Examples of Lender Indemnified Person in a sentence
The Lenders will not be liable to any Lender Indemnified Person under this Agreement to the extent, but only to the extent that a loss, claim, damage or liability is attributable to any Lender Indemnified Person’s material breach of any of the representations, warranties, covenants or agreements made by such Lender Indemnified Person in this Agreement or attributable to the material actions or material inactions of such Lender Indemnified Person.
In any such proceeding, any Lender Indemnified Person shall have the right to retain its own counsel, and the fees and expenses of such counsel shall be at the expense of the applicable Lenders; provided, that the Lenders shall not be liable for the fees and expenses of more than one separate firm of attorneys at any time for all Lender Indemnified Persons.
Without the prior written consent of the Lender Indemnified Person, which shall not be unreasonably withheld, delayed or conditioned, no shall effect any settlement of any pending or threatened proceeding in respect of which any Lender Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Lender Indemnified Person, unless such settlement includes an unconditional release of such Lender Indemnified Person from all liability arising out of such proceeding.
No Lender Indemnified Person shall be liable for any indirect or consequential damages in connection with its obligations hereunder or its activities related to this Note.
The Borrower shall not, without the prior written consent of the applicable Lender Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Lender Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Lender Indemnified Person, unless such settlement includes an unconditional release of such Lender Indemnified Person from all liability on claims that are the subject matter of such proceeding.
Each Lender Indemnified Person shall have the right to employ separate counsel in any such action and to participate in the defense thereof, and after notice from the Borrower of its election to assume the defense thereof, the fees and expenses of such separate counsel shall be at the expense of the Borrower, if such Lender Indemnified Person reasonably determines, with the advice of counsel, that a conflict of interest exists between such party and the Borrower in connection with such action.
The Borrower shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Borrower agrees to indemnify the applicable Lender Indemnified Person from and against any loss or liability by reason of such settlement or judgment.
Amounts owing pursuant to this Section 6.1 shall be due and payable on the next succeeding Payment Date following written demand therefor by the applicable Lender Indemnified Person to the Borrower (with a copy to the Lender Group Agent of such Lender Indemnified Person’s corresponding Lender Group).
Each Lender Indemnified Person and each other Person identified above is an express third party beneficiary of this Section 8.2(g)(i).
The Borrower shall not be obligated to any Lender Indemnified Person pursuant to this paragraph if it has not received notice of the action with respect to which indemnification is sought.