Indemnification of Agent and Lenders. In addition to (and not in lieu of) any other provisions of any Loan Document providing for indemnification in favor of Agent or Lenders, Borrower shall defend, indemnify and hold harmless Agent and each Lender, their respective subsidiaries, affiliates, officers, directors, agents, employees, representatives, consultants, contractors, servants, and attorneys, as well as the respective heirs, personal representatives, successors or assigns of any or all of them (hereafter collectively the "Indemnified Lender Parties"), from and against, and promptly pay on demand or reimburse each of them with respect to, any and all liabilities, claims, demands, losses, damages, costs and expenses (including without limitation, reasonable attorneys' and paralegals' fees and costs), actions or causes of action of any and every kind or nature whatsoever asserted against or incurred by any of them by reason of or arising out of or in any way related or attributable to (i) this Agreement, the Loan Documents, or the Collateral; (ii) the transactions contemplated under any of the Loan Documents or any of the Timeshare Documents, including without limitation, those in any way relating to or arising out of the violation of any federal or state laws, including the Timeshare Act; (iii) any breach of any covenant or agreement or the incorrectness or inaccuracy of any representation and warranty of Borrower contained in this Agreement or any of the Loan Documents (including without limitation any certification of Borrower delivered to any Lender or Agent); (iv) any and all taxes, including real estate, personal property, sales, mortgage, excise, intangible or transfer taxes, and any and all fees or charges, including, without limitation under the Timeshare Act, which may at any time arise or become due prior to the payment, performance and discharge in full of the Obligations; (v) the breach of any representation or warranty as set forth herein regarding any Environmental Laws; (vi) the failure of Borrower to perform any obligation or covenant herein required to be performed pursuant to any Environmental Laws; (vii) the use, generation, storage, release, threatened release, discharge, disposal or presence on, under or about the Resort of any Hazardous Materials; (viii) the removal or remediation of any Hazardous Materials from the Resort required to be performed pursuant to any Environmental Laws or as a result of recommendations of any environmental consultant or as required by Agen...
Indemnification of Agent and Lenders. Loan Parties shall indemnify any Recipient, within ten (10) days after demand thereof, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.8) payable or paid by such Recipient or required to be withheld or deducted from a payment to the Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth the amount of such payment or liability delivered to Borrower by a Recipient (with a copy to Agent, as applicable), or by Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.
Indemnification of Agent and Lenders. The Borrower agrees to indemnify and hold harmless each Lender and the Agent for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by the Lender or the Agent and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted. Payment under this indemnification shall be made within 30 thirty days after the date the Lender or the Agent makes written demand therefor.
Indemnification of Agent and Lenders. Borrower will pay, indemnify and hold the Agent, the Lenders and their affiliates and their respective directors, officers, employees and agents, and each other person controlling any of the foregoing (within the meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20 of the Securities Exchange Act of 1934, as amended) (collectively, the "Indemnified Parties") harmless from and against any and all claims made by any person which give rise to liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind whatsoever against any of the Indemnified Parties with respect to or arising out of or in connection with the Loan Documents, the Loans or any investigation, litigation or proceeding otherwise related to the transactions contemplated hereby or thereby (all of the foregoing, collectively, the "Indemnified Matters"); provided that Borrower shall have no liability hereunder with respect to Indemnified Matters arising solely from the grossly negligent acts or willful misconduct of any person seeking indemnification.
Indemnification of Agent and Lenders. 37- Section 6.15.
Indemnification of Agent and Lenders. Borrower agrees to and hereby does indemnify and hold harmless Agent and each Lender and each director, officer, employee, affiliate, and agent thereof (each of the foregoing being referred to as an "indemnified person") against, and to reimburse each indemnified person, upon its demand, for any losses, claims, damages, liabilities or other expenses ("Losses") incurred by such indemnified person in connection with claims asserted against such indemnified person by parties other than Borrower or its Subsidiaries if such Losses arise out of or in connection with this Agreement, the Letters of Credit or the Loans, including, without limitation, Losses in connection with any legal proceeding relating to any of the foregoing (whether or not such indemnified person is a party thereto); provided that the foregoing will not apply to any Losses to the extent that such losses result from the gross negligence or willful misconduct of such indemnified person, and will not apply to any amount paid in settlement of claims without the Borrower's written consent having been obtained, which consent shall not be unreasonably withheld. Neither Agent nor any other indemnified person, nor the Borrower, shall be responsible or liable to any other person for consequential damages which may be alleged as a result of this Agreement. Reasonably promptly after an indemnified person receives notice of the commencement of any action in respect of which indemnification or reimbursement may be sought hereunder, the indemnified person will notify the Agent and Borrower thereof (provided, that if at the time of receipt by the indemnified person of notice of the commencement of such action the indemnified party has not identified such action as one in respect of which indemnification may be sought, failure to notify the Borrower promptly after receipt of such notice shall not limit, waive or adversely affect the indemnification by the Borrower, and promptly after such identification is made the indemnified person shall give notice thereof to the Borrower). If any such action or other proceeding shall be brought against any indemnified person, the Borrower shall, upon written notice given reasonably promptly following such a notice to the Borrower of such action or proceeding, be entitled to assume the defense thereof at the Borrower's expense with counsel chosen by the Borrower and reasonably satisfactory to the indemnified persons; provided, however, that the Borrower will keep the indemn...
Indemnification of Agent and Lenders. The Borrower agrees to indemnify and hold harmless each Lender and the Agent for the full amount of Taxes or Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section) paid by the Lender or the Agent and any liability (including penalties, interest, additions to tax and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted, unless any such penalty, interest or addition to tax is the result of any failure of the applicable Lender to file appropriate documentation in a timely manner.
Indemnification of Agent and Lenders. Borrower shall indemnify Agent and each Lender and hold Agent and each Lender harmless from and against any and all liabilities, indebtedness, 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 Agent, in any way relating to or arising out of (a) this Agreement and the Loan Documents and/or (b) any of the transactions contemplated therein or thereby (including those in any way relating to or arising out of the violation by Borrower of any federal or state laws including the Interstate Land Sales Act, the Truth-in-Lending Act, the Americans with Disabilities Act or the Timeshare Act and any other federal, state or local ordinance, law, statute or code). Upon receiving knowledge of any suit, claim or demand asserted by a third party that Agent believes is covered by this indemnity, and subject to the condition that no Event of Default under this Agreement shall then exist, Agent shall give Borrower notice of the matter and an opportunity to defend it, at Borrower's sole cost and expense, with legal counsel satisfactory to Agent. Notwithstanding any defense by Borrower of any such suit, claim or demand, Agent shall have the right to participate in any material decision affecting the conduct or settlement of any dispute or proceeding for which indemnification may be claimed.
