Suits, Etc. Brought by the Collateral Agent. In any suit, proceeding or action brought by the Collateral Agent in its individual capacity (and in its capacity as agent hereunder) under or with respect to the Collateral for any sum owing under this Agreement or any other Financing Document, or to enforce any provisions hereof or thereof, the Company will save, indemnify and keep the Collateral Agent in its individual capacity (and in its capacity as trustee or agent hereunder) harmless from and against all expense, loss or damage (including reasonable attorney's fees and documented expenses) suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligee thereunder, arising out of a breach by any Grantor of any of its obligations hereunder or thereunder or arising out of any other agreement, indebtedness or liability at any time owing to, or in favor of, such obligee or its successors from the Company, and all such obligations of the Company shall be and remain enforceable against and only against the Company, and shall not be enforceable against the Collateral Agent (in its individual capacity) or any other Creditor Party.
Suits, Etc. In any suit, proceeding or action brought by the Secured Parties Representative under or with respect to the Transaction Documents for any sum owing thereunder or to enforce any provisions thereof, the Borrower shall save, indemnify and keep the Secured Parties Representative harmless from and against all loss, damage and reasonable, out-of-pocket expense suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder (unless such expense, loss or damage is caused by the gross negligence, bad faith or willful misconduct of the Secured Parties Representative) arising out of a breach by the Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from the Borrower and all such obligations of the Borrower shall be and remain enforceable against and only against the Borrower and shall not be enforceable against the Secured Parties Representative or any other Secured Party.
Suits, Etc. No actions, suits, or proceedings are pending against or by, threatened against or by, or affecting Purchaser that question the validity or enforceability of this Agreement or of any action taken by it under this Agreement, in any court or before any governmental authority, domestic or foreign.
Suits, Etc. Brought by the Collateral Agent 62
Suits, Etc. Other Than by or in the Right of the Corporation. The Corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal or administrative or investigative, other than an action by or in the right of the Corporation, by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with the action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Suits, Etc by or in the Right of the Corporation. The Corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense or settlement of the action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which the person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation unless and only to the extent that the court in which the action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses which the court shall deem proper.
Suits, Etc. Brought by the Collateral Agent 24 Section 7.10 Compensation of the Collateral Agent 24 Section 7.11 Taxes, Stamp and Other Similar Taxes 25 Section 7.12 Limitation on Duties in Respect of Collateral 25 Section 7.13 Right to Initiate Judicial Proceedings, Etc. 26 Section 7.14 Exculpatory Provisions 26 Section 7.15 Treatment of Creditor Parties 26 Section 7.16 Miscellaneous 27 Section 7.17 Indemnification 27 Section 7.18 Publicity 28 Section 7.19 Merger; Consolidation 28 ARTICLE VIII OTHER AGREEMENTS ARTICLE IX MISCELLANEOUS Section 9.01 Indemnity and Expenses 28 Section 9.02 Amendments; Waivers, Etc. 29 Section 9.03 Reserved 29 Section 9.04 Reserved 29 Section 9.05 Security Interest Absolute and Waivers 29 Section 9.06 Notices; Etc. 29
Suits, Etc. Except as set forth on Schedule 4.4, no actions, suits, claims, or proceedings are pending against or by, or threatened against or by, or affecting, any B/S/S Party, or any portion of the Property or the condition of title thereto, in any court or before any judicial, administrative, or union body or any arbitrator or any governmental authority.
Suits, Etc. In any suit, proceeding or action brought by the Indenture Trustee under or with respect to the Related Documents for any sum owing thereunder or to enforce any provisions thereof, DLPT shall save, indemnify and keep the Indenture Trustee harmless from and against all loss, damage and reasonable, out-of-pocket expense suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder (unless such expense, loss or damage is caused by the gross negligence, bad faith or willful misconduct of the Indenture Trustee) arising out of a breach by DLPT of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligor or its successors from DLPT and all such obligations of DLPT shall be and remain enforceable against and only against DLPT and shall not be enforceable against the Indenture Trustee or any other Secured Party.
