Environmental and Safety and Health Indemnity. Borrower hereby indemnifies Lender and agrees to hold Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and Attorneys' Fees) which at any time or from time to time may be paid, incurred or suffered by, or asserted against, Lender for, with respect to, or as a direct or indirect result of the violation by Parent or any of its Subsidiaries of any Environmental Law or Occupational Safety and Health Law, or with respect to, or as a direct or indirect result of, (i) the presence on or under, or the escape, seepage, leakage, spillage, disposal, discharge, emission or release from, properties utilized by Parent and/or any Subsidiary of Parent into or upon any land, the atmosphere, or any watercourse, body of water, groundwater or wetland, of any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) or (ii) the existence of any unsafe or unhealthful condition on or at any premises utilized by Parent and/or any Subsidiary of Parent in the conduct of its business. The provisions and undertakings of indemnification set out in this Section 9.1 shall survive satisfaction and payment of the Liabilities and termination of this Agreement.
Environmental and Safety and Health Indemnity. Borrower hereby agrees to indemnify Agent and each Lender and agrees to hold Agent and each Lender and their predecessors and successors in interest, and its affiliates, employees, agents, directors and officers harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including, without limitation, court costs, consulting fees, costs of investigation and reasonable attorneys’ fees) which at any time or from time to time may be paid, incurred or suffered by, or asserted against, Agent or any Lender for, with respect to, or as a direct or indirect result of (A) the violation or alleged violation by Borrower or any of its predecessors in interest of any Environmental Laws regarding past, present or future property or operations; (B) the presence on or under, or the release from, at or to, properties utilized by Borrower and/or any predecessor in interest of any Hazardous Substances; (C) the existence of any unsafe or unhealthful condition on or at any premises utilized by Borrower or any predecessor in interest in the past, present or future; (D) transport, treatment, recycling, storage, disposal, or release or threatened release, or arrangement therefor, to, at or from any facility owned or operated by another Person, of any Hazardous Substances generated by Borrower or its predecessors in interest; (E) any remedial action or corrective action arising out of, related to, or in connection with any past, present or future property or operations of Borrower or any of its predecessors in interest; (F) asbestos-containing material, in or at any past, present or future property of Borrower or any of its predecessors in interest; (G) failure to comply with any representations, warranties, covenants, terms or conditions of this Loan Agreement that relate to Environmental Laws or Hazardous Substances; and (H) any environmental, health or safety investigation or review conducted by or on behalf of Agent and Lenders in connection with this Loan Agreement; provided that Borrower shall have no obligation to Agent and Lenders hereunder with respect to any such liabilities arising from the gross negligence or willful misconduct of Agent or any Lender. The provisions of and undertakings and indemnification set out in this Section shall survive satisfaction and payment of the Liabilities and termination of this Loan Agreement and shall expressly cover time periods when Agent or any Lender may h...
Environmental and Safety and Health Indemnity. Borrower hereby indemnifies, exonerates and holds the Agent, each Lender and each other holder of a Note, and each of its officers, directors, employees and agents (collectively, the "Indemnified Parties") free and harmless from and against any and all actions, causes of action, suits, costs, liabilities, losses, damages, injuries, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and Attorneys' Fees) (a) relating to or arising under any Environmental Law or Occupational Safety and Health Law; or (b) which otherwise may be paid, incurred or suffered by or asserted against such Indemnified Party for, with respect to, or as a direct or indirect result of the violation by Borrower, any other Obligor, any of Borrower's Subsidiaries or any other Related Party of Borrower, or any immediate or remote predecessor of any of them, of any Environmental Law or Occupational Safety and Health Law; or (c) with respect to, or as a direct or indirect result of, (1) the presence of any Hazardous Material on or under, or the escape, seepage, leakage, spillage, disposal, discharge, emission, threat of Release, or Release of any Hazardous Material from, any property allegedly owned, operated or controlled by Borrower, any other Obligor, any of Borrower's Subsidiaries or any other Related Party of Borrower (or any immediate or remote predecessors of any of them), or any property at which Hazardous Material allegedly generated by any such Person, or any immediate or remote predecessors of any of them, may have come to be located, or (2) the existence of any unsafe or unhealthful condition on or at any premises operated or controlled by any such Person or any immediate or remote predecessor of any of them. Notwithstanding the foregoing, the Borrower shall have no liability for acts or omissions of any Lender or other holder of a Note which constitute gross negligence, bad faith or willful misconduct by such Lender or other holder.
Environmental and Safety and Health Indemnity. Borrower hereby indemnifies the Indemnitees and agrees to hold the Indemnitees harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and
Environmental and Safety and Health Indemnity. Baldxxx xxxeby indemnifies the Indemnitees and agrees to hold the Indemnitees harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and attorneys' fees) which at any time or from time to time may be paid, incurred or suffered by, or asserted against, an Indemnitee for, with respect to, or as a direct or indirect result of the violation by Baldxxx xx any Subsidiary, of any Environmental Law; or with respect to, or as a direct or indirect result of the escape, seepage, leakage, spillage, disposal, discharge, emission or release from, properties utilized by Baldxxx xxx/or any Subsidiary in the conduct of its business into or upon any land, the atmosphere, or any watercourse, body of water or wetland, of any Hazardous Material (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under the Environmental Laws). The provision of and undertakings and indemnification set out in this
Environmental and Safety and Health Indemnity. Borrower hereby indemnifies DFS and agrees to hold DFS harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including, without limitation, court costs and legal fees) which at any time or from time to time may be paid, incurred or suffered by, or asserted against, DFS for, with respect to, or as a direct or indirect result of the violation by Borrower or any Subsidiary, of any Environmental Law or OHSA Law; or with respect to, or as a direct or indirect result of (a) the presence on or under, or the escape, seepage, leakage, spillage, disposal, discharge, emission or release from, properties utilised by Borrower and/or any Subsidiary in the conduct of its business into or upon any land, the atmosphere, or any watercourse, body of water or wetland, of any Hazardous Material or other hazardous, toxic or dangerous waste, substance or constituent, or other substance (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under the Environmental Laws) or (b) the existence of any unsafe or unhealthful condition on or at any premises utilised by Borrower and/or any Subsidiary in the conduct of its business. The provision of and undertakings and indemnification set out in this Section 12.1 shall survive satisfaction and payment of the Obligations and termination of this Agreement.
Environmental and Safety and Health Indemnity. Each Borrower hereby indemnifies each Agent and each Lender and agrees to hold each Agent and each Lender harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever (including without limitation court costs and Attorneys' Fees) which at any time or from time to time may be paid, incurred or suffered by, or asserted against, any Agent or any Lender for, with respect to, or as a direct or indirect result of the violation by either Borrower or any Designated Subsidiary of any Environmental Law or Occupational Safety and Health Law, or with respect to, or as a direct or indirect result of (a) the presence on or under, or the Release from, properties utilized by either Borrower and/or any Designated Subsidiary in the conduct of its business into or upon any land, the atmosphere, or any watercourse, body of water or wetland, of any Hazardous Material or the escape, seepage, leakage, spillage, disposal, discharge, emission or release of any other hazardous or toxic waste, substance or constituent, or other substance (including without limitation any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under any Environmental Law) or (b) the existence of any unsafe or unhealthful condition on or at any premises utilized by either Borrower and/or any Designated Subsidiary in the conduct of its business except, with respect to any of the foregoing, to the extent arising out of the gross negligence or willful misconduct of any Agent or any Lender.
Environmental and Safety and Health Indemnity. Each Loan Party hereby indemnifies Lender and agrees to hold Lender harmless from and against any and all losses, liabilities, damages, injuries, reasonable costs, reasonable expenses and claims of any and every kind whatsoever (including, without limitation, court costs and Attorneys' Fees) (i) relating to or arising under any Environmental Law; or (ii) which otherwise may be paid, incurred or suffered by, or asserted against Lender for, with respect to, or as a direct or indirect result of the violation by any Loan Party, any other Obligor or any Related Party (excluding CSHC and Cortelco for purposes hereof), or any immediate or remote predecessor of any of them, of any Environmental Law or occupational Safety and Health Law; or (iii) with respect to, or as a direct or indirect result of (A) the presence on or under, or the escape, seepage, leakage, spillage, disposal, discharge, emission, threat of release, or release of any Hazardous Material from, any property allegedly owned or -101- 110 operated by any Loan Party, any other Obligor or any Related Party (excluding CSHC and Cortelco for purposes hereof) (or any immediate or remote predecessors of any of them), or any property at which Hazardous Material allegedly generated by any Loan Party, any other Obligor, or any Related Party (excluding CSHC and Cortelco for purposes hereof), or any immediate or remote predecessors of any of them, may have come to be located, or (B) the existence of any unsafe or unhealthful condition on or at any premises utilized by any Loan Party, any other Obligor, or any Related Party (excluding CSHC and Cortelco for purposes hereof) or any immediate or remote predecessor of any of them. The provisions of and undertakings and indemnification set out in this Section 9.1 shall survive satisfaction and payment of the Liabilities and termination of this Agreement.
