SUBROGATION AND INDEMNITY Sample Clauses

SUBROGATION AND INDEMNITY. The Insurer has a right of subrogation or reimbursement from an Insured to whom it has paid any claims to or on behalf of, if such Insured has recovered all or part of such payments from a third party. Furthermore, the Insurer has the right to proceed at its own expense in the name of the Insured, against third parties who may be responsible for causing a claim under this policy or who may be responsible for providing indemnity of benefits for any claim under this policy.
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SUBROGATION AND INDEMNITY the Obligor cannot be reimbursed by the Borrower or any other Obligor until the Lender has received payment in full of the Amount Outstanding and each Obligor has performed and complied with the Secured Obligations.
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SUBROGATION AND INDEMNITY. Anything herein to the contrary notwithstanding, each party hereto hereby releases and waives all claims, rights of recovery and causes of action that either party or any party claiming by, through or under such party by subrogation or otherwise may now or hereafter have against the other party or any of the other party's partners, directors, officers, employees or agents for any loss or damage that may occur to the Premises, improvements or any of the contents of any of the foregoing by reason of fire or other casualty, or any other cause except gross negligence or willful misconduct (but including negligence of the parties hereto or their partners, directors, officers, employees, or agents) that is insured against under the terms of(i) any isstandard fire and extended coverage insurance policies required under the terms of this Lease, or(ii) any other loss covered by insurance required to be maintained under the terms of this Lease; provided, however, that this waiver shall be ineffective against any insurer of Lessor or Lessee to the extent that such waiver(i)is prohibited by the laws and insurance regulations of the State of Georgia or (ii) would invalidate any insurance coverage of Lessor or Lessee. The waiver set forth in this Section shall not apply to any deductibles on policies carried by Lessor, or Lessee or to any coinsurance penalty which Lessor or Lessee might sustain. Except for any of the claims, rights of recovery and causes of action that Lessor has released and waived pursuant to this Section, Lessee hereby releases, indemnifies, defends and holds harmless Lessor and Lessor's partners, agents, directors, officers, employees, invitees and contractors, fi-om all claims, losses, costs, damages or expenses (including, but not limited to, reasonable attorneys' fees actually incurred) resulting or arising from any and all injuries or death of any person or damage to any property occurring during the Initial Term, any Option Term, or any tenancy after either, caused or alleged to have been caused by any act, omission, or neglect of Lessee or Lessee's directors, officers, employees, agents, invitees or guests, or any parties contracting with Lessee relating to the Premises, except(i) when such loss results from a default by Lessor under this Lease or the willful conduct or negligent act or omission of Lessor, its agents, employees or contractors, or (ii) to the extent of any insurance proceeds received(or receivable)by Lessor or payable under Les...
Sample 1
SUBROGATION AND INDEMNITY. (1) The Guarantor shall be subrogated to all of the rights of the Beneficiary against the applicable Issuer in respect of any amount paid by the Guarantor pursuant to this Guarantee; provided, however, that the Guarantor shall not be entitled to enforce or to receive any payments arising out of or based upon such rights of subrogation until all related Guaranteed Obligations have been paid in full. (2) Any claim that the Guarantor may have against an Issuer by way of subrogation or indemnity in connection with this Guarantee shall not, by virtue of such right of subrogation or indemnity, create a first charge on the assets of the Issuer for the purposes of paragraph 369(1)(a) of the Bank Act (Canada), paragraph 374(1)(a) of the Trust and Loan Companies Act or paragraph 353(1)(a) of the Cooperative Credit Associations Act (Canada), if applicable, or any successors thereto.
Sample 1
SUBROGATION AND INDEMNITY. (1) The Issuer acknowledges and agrees that the Guarantor shall be subrogated to all of the rights of each Beneficiary under the Guarantee against the Issuer in respect of any amount paid by the Guarantor pursuant to the Guarantee; provided, however, that the Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon such rights of subrogation until all Guaranteed Obligations under the related Guaranteed Instrument shall have been paid in full. (2) The Guarantor acknowledges that any claim that the Guarantor may have against the Issuer by way of subrogation or indemnity in connection with the Guarantee or under the Indemnity Agreement shall not, by virtue of such right of subrogation or indemnity, create a first charge on the assets of the Issuer for the purposes of paragraph 369(1)(a) of the Bank Act (Canada), paragraph 374(1)(a) of the Trust and Loan Companies Act or paragraph 353(1)(a) of the Cooperative Credit Associations Act (Canada) or any successors thereto.
Sample 1
SUBROGATION AND INDEMNITY. In addition to the rights of subrogation which the Company may have as a matter of law or equity, the Indemnitor shall indemnify Company from and against all liabilities by reason of the guaranty agreement, the Credit Agreement, the Note and the other loan documents and against all demands, claims, actions, losses and expenses arising therefrom, including reasonable attorney's fees.
Sample 1
SUBROGATION AND INDEMNITY. The Guarantor shall not exercise any rights which it may have acquired by way of subrogation, indemnity or contribution under this Guarantee (by virtue of any payment being made by it hereunder, or any liability of it to make payment hereunder, or otherwise) or exercise any right of contribution against any other guarantor, unless and until all Guaranteed Obligations have been finally paid and performed in full. If any amount shall be paid (including through any exercise of set-off rights) to the Guarantor arising out of or based upon such right of subrogation, indemnity or contribution at a time when the Guaranteed Obligations have not been finally paid and performed in full, such amount shall be deemed to have been paid to the Guarantor for the benefit of, and held by the Guarantor in trust for, the Guarantee Beneficiaries, and shall forthwith be paid to the Guarantee Beneficiaries, to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.
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SUBROGATION AND INDEMNITY. Until the Indebtedness has been paid in full, Guarantor waives any right: (i) to enforce any indemnity Guarantor has or may have under any agreement or law against IC One; (ii) to enforce any remedy Guarantor has or may have against IC One; and (iii) to participate in, or benefit from, any security for the Indebtedness or this Guaranty now or hereafter held by Xxxxx Star. If any bankruptcy proceeding is filed at any time by or against IC One, and if the Indebtedness is not at that time fully paid or fully secured, each Guarantor waives any claim such Guarantor may have against IC One as a creditor or holder of a claim.
Sample 1

Related to SUBROGATION AND INDEMNITY

  • Compensation and Indemnity The Company shall pay to the Trustee from time to time such reasonable compensation as the Company and the Trustee shall from time to time agree in writing for the Trustee’s services hereunder. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to the compensation for its services, except any such expenses as shall have been caused by the Trustee’s own negligence, bad faith or willful misconduct. Such expenses shall include the reasonable fees and out-of-pocket expenses of the Trustee’s agents, counsel and accountants. The Company shall indemnify the Trustee against any and all loss, liability, claim, damage or expense (including reasonable attorneys’ fees and expenses) incurred by it in connection with the acceptance or administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company promptly of any claim of which a Responsible Officer has received notice or of which a Responsible Officer has otherwise become aware for which the Trustee or any Trustee Party (as defined below) may seek indemnity. The Company shall defend the claim and the Trustee shall cooperate and shall cause all Trustee Parties to cooperate in the defense. The Trustee and all Trustee Parties may have one firm of separate counsel selected by the Trustee in connection with the defense of such claim and the Company shall pay the reasonable fees and out-of-pocket expenses of such counsel; provided, however, that the Company will not be required to pay such fees and expenses if, subject to the approval of the Trustee (which approval shall not be unreasonably withheld), it assumes the Trustee’s defense and there is no conflict of interest between the Company, on the one hand, and the Trustee and any Trustee Parties subject to the claim, on the other hand, in connection with such defense as reasonably determined by the Trustee. The Company need not reimburse any expense or indemnify against any loss, damage, claim, liability or expense caused by or resulting from the willful misconduct or negligence of the Trustee or a Trustee Party. The Company need not pay for any settlement made by the Trustee or any Trustee Party without the Company’s written consent, such consent not to be unreasonably withheld. All indemnifications and releases from liability granted hereunder to the Trustee shall extend to its officers, directors, employees, agents and successors (collectively, “Trustee Parties”). To secure the Company’s payment obligations in this Section 7.07, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee pursuant to this Indenture, other than money or property held in trust to pay principal of, or premium, if any, or interest on, or other amounts payable to Holders under, the Notes or the Guarantees. The Company’s payment obligations pursuant to this Section 7.07 shall survive the resignation or removal of the Trustee and the discharge or termination of this Indenture. Without prejudice to any other rights available to the Trustee under applicable law, when the Trustee incurs expenses after the occurrence of a Default specified in clause (5) of the first paragraph of Section 6.01 with respect to the Company, the expenses are intended to constitute expenses of administration under applicable Insolvency Law.

  • Insurance and Indemnity (a) The Hirer shall be liable for: (i) the cost of repair of any damage (including accidental and malicious damage) done to any part of the premises including the curtilage thereof or the contents of the premises (ii) the cost of any special cleaning after an event to return the hall to its normal condition§ deemed appropriate by the WVHRGT (iii) all claims, losses, damages and costs made against or incurred by the WVHRGT, their employees, volunteers, agents or invitees in respect of damage or loss of property or injury to persons arising as a result of the use of the premises (including the storage of equipment) by the Hirer, and (iv) all claims, losses, damages and costs made against or incurred by WVHRGT, their employees, volunteers, agents or invitees as a result of any nuisance caused to a third party as a result of the use of the premises by the Hirer, and subject to sub-clause (b), the Hirer shall indemnify and keep indemnified accordingly each member of the WVHRGT and their employees, volunteers, agents and invitees against such liabilities. (b) WVHRGT has taken out adequate insurance to insure the liabilities described in sub- clauses (a)(i) above and may, in its discretion and in the case of non commercial hirers, insure the liabilities described in sub-clauses (a) (ii) and (iii) above. WVHRGT shall claim on its insurance for any liability of the Hirer hereunder but the Hirer shall indemnify and keep indemnified each member of the WVHRGT and its employees, volunteers, agents and invitees against (a) any insurance excess incurred and (b) the difference between the amount of the liability and the monies received under the insurance policy. (c) Where the WVHRGT does not insure the liabilities described in sub-clauses (a)(ii) and (iii) above, the Hirer shall take out adequate insurance to insure such liability and on demand shall produce the policy and current receipt or other evidence of cover to the WVHRGT. Failure to produce such policy and evidence of cover will render the hiring void and enable the hall secretary to rehire the premises to another Hirer. WVHRGT is insured against any claims arising out of its own negligence.

  • Hold Harmless and Indemnity Consultant shall fully and promptly undertake its obligations as set forth below:

  • Liability and Indemnity a. In no event shall the City be liable to the Contractor for special, indirect, or consequential damages, except those caused by the City’s gross negligence or willful or wanton misconduct arising out of or in any way connected with a breach of this contract. The maximum liability of the City shall be limited to the amount of money to be paid or received by the City under this contract. b. The Contractor shall defend, indemnify and save harmless the City, its elected or appointed officials, agents and employees from and against any and all liability, suits, damages, costs (including attorney fees), losses, outlays and expenses from claims in any manner caused by, or allegedly caused by, or arising out of, or connected with, this contract, or the work or any subcontract thereunder (the Contractor hereby assuming full responsibility for relations with subcontractors), including, but not limited to, claims for personal injuries, death, property damage, or for damages from the award of this contract to Contractor, notwithstanding any possible negligence, whether sole or concurrent, on the part of the City, its officials, agents and employees. c. The Contractor shall indemnify and hold the City harmless from all wages or overtime compensation due any employees in rendering services pursuant to this agreement or any subcontract, including payment of reasonable attorneys’ fees and costs in the defense of any claim made under the Fair Labor Standards Act, the Missouri Prevailing Wage Law or any other federal or state law. d. The indemnification obligations of Contractor hereunder shall not be limited by any limitations as to the amount or type of damages, compensation or benefits payable by or for the Contractor, under any federal or state law, to any person asserting the claim against City, its elected or appointed officials, agents and employees, for which indemnification is sought. e. The indemnification obligations herein shall not negate, abridge or reduce in any way any additional indemnification rights of the City, its elected or appointed officials, agents and employees, which are otherwise available under statute, or in law or equity. f. Contractor affirms that it has had the opportunity to recover the costs of the liability insurance required in this agreement in its contract price. Contractor’s obligation under this agreement to defend, indemnify, and hold harmless any person from that person’s own negligence or wrongdoing is limited to the coverage and limits of the applicable insurance required of the Contractor under this agreement. g. The Contractor shall indemnify and hold the City harmless for any penalties, fines, fees or costs, including costs of defense, which are charged or assessed by any Federal, state or local agency including, but not limited to, Environmental Protection Agency or Department of Natural Resources.

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