claims, fines, demands, litigation, defenses, costs, judgments, suits, proceedings, actual damages, disbursements or expenses of any kind or nature whatsoever (including, without limitation, attorneys’ fees and expenses) which may at any time be either directly or indirectly imposed upon, incurred by or asserted or awarded against Lender or any of Lender’s Affiliates in connection with, arising from or relating to Lender’s entering into or carrying out the terms of this Agreement or being the holder of any Note, other than any loss, liability, damage, suit, claim, expense, fees or costs arising solely by reason of Lender’s or any of Lender’s Affiliates’ willful misconduct or gross negligence.
Release; Indemnification. Licensee agrees to release, defend, indemnify, and hold harmless University from and against any and all liability, claims, injuries, loss, damage, actions, fines, costs and expenses of any kind or nature whatsoever (including reasonable attorneys’ fees) arising out of or caused by Licensee and Licensee’s family, guests, employees, agents, assigns, visitors or invitees in their use of the Facility.
Release; Indemnification. Fleet Operator covenants and agrees that it shall defend, indemnify and hold DTE Electric and all of its affiliates, officers, agents and employees (collectively, “DTE Electric Indemnitees”) harmless for any claim, loss, damage, cost, charge, expense, lien, settlement or judgment, including interest thereon, whether to any person, including employees of Fleet Operator, its Subcontractors and Suppliers, or property or both, arising directly or indirectly out of or in connection with Fleet Operator’s or any of its Subcontractor’s or Supplier’s participation in the Charging Forward eFleets program or performance of this Agreement, to which any DTE Electric Indemnitee may be subject or put by reason of any act, action, neglect or omission on the part of Fleet Operator, any of its Subcontractors or Suppliers or DTE Electric, or any of their respective officers, agents and employees. Without limiting the foregoing, said obligation includes claims involving Fleet Operator’s, Supplier’s or Subcontractor’s employees injured while going to and from any location directly or indirectly involved with the Charging Forward eFleets program or performance of this Agreement. If this Agreement is one subject to the provisions MCL 691.991, then Contractor shall not be liable under this section for damage to persons or property directly caused or resulting from the sole negligence of DTE Electric, or any of its officers, agents or employees.
Release; Indemnification. Thousand Acre Farm shall not be responsible for any damage to or loss of any articles or property of the Lessee or the Lessee’s Parties. The Lessee acknowledges and agrees that the Lessee shall be liable for all claims for personal injury, property damage or other liabilities, including expenses or other obligations arising out of or relating to the use of the Facilities and event accessories by the Lessee Parties. The Lessee releases from any liability and shall indemnify and hold harmless Thousand Acre Farm, LLC., including other affiliated organizations and their respective officers, directors, members, employees, agents and representatives, from any liability, claims, damage, loss, or expense (including attorney’s fees and court costs) relating in any way to the use of the Facilities, the event accessories, the Event or any obligation here under; this includes, without limitation, liability related to or associated with the serving and consumption of alcohol, or otherwise caused by any Lessee Parties, or the use of the Facilities by the Lessee Parties.
