Indemnification of Authority and Trustee Sample Clauses

Indemnification of Authority and Trustee. Any obligation of the Authority created by or arising out of this Participation Agreement shall be a limited obligation of the Authority, payable solely from the Company Obligation Payments and any other funds held by the Trustee under the Indenture and available for such payment, and shall not constitute an indebtedness of or a charge against the general credit of the Authority and shall not constitute or give rise to any pecuniary liability of the Authority; nevertheless, if the Authority shall incur any such pecuniary liability, then in such event the Company shall indemnify and hold the Authority harmless by reason thereof. The Company releases the Authority and the Trustee from, agrees that the Authority and the Trustee shall not be liable for, and agrees to indemnify and hold the Authority and the Trustee harmless from, any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever arising out of the construction or operation of any Project or the financing thereof. The Company agrees to indemnify and hold the Authority, its members, officers and employees harmless from any losses, costs, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it or them, as the case may be, in connection with any action, suit or proceeding instituted or threatened in connection with the transactions contemplated by this Participation Agreement so long as it or they, as the case may be, have acted in good faith to carry out the transactions contemplated by this Participation Agreement. The Company agrees to indemnify and hold the Trustee and any director, officer, employee or agent of the Trustee harmless in connection with any loss, liability, claim or reasonable expense (including costs and expenses of litigation, and of investigation, counsel fees, damages, judgments and amounts paid in settlement), action, suit or proceeding instituted or threatened in connection with or arising under the transactions contemplated by this Participation Agreement in the manner provided in Article XIII of the Indenture, except for its own willful misconduct or negligence in carrying out the transactions contemplated by this Participation Agreement.
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Indemnification of Authority and Trustee. Any obligation of the Authority created by or arising out of this Participation Agreement shall be a limited obligation of the Authority, payable solely from the First Mortgage Bond Payments and any other funds held by the Trustee under the Indenture and available for such payment, and shall not constitute an indebtedness of or a charge against the general credit of the Authority and shall not constitute or give rise to any pecuniary liability of the Authority; nevertheless, if the Authority shall incur any such pecuniary liability, then in such event the Corporation shall indemnify and hold the Authority harmless by reason thereof The Corporation releases the Authority and the Trustee from, agrees that the Authority and the Trustee shall not be liable for, and agrees to indemnify and hold the Authority and the Trustee harmless from, any liability for any loss or damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever arising out of the construction or operation of any Project or the financing thereof The Corporation agrees to indemnify and hold the Authority, its members, officers and employees harmless from any losses, costs, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it or them, as the case may be, in connection with any action, suit or proceeding instituted or threatened in connection with the transactions contemplated by this Participation Agreement so long as it or they, as the case may be, have acted in good faith to carry out the transactions contemplated by this Participation Agreement. The Corporation agrees to indemnify and hold the Trustee harmless from any losses, costs, charges, expenses (including attorneys' fees and disbursements), judgments and liabilities incurred by it in connection with any action, suit or proceeding instituted or threatened in connection with the transactions contemplated by this Participation Agreement, except for its own willful misconduct or negligence in carrying out the transactions contemplated by this Participation Agreement.
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Indemnification of Authority and Trustee. The Owner covenants and agrees, at its expense, to pay, and to indemnify and save the Authority, Trustee and Letter of Credit Bank harmless of, from and against any and all claims, damages, expenses, liabilities and taxes (of any character or nature regardless of by whom imposed), losses of every conceivable kind, character and nature whatsoever (including, but not limited to claims for loss or damage to any property or injury to or death of any person) asserted by or on behalf of any person, firm, corporation or governmental authority arising out of, resulting from, or in any way connected with the Facilities or the condition, occupancy, use, possession, conduct or management of or any work done in or about the Facilities or from the planning, design, acquisition or construction of the Facilities or any part thereof, or from the leasing or subletting of any part thereof. The Owner also covenants and agrees at its expense, to pay and to indemnify and save the Authority, Trustee and Letter of Credit Bank harmless of, from and against, all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand. The Authority, Trustee and Letter of Credit Bank agree to give the Owner prompt notice of any such action or proceeding and to refrain from incurring unnecessary costs, fees, expenses and liabilities until default in any such action or proceeding is imminent. In the event any such claim or demand, the Owner, upon notice from the Authority, Trustee or Letter of Credit Bank, covenants to resist and defend against such action or proceeding on behalf of the Authority, Trustee or Letter of Credit Bank. The Owner covenants and agrees to indemnify the Trustee and save the Trustee harmless of, from and against any and all claims, damages, expenses, liabilities and taxes (of any character or nature regardless of by whom imposed), losses of every conceivable kind, character and nature whatsoever asserted by or on behalf of any person, firm, corporation or govern-mental authority arising out of, resulting from, or in any way connected with the performance of Trustee’s duties and obligations under the Indenture. Notwithstanding the foregoing, nothing contained in this Section shall be construed to indemnify or release the Authority, Trustee or Letter of Credit Bank from any liability which they would otherwise had had, arising from the wrongful actions or failure to act on the part of the Authori...
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Indemnification of Authority and Trustee. Each of the limited liability companies comprising the Redeveloper shall indemnify, defend, and save the Authority and the Trustee and their respective members, commissioners, directors, officers, employees and agents harmless from and against all claims, liens, losses, liabilities, damages, costs, or expenses, including without limitation reasonable attorneys’ fees and expenses, of any character by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done in, on or about, the Project Improvements during the Lease Term, and against and from all claims, liens, losses, liabilities, damages, costs, or expenses, including without limitation attorneys’ fees and expenses, of any character arising during the Lease Term from (a) any condition of the Project Improvements caused by the Redeveloper’s use, lease, occupancy, possession, or development of the Project Improvements, (b) any breach or default on the part of the Redeveloper in the performance of any of its obligations under this Lease, (c) any contract entered into in connection with the improvement and construction of the Project Improvements, (d) any act of negligence or omission of the Redeveloper or of any of its agents, contractors, servants, members, employees, invitees, licensees, or subtenants, (e) any loss or damage to property or any injury to or death of any person, (f) a material inaccuracy of any representation or the material breach of any representation, covenant, or warranty of the Redeveloper in this Lease, (g) any act of negligence or omission of any assignee or sublessee of the Redeveloper, or of any agents, contractors, servants, members, employees, invitees, or licensees of any assignee or sublessee of the Redeveloper, (h) any dispute between the Land Developer and the Redeveloper or among the Redeveloper entities; and (i) any dispute between or among the Land Developer and/or the Redeveloper (or one or more of the Redeveloper entities) and the Lender and/or the PACE Lender or any dispute between or among the Lender, the PACE Lender, or any other Project lender; provided, however, the indemnification contained in this Section 10.5 shall not extend to the Authority if (i) such claim is the result of work being performed at the Project Improvements by employees of the Authority, or (ii) such claim is the result of the Authority's gross negligence or willful misconduct. The Redeveloper shall indemnify, defend, and save the Aut...
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Related to Indemnification of Authority and Trustee

  • Limitation of Authority No person is authorized to make any representations concerning the Funds or the Shares except those contained in the Prospectus of each Fund and in such printed information as the Distributor may subsequently prepare. No person is authorized to distribute any sales material relating to any Fund without the prior written approval of the Distributor.

  • Representation of Authority Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority.

  • Delegation of Authority The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

  • Reservation of Authority Nothing in this subpart shall limit the authority of the Secretary to take action to enforce conditions or violations of law, including actions necessary to prevent evasions of this subpart.

  • Termination of Authority Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

  • Confirmation of Authority; Execution of Releases Without in any manner limiting Agent’s authority to act without any specific or further authorization or consent by Lenders or Documentation Agent (as set forth in Section 11.1(h)(i) and (ii)), each Lender agrees to confirm in writing, upon request by Agent, the authority to release any property covered by this Agreement or the Loan Documents conferred upon Agent under Section 11.1(h)(ii). So long as no Event of Default exists, upon receipt by Agent of confirmation from the requisite percentage of the Lenders of its authority to release any particular item or types of Property covered by this Agreement or the other Loan Documents, and upon at least five (5) Business Days’ prior written request by Borrower Funds Administrator, Agent shall (and hereby is irrevocably authorized by Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to Agent, for the benefit of the Lender Parties, herein or pursuant hereto upon such Collateral; provided, however, that (A) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty (other than that such Collateral is free and clear, on the date of such delivery, of any and all Liens arising from such Person’s own acts), and (B) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of the Credit Parties or any Subsidiary of any Credit Party in respect of all interests retained by the Credit Parties or any Subsidiary of any Credit Party, including, without limitation, the proceeds of any sale, all of which shall continue to constitute part of the Property covered by this Agreement or the other Loan Documents).

  • Limitations of Authority (1). Neither Party has authority to act for or on behalf of the other except as provided in this Agreement. No other authority, power, partnership, use of rights are granted or implied.

  • EXTENT OF AUTHORITY may manage a work area; • exercise a degree of autonomy (advice available on complex or unusual matters); • manage significant projects and/or functions and/or works programmes.

  • CERTIFICATE OF AUTHORITY The Trust and the Adviser shall furnish to each other from time to time certified copies of the resolutions of their Trustees or Board of Directors or executive committees, as the case may be, evidencing the authority of officers and employees who are authorized to act on behalf of the Trust, the Fund and/or the Adviser.

  • Warranty of Authority Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

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