The Affiliated. Hedge Counterparty acknowledges that it has received a copy of the Existing Repurchase Agreement and each other Transaction Document.
The Affiliated. Parties shall and hereby jointly and severally agree to indemnify and hold the Lessor harmless from and against all obligations, liabilities, losses, costs, claims, expenses, fines, penalties and damages (including, without limitation, attorneys' fees and expenses and court costs) which the Lessor may reasonably incur (I) by reason of this Agreement and (II) in connection with the Interaffiliate Agreements (including, without limitation, all claims and demands which may be asserted against the Lessor by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained in the Interaffiliate Agreements) (the matters described in the foregoing clauses (i) and (ii) are collectively referred to herein as the "Indemnified Losses"). Notwithstanding anything to the contrary contained herein, the Indemnified
The Affiliated. Companies and Members shall give prompt notice to Qorus upon becoming aware that any representation or warranty made by them contained in this Agreement has become untrue or inaccurate, or of any failure of the Affiliated Companies or Members to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by them under this Agreement, in each case, such that the conditions set forth in Article VII would not be satisfied; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the parties or the conditions to the obligations of the parties under this Agreement.
The Affiliated. Company’s Guarantors shall subrogate in the rights of Buyer’s Indmenitee against their respective Sellers should they comply with, in total or in part, the guarantee provided for in this Section, up to the amount of debt effectively complied with.
The Affiliated. Parties shall and hereby jointly and severally agree to indemnify and hold the Lessor harmless from and against all obligations, liabilities, losses, costs, claims, expenses, fines, penalties and damages (including, without limitation, attorneys' fees and expenses and court costs) which the Lessor may reasonably incur (i) by reason of this Agreement and (ii) in connection with the Interaffiliate Agreements (including, without limitation, all claims and demands which may be asserted against the Lessor by reason of any alleged obligation or undertaking on its part to perform or discharge any of the terms, covenants or agreements contained in the Interaffiliate Agreements) (the matters described in the foregoing clauses (i) and (ii) are collectively referred to herein as the "Indemnified Losses"). Notwithstanding anything to the contrary contained herein, the Indemnified Losses shall not include any obligations, liabilities, losses, costs, claims, expenses, fines, penalties or damages arising solely as a result of the Lessor's gross negligence or willful misconduct. The Affiliated Parties shall defend the Lessor against any claim or litigation involving the Lessor for the same, with counsel approved by the Lessor, and should the Lessor incur any such obligation, liability, loss, cost, expense, fine, penalty or damage, then the Affiliated Parties shall reimburse the Lessor for such amounts upon demand, and upon the failure of the Affiliated Parties so to do, the Lessor, at its option, may declare the Lease Obligations immediately due and payable. Notwithstanding anything to the contrary contained herein, the Lessor shall have the option of conducting its own defense with counsel of its own choice, but at the expense of the Affiliated Parties. The foregoing indemnification agreement shall also include all costs reasonably incurred by the Lessor in connection with the enforcement of said indemnification agreement. Any amounts owed to the Lessor under this Section shall be a demand obligation and to the extent permitted under applicable law, shall be added to the Lease Obligations and, if not paid within ten (10) days after demand, shall thereafter, to the extent permitted by applicable law, bear interest at the Overdue Rate until the date of payment. The provisions of this Section shall survive the complete payment and performance of the Obligations and the expiration or earlier termination of all of the Leases.
