Bank Indemnification. Except to the extent of any Losses that arise from the acts or omissions of NextCard, Funding or their directors, officers, employees, agents or affiliates, the Bank shall indemnify and hold harmless NextCard, Funding and their respective directors, officers, employees, agents and assigns from and against any and all Losses resulting from (a) any failure of the Bank to comply with any of the terms and conditions of this Agreement, (b) the inaccuracy of any representation or warranty made by the Bank herein, (c) any infringement or alleged infringement of any of the Bank Credit Card Marks, or the use thereof hereunder, on the rights of any third party, or (d) any failure of the Bank to comply, in respect of its obligations in connection with the Program hereunder, with any applicable laws or regulations.
Bank Indemnification. Whether or not the transactions contemplated hereby are consummated, the Banks shall indemnify upon demand Agent and its directors, officers, employees and agents (to the extent not reimbursed by or on behalf of Borrower and without limiting the obligation of Borrower to do so), pro rata, from and against any and all actions, causes of action, suits, losses, liabilities, damaged and expenses, including attorneys’ fees and expenses (collectively, the “Indemnified Liabilities”); provided that no Bank shall be liable for any payment to Agent of any portion of the Indemnified Liabilities to the extent determined by a final, non-appealable judgment by a court of competent jurisdiction to have resulted from Agent’s gross negligence or willful misconduct. No action taken in accordance with the directions of the Required Banks shall constitute gross negligence or willful misconduct for purposes of this Agreement. Without limitation of the foregoing, each Bank shall reimburse Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Loan Expenses) incurred by the Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent is not reimbursed for such expenses by or on behalf of Borrower. The undertaking in this Section shall survive repayment of the Loans, cancellation of the Notes, any foreclosure under, or modification, release or discharge of, any or all of the Loan Documents, termination of this Agreement and the resignation or replacement of the Agent.
Bank Indemnification. The Banks agree to indemnify the Agent Bank and its officers, directors, employees, representatives and agents (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their Pro Rata Shares, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for the Agent Bank or such Person in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not the Agent Bank or such Person shall be designated a party thereto) that may at any time 108 (including, without limitation, at any time following the payment of the Obligations) be imposed on, incurred by or asserted against the Agent Bank or such Person as a result of, or arising out of, or in any way related to or by reason of, any of the transactions contemplated hereby or the execution, delivery or performance of any Transaction Document (but excluding any such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to the extent resulting from the gross negligence or willful misconduct of the Agent Bank or such Person as finally determined by a court of competent jurisdiction).
Bank Indemnification. Customer agrees that Bank may act upon any instructions received from MDC concerning delivery, transfer of title, sale or disposition of commodities held by Bank on Customer's behalf. Customer further agrees to indemnify the Bank from any liability to Customer for actions taken by Bank in conformity with such instructions.
Bank Indemnification. Xxxxxxxx agrees that Bank may act upon any instructions from MCC concerning delivery, transfer, sale or disposition of commodities held by Bank on Xxxxxxxx's behalf. Xxxxxxxx further agrees to indemnify Bank from any liability to Borrower for actions taken by Bank in conformity with such instructions.
Bank Indemnification. The Company hereby agrees, to indemnify and defend and hold harmless the Bank, Premier and their Affiliates, directors, officers, employees, managers, members and agents and their successors and assigns (collectively, the "Bank Indemnified Persons") against and in respect of any and all Adverse Consequences incurred, suffered, sustained or required to be paid by a Bank Indemnified Person resulting or arising from or incurred in connection with: (i) any misrepresentation, breach of warranty, breach of representation, or non-fulfillment or non-performance of any agreement, covenant or condition on the part of the Company made herein or to be performed, complied with or fulfilled under this Agreement; or (ii) any Proceeding incident to any of the foregoing. This indemnity obligation on the part of Company shall survive the termination, expiration or cancellation of this Agreement for any reason whatsoever.
Bank Indemnification. Except to the extent of any Losses that arise from the acts or omissions of NextCard, Funding or their directors, officers, employees, agents or affiliates, the Bank shall indemnify and hold harmless NextCard, Funding and their respective directors, officers, employees, agents and assigns from and against any and all Losses resulting from
Bank Indemnification. The Bank agrees to indemnify and hold -------------------- harmless the Placement Agent, each person, if any, who controls the Placement Agent, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and its respective partners, directors, officers, employees and agents (including counsel for the Placement Agent) as follows:
Bank Indemnification. The PC Shareholders (other than XxXxxxxx), Holdings, the Management Companies and the Professional Corporations, jointly and severally, shall indemnify and defend Bank against any and all claims, expenses, liabilities and losses, including reasonable attorneys' fees, incurred or suffered by Bank by reason of the exercise or failure to exercise any rights of Bank under this Agreement, excluding only such claims, expenses, liabilities and losses arising solely from the gross negligence or willful misconduct of Bank. XxXxxxxx shall indemnify and defend Bank against any and all claims, expenses, liabilities and losses, including reasonable attorneys' fees, incurred or suffered by Bank by reason of the exercise or failure to exercise any rights of Bank under this Agreement caused by any act or omission of XxXxxxxx, excluding only such claims, expenses, liabilities and losses arising solely from the gross negligence or willful misconduct of Bank.
