Indemnification by the Authority. During the term of this Contract, the Authority shall indemnify and hold harmless the Contractor, its personnel, and its agents, against and from all claims, damages, losses and expenses (including legal fees and expenses) in respect of:
Indemnification by the Authority. The Authority, to the fullest extent permitted by law, shall indemnify the Lender, each Participant and each Noteholder, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Lender, such Participant or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Authority by the Lender shall be conclusive absent manifest error. In addition, the Authority shall indemnify the Lender, any Participant and the other Noteholder, within ten (10) days after demand therefor, for any additional amounts that the Lender, any Participant or any Noteholder is required to pay as a result of any failure of the Authority to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Lender, any Participant and the other holders of a Note, as applicable, pursuant to clause (d), documentation evidencing the payment of Taxes. Prior to claiming compensation pursuant to this subsection (c), the Lender, the Participant or the Noteholder, as applicable, will use reasonable efforts to investigate the alternatives (if any) for avoiding the need for, or the reduction of the amount of, such compensation, and the Lender, the Participant or the Noteholder, as applicable, shall take all reasonable steps to so avoid the need for, or reduce the amount of such compensation, provided that, none of the Lender, the Participant or the Noteholder shall be obligated to take any steps that are adverse to its business or operations or inconsistent with its policies. The Lender, the Participant and the Noteholder, as applicable, agrees to repay the Authority any refund (including that portion of any interest that was included as part of such refund) with respect to Taxes paid by the Authority pursuant to this subsection (c) received by the Lender, the Participant or the Noteholder, as applicable, for Taxes that were paid by the Authority pursuant to this subsection (c) and to contest, with the cooperation and at the expense of the Authority any such Taxes which the Lender or the Authority reasonably be...
Indemnification by the Authority. The Authority agrees that to the extent permitted by law, it will protect, indemnify and hold harmless the Manager and its Affiliates and their respective officers, directors, Subcontractors (as applicable in the circumstances) and employees (the "Manager Indemnified Parties") from and against (and pay the full amount of) any Loss-and-Expense, and will defend the Manager Indemnified Parties in any suit, including appeals, for personal injury to, or death of, any person, or loss or damage to property arising out of any matter for which the Authority is responsible under Section 6.10 hereof. The Authority shall not, however, be required to reimburse or indemnify any Manager Indemnified Party for any Loss-and-Expense to the extent any such Loss-and-Expense is due to (a) any matter for which the Manager is responsible under Section 6.10 hereof, (b) the negligence or other wrongful conduct of any Manager Indemnified Party, (c) any Uncontrollable Circumstance, (d) any act or omission of any Manager Indemnified Party judicially determined to be responsible for or contributing to the Loss-and-Expense, (e) any matter for which the risk has been specifically allocated to the Manager hereunder. A Manager Indemnified Party shall promptly notify the Authority of the assertion of any claim against it for which it is entitled to be indemnified hereunder, shall give the Authority the opportunity to defend such claim, and shall not settle the claim without the approval of the Authority. The Authority shall be entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with counsel of its own choosing that is reasonably acceptable to the Manager Indemnified Party; provided, however, that, in the case of any such settlement, the Authority shall obtain written release of all liability of the Manager Indemnified Party, in form and substance reasonably acceptable to the Manager Indemnified Party. Notwithstanding the foregoing, each Manager Indemnified Party shall have the right to employ its own separate counsel in connection with, and to participate in (but, except as provided below, not control) the defense of, such claim, but the fees and expenses of such counsel incurred after notice to the Authority of its assumption of the defense thereof shall be at the expense of such Manager Indemnified Party unless:
Indemnification by the Authority. (a) In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Authority hereby agrees (to the extent permitted by law) to indemnify and hold harmless the Lender, each Participant and each Noteholder and their respective officers, directors and agents (each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys’ fees) which may incur or which may be claimed against an Indemnitee by any Person or entity whatsoever (collectively, the “Liabilities”) by reason of or in connection with (i) the execution and delivery or transfer of, or payment or failure to pay under, any Program Document; (ii) the making of any Advances or any Loans; (iii) the use of the proceeds of the Bank Note, Advances or Loans;
Indemnification by the Authority. The Authority shall indemnify and hold harmless Buyer from and against any and all claims, losses, liabilities and damages, including, without limitation, amounts paid in settlement, reasonable costs of investigation and reasonable fees and disbursements of counsel, arising out of or resulting from the inaccuracy of any representation or warranty by the Authority, or the breach by the Authority of any covenant or agreement, contained herein or in any instrument or certificate delivered pursuant hereto.
Indemnification by the Authority. (a) To the extent permitted by State law, the City and the Authority shall indemnify the Purchaser and each Related Party thereof (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, including attorneys who may be employees of an Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the City or the Authority, but excluding such Indemnitee and its Related Parties) arising out of, in connection with, or as a result of:
Indemnification by the Authority. To the extent permitted by applicable law and subject to limitation in the last sentence of this Section 8.02, the Authority agrees to indemnify, defend and hold harmless Operator, BHIL, their respective officers, members, shareholders, directors, managers, employees, agents and affiliates and the Leased Employees (collectively, the “BHIL/BHIT Indemnified Parties”) from any and all Losses arising out of or resulting from (1) the Authority’s breach of this Agreement or any of its obligations hereunder,
Indemnification by the Authority. The Authority hereby covenants and agrees to indemnify and hold harmless Lessee and its Affiliated Entities and their respective officers, directors, members agents and employees at all times after the date of this Agreement against and in respect of any and all claims, demands, actions, suits, judgments, costs and expenses (including reasonable fees of attorneys) resulting from any material misrepresentation,breach of warranty, or breach by the Authority of any part of this Agreement,unless resulting from the gross negligence or willful misconduct or fraud of any such persons. 26 Xxxxx Memorial Hospital Corporation UN:00-0000000 ARTICLE 11 CORPORATE EXISTENCE Section 11.1 Maintenance of Corporate Existence: Permitted Mergers.
Indemnification by the Authority. The Authority shall indemnify and hold harmless the Concessionaire and each of its Representatives from and against any Losses actually suffered or incurred by the Concessionaire or any such Representative, based upon, arising out of, occasioned by or attributable to
Indemnification by the Authority. (a) In addition to any and all rights of reimbursement, indemnification, subrogation or any other rights pursuant hereto or under law or equity, the Authority hereby agrees (to the extent permitted by law) to indemnify and hold harmless the Lender and each Participant and their respective officers, directors and agents (each, an “Indemnitee”) from and against any and all claims, damages, losses, liabilities, reasonable costs or expenses whatsoever (including reasonable attorneys’ fees) which may incur or which may be claimed against an Indemnitee by any Person or entity whatsoever (collectively, the “Liabilities”) by reason of or in connection with (i) the execution and delivery or transfer of, or payment or failure to pay under, any Related Document; (ii) the making of any Advances or any Loans; (iii) the use of the proceeds of the Notes, Advances or Loans; (iv) any breach by the Authority of any warranty, covenant, term or condition in, or the occurrence of any default under any of the Related Documents, together with all reasonable expenses resulting from the compromise or defense of any claims or liabilities arising as a result of any such breach or default; (v) any action or proceeding relating to a court order, injunction or other process or decree restraining or seeking to restrain the Lender from paying any amount under this Agreement (other than actions or proceedings instituted by or on behalf of the Lender); or
