Indemnification and Set Off. In addition to the other rights now or hereafter conferred by Applicable Law and those described in subsection 5.6.2 and Section 7.10, and without limiting such rights, following the occurrence of an Event of Default which is continuing, each Lender and the Agent is hereby authorized by each Obligor, at any time and from time to time, subject to the obligation to give notice to the Borrower subsequently and within a reasonable time, to set off, indemnify, compensate, use and allocate any deposit (general or special, term or demand, including any debt evidenced by certificates of deposit, whether or not matured) and any other debt at any time held or due by a Lender to an Obligor or to its credit or its account, with respect to and on account of the Loan Obligations and the Other Supported Obligations, including, without limitation, the accounts of any nature or kind which flow from or relate to this Agreement or the other Loan Documents, and whether or not the Agent has made demand under the terms hereof or has declared the amounts referred to in Section 15.2 as payable in accordance with the provisions of that Section and even if such obligation and Debt or either of them is a future or unmatured Debt.
Indemnification and Set Off a. Triad shall indemnify, protect, defend and hold GALC harmless from and against any and all loss, liability, damage, cost or expense (including, without limitation, court costs and reasonable attorneys’ fees) wheresoever and howsoever arising which GALC, or any of its directors, officers, agents, employees, or stockholders may incur as a result of: (1) any event or occurrence arising under or related to any Lease on or prior to the Effective Date related to Triad or its financing source’s administration of such Lease; or (2) any breach by Triad of any of its representations, warranties, covenants or obligations set forth in this Purchase Agreement or the other Transaction Documents. Triad shall further indemnify GALC for any and all defense costs (including, without limitation, court costs and reasonable attorneys’ fees) incurred by GALC in successfully defending any indemnification claim asserted by Triad after the Effective Date against GALC. Notwithstanding the forgoing, Triad’s obligation under this paragraph “a”, EXCEPT with respect to any losses, liabilities, damages, costs or expenses incurred by GALC which reflect an inaccuracy in the Exhibits attached hereto or the enforceability of the Leases (including the “hell or high water” provisions thereof), shall be limited to losses, liabilities, damages, costs and expenses as exceed, when taken together with such losses, etc., as are incurred by GALC under any like Purchase Agreement entered into between GALC and Triad subsequent to this Purchase Agreement prior to March or April of 2004, an aggregate amount of $5,000.00 and as are incurred within two years after the Effective Date. With respect to any losses, liabilities, damages, costs or expenses incurred by GALC which reflect an inaccuracy in the Exhibits or the enforceability of the Leases (including the “hell or high water” provisions thereof), the liability exposure of Triad applicable in this case will be the purchase price of the effected Leases less any moneys received by GALC plus costs and expenses incurred by GALC (including reasonable attorney fees), and the time limit for making such indemnification claim(s) shall be the later of two years after the Effective Date or one year after the applicable end of term date for each Lease.
Indemnification and Set Off. (a) Supplier will indemnify and Purchaser (and its parent, subsidiaries and affiliates, and their respective agents, officers, directors, employees, representatives, successors and permitted assigns) harmless from and against any losses, claims, damages, costs, penalties, fines, liabilities or expenses (including court costs, litigation expenses and reasonable attorneys' fees) (collectively "Claims"), related to a breach of any warranty given by Supplier under this Agreement, the provision of Goods hereunder or any negligent act or failure to act by Supplier or any of Supplier's employees, agents, officers or contractors.
Indemnification and Set Off. 35 8.01. Indemnity by SoftQuad and the Vendor........................35 8.02. Indemnity by the Purchaser..................................36 8.03. Provisions Relating to Indemnity Claims.....................36 8.04. Right to Set -Off...........................................38
Indemnification and Set Off. 8.01. Indemnity by SoftQuad and the Vendor ------------------------------------
Indemnification and Set Off. 31 8.1 Indemnity by Sonora Gold and the Subsidiaries 8.2 Provisions Relating to Indemnity Claims 31 ARTICLE 9 GENERAL PROVISIONS 33 9.1 Further Assurances 33 9.2 Notices 33 9.3 Counterparts 35
Indemnification and Set Off. 8.1 Indemnity by Sonora Gold and the Subsidiaries
Indemnification and Set Off. 8.1 Indemnity by Sonora Copper and the Subsidiary
Indemnification and Set Off. 8.1 Indemnity by the Vendors and the Company.
Indemnification and Set Off
