Common use of Indemnification Covenants Clause in Contracts

Indemnification Covenants. (a) The Company agrees to and does hereby indemnify and hold harmless Indemnified Parties against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of the Projects or any part thereof including the payment of rebate to the federal government; or (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority of its duties under the Trust Indenture (other than those caused by the gross negligence or willful misconduct of the Authority); or (v) the acceptance or administration or performance by the Trustee of its duties under the Trust Indenture (other than those caused by the negligence or willful misconduct of the Trustee). In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the Company’s consent, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement of judgment.

Indemnification Covenants. (a) The Company agrees Obligor and its members, officers, agents, and employees (the "Indemnified Persons") shall not be liable to and does hereby the Borrower for any reason except for the breach of any obligation of the Obligor or Indemnified Persons under this Agreement or the willful misconduct or sole gross negligence of the Obligor or Indemnified Persons. The Borrower shall indemnify and hold the Obligor and the Indemnified Persons harmless Indemnified Parties against from any loss, expense (including reasonable counsel fees), or liability of any nature due to any and all lossessuits, claimsactions, damages legal or liabilities (including all costsadministrative proceedings, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, claims arising out of, or resulting from, or in any way connected with with: (i1) the condition, use, possession, conduct, management, planning, design, acquisition, constructionoperation, installation, financing use or sale maintenance of the Projects Loan Project or facilities of the Borrower; (2) any act, failure to act, or misrepresentation by any person, firm, corporation, or governmental agency, including the Obligor, in connection with the issuance, sale, delivery or remarketing of the Notes; (3) any act, failure to act, or misrepresentation by the Obligor in connection with this Loan Agreement, the Indenture, the Note Placement Agreement, or any part thereof including other document involving the payment Obligor in this matter; (4) any liability of rebate the Obligor to the federal governmentPlacement Agent pursuant to Paragraph 7 of the Note Placement Agreement and to the Remarketing Agent pursuant to Section 3 of the Remarketing Agreement which arises in connection with or as a consequence of the Loan; or (ii5) any untrue statement the selection and appointment of a material fact contained in information provided by the Company with respect firms providing services related to the transactions contemplated hereby; (iii) Note transaction. If any omission of a material fact necessary to be stated therein in order to make such statement not misleading suit, action, or incomplete; proceeding is brought against the Obligor or (iv) the acceptance any Indemnified Person, that action or administration by the Authority of its duties under the Trust Indenture (other than those caused by the gross negligence or willful misconduct of the Authority); or (v) the acceptance or administration or performance by the Trustee of its duties under the Trust Indenture (other than those caused by the negligence or willful misconduct of the Trustee). In case any action proceeding shall be brought against one defended by counsel to the Obligor or more of the Indemnified Parties based upon any of Borrower, as the above and in respect to which indemnity may be sought against the Company, such Indemnified Party Obligor shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume determine. If the defense thereof, including the employment of is by counsel reasonably satisfactory to the Obligor the Borrower shall indemnify the Obligor and Indemnified Party, the payment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel at the Company’s expense in any such action and to participate in the defense thereof if, in Persons for the reasonable opinion cost of that defense including reasonable counsel fees. If the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the Company’s consent, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement of judgment.Obligor determines that the

Indemnification Covenants. SECTION 12.1 –The Borrower assumes liability for and hereby agrees (awhether or not the Authority is otherwise insured therefor) The Company agrees to indemnify, protect, save and does hereby indemnify keep harmless the Authority and hold harmless Indemnified Parties its agents, attorneys and employees to the extent permitted by law, from and against any and all liabilities, obligations, losses, damages, penalties, claims, damages or liabilities tax claims, actions, suits and proceedings (including all costswithout limitation, expenses and reasonable counsel fees and expenses) of whatsoever kind and nature, imposed on, incurred in investigating by or defending asserted against the Authority (or any such claimagent, attorney or employee, as the case may be) suffered by any arising out of the Indemnified Parties and caused byownership of the Property or any accident, relating to, arising out of, resulting from, claim or occurrence in any way connected connection with (i) the conditionoperation, use, condition, possession, conductstorage, managementor return of any units of Property resulting in damage to property or injury to or death to any person and any breach of any covenant or representation or warranty in this Agreement, planningincluding without limitation any violation of any federal or state environmental law, design, acquisition, construction, installation, financing regulation or sale administrative or judicial order. The indemnification arising under this Section shall continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the Projects or Term for any part thereof including the payment of rebate reason. The Authority agrees to the federal government; or (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority of its duties under the Trust Indenture (other than those caused by the gross negligence or willful misconduct of the Authority); or (v) the acceptance or administration or performance by the Trustee of its duties under the Trust Indenture (other than those caused by the negligence or willful misconduct of the Trustee). In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writingBorrower should the Authority receive written notice of any claim as to which the Authority intends to seek indemnification hereunder and the Authority agrees that the Borrower will be permitted to defend, settle or otherwise handle such claim only if it is reasonably assured that the Authority will not be adversely affected. Notwithstanding the above, the Authority shall have no affirmative duty to solicit information concerning possible or pending claims, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel at the Company’s expense in any such action and to participate prejudice resulting from any delay in the defense thereof if, in the reasonable opinion giving of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company such notice shall not be liable borne by the Authority. The Borrower agrees not to withhold or xxxxx any portion of the payments required pursuant to this Agreement for any settlement of any such action effected reason whatsoever, including, without the Company’s consentlimitation, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement any defects, malfunctions, breakdowns, or infirmities of judgmentany part of the Property.

Indemnification Covenants. (a) The Company agrees to and does hereby indemnify and hold harmless Indemnified Parties against any and all losses, claims, damages or liabilities (including all costs, expenses and reasonable counsel fees incurred in investigating or defending such claim) suffered by any of the Indemnified Parties and caused by, relating to, arising out of, resulting from, or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing reconstruction or sale improvement of the Projects Project Facilities or any part thereof including the payment of rebate to the federal government; or (ii) any untrue statement of a material fact contained in information provided by the Company with respect to the transactions contemplated hereby; (iii) any omission of a material fact necessary to be stated therein in order to make such statement not misleading or incomplete; or (iv) the acceptance or administration by the Authority of its duties under the Trust Indenture (other than those caused by the gross negligence or willful misconduct of the Authority); or (v) the acceptance or administration or performance by the Trustee of its duties under the Trust Indenture (other than those caused by the negligence or willful misconduct of the Trustee). In case any action shall be brought against one or more of the Indemnified Parties based upon any of the above and in respect to which indemnity may be sought against the Company, such Indemnified Party shall promptly notify the Company in writing, and except where the Company is the claimant the Company shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party, the payment of all costs and expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel at the Company’s expense in any such action and to participate in the defense thereof if, in the reasonable opinion of the Indemnified Party, a conflict of interest could arise out of the representation of the parties by the same counsel. The Company shall not be liable for any settlement of any such action effected without the Company’s consent, but if settled with the consent of the Company, or if there is a final judgment for the claimant on any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement of judgment.