Issuer Indemnified Persons definition
Examples of Issuer Indemnified Persons in a sentence
In the event that the Distributor elects to assume the defense of any suit and retain counsel, the Issuer, or the Issuer Indemnified Persons, shall bear fees and expenses of any additional counsel retained by it or them.
Notwithstanding the foregoing, the Purchaser will not be responsible for any Damages or expenses to the extent that a court of competent jurisdiction shall have finally determined that such Damages or expenses resulted primarily from such Issuer Indemnified Person's bad faith or gross negligence or material breach of this Agreement or the Securityholders Agreement.
For purposes of this Section 6(b), “Damages” shall mean any amounts owed from SCM to the Issuer or any other Issuer Indemnified Persons arising in accordance with Section 9 herein.
If the Distributor does not elect to assume the defense of any suit, it will reimburse the Issuer, or the Issuer Indemnified Persons, for the reasonable fees and expenses of any counsel retained by it or them.
If the Distributor elects to assume the defense, the defense shall be conducted by counsel chosen by it and satisfactory to the Issuer, or the Issuer Indemnified Persons.
None of the Issuer Indemnified Persons shall be individually or personally liable for the payment of any Bond Service Charges on the Bonds or any costs incidental thereto or any sum hereunder or under the Indenture or be subject to any personal liability or accountability by reason of the execution and delivery of this Loan Agreement or the Indenture except in the case of such Issuer Indemnified Person’s own willful misconduct.
Each Borrower shall pay and indemnify the Issuer and the Issuer Indemnified Persons all fees, costs and charges, including fees and expenses of attorneys, accountants, consultants and other experts, incurred in good faith and arising out of or in connection with this Loan Agreement, Borrower Financing Documents, the Bonds or the Trust Indenture.
Further, the Issuer shall not be obligated to take any action or execute any document which might in its reasonable judgment involve it in any expense or liability unless it shall have been furnished with assurance of payment or reimbursement for any expense and with reasonable indemnity for liability of the Issuer Indemnified Persons.