Indemnification by Mortgagor Clause Samples
Indemnification by Mortgagor. Mortgagor shall protect and indemnify Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and disbursements), imposed upon or incurred by or asserted against Mortgagee or the members, partners, shareholders, directors, officers, agents or employees of Mortgagee by reason of (a) ownership of the Property or any interest therein, or receipt of any Rents or other sum therefrom, (b) any accident to, injury to or death of persons or loss of or damage to Property occurring on or about the Property or the adjoining sidewalks, curbs, vaults or vault space, if any, streets or ways, except to the extent caused by Mortgagee’s gross negligence or willful misconduct, (c) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with any of the terms, covenants, conditions and agreements set forth in this Mortgage, the Waterpark Lease, the Guaranty, the Stadium Pledge Agreement, the Fields Pledge Agreement, and/or any of the other Security Documents, or any agreement, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligations, (d) any failure on the part of Village Waterpark, Stadium Mortgagor, and/or Mortgagor to perform or comply with (i) any other agreement executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor, or (ii) any requirement of law, (e) payment of sums for the protection of the lien and security interest of Mortgagee in and to the Property, (f) performance of any labor or services or the furnishing of any materials or other property in respect of the Property or any part thereof for construction or maintenance or otherwise, or (g) any action brought against Mortgagee attacking the validity, priority or enforceability of this Mortgage, the Guaranty, the Waterpark Lease, the Stadium Pledge Agreement, the Fields Pledge Agreement, any other Security Document, or any agreement, reimbursement agreement, guaranty, or any other agreements executed by Village Waterpark, Stadium Mortgagor, and/or Mortgagor or any other persons directly or indirectly liable for the payment of the Obligations; provided, however, that the foregoing indemnity shall not extend to such liabilities, claims or obligations as result from the fraud, gross negl...
Indemnification by Mortgagor. The Mortgagor will protect, indemnify, and save harmless the Mortgagee from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs, and expenses (including, without limitation, attorneys fees and expenses) imposed upon or incurred by or asserted against the Mortgagee by reason of (a) ownership of the Mortgaged Property, or any interest therein, or receipt of any rent or other sum therefrom, (b) any accident, injury to or death of persons or loss of or damage to property occurring on or about the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults, and vault space, if any except if caused by the willful misconduct or gross negligence of the Mortgagee or its agents after Mortgagee gains possession of the Mortgaged Premises or takes title to the Mortgaged Premises, (c) any use, non-use, or condition of the Mortgaged Property or any part thereof or the adjoining sidewalks, curbs, vaults, and vault space, if any, (d) any failure on the part of the Mortgagor to perform or comply with any of the terms of this Mortgage, (e) performance of any labor or services or the furnishing of any materials or other property in respect to the Mortgaged Property or any part thereof, (f) any negligence or tortious act on the part of the Mortgagor or any of its agents, contractors, sublessees, licensees, or invitees, or (g) exercise by the Mortgagee of any remedy provided hereunder or at law or equity, unless such were the result of bad faith or willful misconduct of the Mortgagee. Any amounts, payable to the Mortgagee under this section, which are not paid within thirty (30) days after written demand therefor by the Mortgagee shall bear interest at the interest rate per annum then in effect on the Note (unless collection from the Mortgagor of interest at such rate of interest would be contrary to applicable law, in which event such amounts shall bear interest at the highest rate of interest which may be collected from the Mortgagor under applicable law) from the date of such demand, and shall be secured by this Mortgage. If any action, suit, or proceeding is brought against the Mortgagee by reasons of any such occurrence, the Mortgagor upon the Mortgagee’s request will, at the Mortgagor’s expense, resist and defend such action, suit, or proceeding or will cause the same to be resisted and defended by counsel for the insurer of the liability or by counsel designated by the Mortgagor approved by the Mortgagee.
Indemnification by Mortgagor. MORTGAGOR AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS MORTGAGEE, ITS AFFILIATES, AND ALL OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUCCESSORS, ATTORNEYS AND ASSIGNS, FROM AND AGAINST ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, COSTS, EXPENSES AND DISBURSEMENTS OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED ON, INCURRED BY OR ASSERTED AGAINST ANY OF THEM IN ANY WAY RELATING TO OR ARISING OUT OF THIS MORTGAGE, ANY TRANSACTION RELATED HERETO OR THERETO, OR ANY ACT, OMISSION OR TRANSACTION OF MORTGAGOR, ANY SUBSIDIARY, ANY GUARANTOR OR ANY OF THEIR AFFILIATES, OR ANY OF THEIR DIRECTORS, OFFICERS, AGENTS, EMPLOYEES OR REPRESENTATIVES; PROVIDED, HOWEVER, THAT MORTGAGOR SHALL NOT INDEMNIFY, DEFEND AND HOLD HARMLESS ANY INDEMNIFIED PERSON FOR LOSSES OR DAMAGES THAT MORTGAGOR PROVES WERE CAUSED BY SUCH PERSON'S WILLFUL MISCONDUCT, GROSS NEGLIGENCE OR OTHER NEGLIGENCE. MORTGAGEE SHALL NOT BE LIABLE TO MORTGAGOR OR ANY SUBSIDIARY OR ANY GUARANTOR FOR ANY CONSEQUENTIAL DAMAGES. THIS INDEMNITY SHALL SURVIVE REPAYMENT OF MORTGAGOR'S OBLIGATIONS TO MORTGAGEE.
Indemnification by Mortgagor. Mortgagor agrees to indemnify, to defend, and to save Mortgagee, each Lender and the officers, directors, employees, agents and affiliates of Mortgagee and each Lender harmless from any and all claims, suits, obligations, damages, losses, costs, expenses (including without limitation Mortgagee's attorneys' fees), demands, liabilities, penalties, fines, and forfeitures of any nature whatsoever that may be asserted against or incurred by Mortgagee arising out of or in any manner occasioned by this Ship Mortgage and the exercise of the rights and remedies granted Mortgagee hereunder, and Mortgagor's obligations to so indemnify, defend, and hold Mortgagee harmless shall be secured by this Ship Mortgage. The foregoing indemnity provision shall survive the cancellation of this Ship Mortgage as to all matters arising or accruing prior to such cancellation, and the foregoing indemnity provisions shall survive in the event that Mortgagee elects to exercise any of its remedies as provided under this Ship Mortgage following any Event of Default hereunder.
Indemnification by Mortgagor. Subject to the provisions of Section 33 hereof, Mortgagor will protect, indemnify and save harmless Mortgagee, and all officers, directors, stockholders, partners, employees, agents, successors and assigns thereof (collectively, the "Indemnified Parties") from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including all reasonable attorneys' fees and expenses actually incurred) imposed upon or incurred by or asserted against the Indemnified Parties or the Mortgaged Property or any part of its interest therein by a third party, by reason of the occurrence or existence of any of the following (to the extent Insurance Proceeds payable on account of the following shall be inadequate; it being understood that in no event will the Indemnified