Common use of Indemnification of Lender Clause in Contracts

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect and hold Lender harmless from and against any and all liability, loss, cost, expense or damage (including reasonable attorney fees) that Lender may or might incur under the Leases or by reason of this Assignment. Such indemnification shall also cover any and all claims and demands that may be asserted against Lender under the Leases or this Assignment. Nothing in this section shall be construed to bind Lender to the performance of any Lease provisions, or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignment.

Appears in 3 contracts

Samples: Lodging Fund REIT III, Inc., Lodging Fund REIT III, Inc., Lodging Fund REIT III, Inc.

AutoNDA by SimpleDocs

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including reasonable attorney including, without limitation, Lender's attorneys' fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower's indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower's business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower's indemnification obligations apply, then, upon Lender's demand, Borrower, at Lender’s requestits sole cost and expense, be immediately reimbursed shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower. Such reimbursement 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 3 contracts

Samples: Business Loan Agreement (Landmark Bancorp Inc), Business Loan Agreement (Medalist Diversified REIT, Inc.), Business Loan Agreement (Syntax-Brillian Corp)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including reasonable attorney including, without limitation, Lender’s attorneys’ fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower’s business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at Lenderits sole cost and expense, shall defend such claim, action or proceeding in Borrower’s requestname, be immediately reimbursed if necessary, by the attorneys for Borrower. Such reimbursement ’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 3 contracts

Samples: Business Loan Agreement (NANOPHASE TECHNOLOGIES Corp), Business Loan Agreement (Landmark Bancorp Inc), Business Loan Agreement (Mammoth Energy Partners LP)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including including, without limitation, Lender's reasonable attorney attorneys' fees) that Lender may or might incur under the Leases or by reason , as well as Lender's architect's and engineering fees), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower's indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower's business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower's indemnification obligations apply, then, upon Lender's demand, Borrower, at Lender’s requestits sole cost and expense, be immediately reimbursed shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower. Such reimbursement 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 2 contracts

Samples: Construction Loan Agreement (Shepherd's Finance, LLC), Construction Loan Agreement (Shepherd's Finance, LLC)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including including, without limitation, Lender's Lender's reasonable attorney attorneys' fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower's indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower's business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower's indemnification obligations apply, then, upon Lender's demand, Borrower, at Lender’s requestits sole cost and expense, be immediately reimbursed shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower. Such reimbursement 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 2 contracts

Samples: Business Loan Agreement (Dougherty's Pharmacy, Inc.), Business Loan Agreement (Dougherty's Pharmacy, Inc.)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including including, without limitation, Lender’s reasonable attorney fees) that Lender may or might incur under attorneys’ fees in an amount not exceeding 25.000% of the Leases or by reason principal balance due on the Loan), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (a) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (b) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (c) any failure of Borrower to perform any of its obligations hereunder; and/or (d) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower’s business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at Lenderits sole cost and expense, shall defend such claim, action or proceeding in Borrower’s requestname, be immediately reimbursed if necessary, by the attorneys for Borrower. Such reimbursement ’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Business Loan Agreement (Champion Industries Inc)

Indemnification of Lender. The Borrower hereby agrees to indemnifyParties shall protect, defend, protect indemnify and hold Lender harmless Lender, its trustees, officers, agents, employees and beneficiaries, and any of their respective successors or assigns with respect to this Agreement (collectively, the “Indemnitees” and, individually, an “Indemnitee”) for, from and against any and all liabilitydebts, lossliens, costclaims, expense causes of action, administrative orders or damage notices, costs, fines, penalties or expenses (including reasonable attorney fees) that Lender may or might incur under the Leases or by reason of this Assignment. Such indemnification shall also cover any and all claims and demands that may be asserted against Lender under the Leases or this Assignment. Nothing in this section shall be construed to bind Lender to the performance of any Lease provisions, or to otherwise impose any liability upon Lender, including, without limitation, reasonable attorney’s fees and expenses) imposed upon, incurred by or asserted against any liability Indemnitee resulting from, either directly or indirectly, the presence in, upon or under covenants the soil or ground water of quiet enjoyment any Property or any properties surrounding such Property of any Hazardous Substances in violation of any Applicable Law, except to the Leases in extent the event same arise from the acts or omissions of Lender or any other Indemnitee or during any period that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance or a Person designated by Lender (other than one of the Borrower Parties) is in possession of such Property from and after the date hereof. The Borrower Parties’ duties herein include, but are not limited to, costs associated with personal injury or for carrying out property damage claims as a result of the terms presence of Hazardous Substances in, upon or under the soil or ground water of such Property in violation of any Lease before Applicable Law. Upon Notice from Lender has entered and taken possession any other of the PropertyIndemnitees, the Borrower Parties shall undertake the defense, at the Borrower Parties’ sole cost and expense, of any indemnification duties set forth herein, in which event, the Borrower Parties shall not be liable for payment of any duplicative attorneys’ fees incurred by any Indemnitee. Any The Borrower Parties shall, upon demand, pay (or cause to be paid) to Lender, any cost, expense, loss or liability damage (including, without limitation, reasonable attorneys’ fees) reasonably incurred by Lender by reason and arising from a failure of actual entry the Borrower Parties to observe and taking possession under any Lease perform (or this Assignment or in to cause to be observed and performed) the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions requirements of this Section 9 5.5, which amounts shall survive repayment of bear interest from the Obligations and any termination or satisfaction of this Assignmentdate ten (10) business days after written demand therefor is given to the Borrower Parties until paid by the Borrower Parties to Lender at the Overdue Rate.

Appears in 1 contract

Samples: Loan Agreement (Five Star Quality Care Inc)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including reasonable attorney including, without limitation, Lender's attorneys' fees) that Lender may or might incur under the Leases or by reason , as well as Lender's architect's and engineering fees), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this Agreement. The foregoing indemnity provisions shall survive the Leases cancellation of this Agreement as to all matters arising or this Assignment. Nothing in this section accruing prior to such cancellation and the foregoing indemnity shall be construed to bind Lender to the performance of any Lease provisions, or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases survive in the event that Lender elects to exercise any Lessee shall of the remedies as provided under this Agreement following default hereunder. Consent to Loan Participation. Borrower agrees and consents to Lender's sale or transfer, whether now or later, of one or more participation interests in the Loan to one or more purchasers, whether related or unrelated to Lender. Lender may provide, without any limitation whatsoever, to any one or more purchasers, or potential purchasers, any information or knowledge Lender may have been joined as party defendant in about Borrower or about any action other matter relating to foreclose the Security Instrument and shall have been barred thereby of all right, title, interestLoan, and equity Borrower hereby waives any rights to privacy Borrower may have with respect to such matters. Borrower additionally waives any and all notices of redemption sale of participation interests, as well as all notices of any repurchase of such participation interests. Borrower also agrees that the purchasers of any such participation Interests will be considered as the absolute owners of such interests in the PropertyLoan and will have all the rights granted under the participation agreement or agreements governing the sale of such participation interests. This Assignment imposes no liability upon Borrower further waives all rights of offset or counterclaim that it may have now or later against Lender for or against any purchaser of such a participation Interest and unconditionally agrees that either Lender or such purchaser may enforce Borrower's obligation under the operation and maintenance Loan irrespective of the Property failure or for carrying out the terms insolvency of any Lease before Lender has entered and taken possession holder of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or interest in the defense Loan. Borrower further agrees that the purchaser of any such participation interests may enforce its interests irrespective of any personal claims shall, at or defenses that Borrower may have against Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignment.

Appears in 1 contract

Samples: Construction Loan Agreement

Indemnification of Lender. Except to the extent of the negligent or willful acts or omission of Lender or its employees, agents or contractors, Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including including, without limitation, Lender's reasonable attorney attorneys' fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisions, or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance part of the Property or for carrying out Collateral; (2) the terms exercise of any Lease before of Borrower's rights collaterally assigned and pledged to Lender has entered hereunder; and taken possession (3) any failure of the PropertyXxxxxxxx to perform any of its obligations hereunder. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Xxxxxxxx's indemnification obligations apply, then, upon Lender's demand, Borrower, at Lender’s requestits sole cost and expense, be immediately reimbursed shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower. Such reimbursement 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Xxxxxxxx and taking to assist in its defense and Xxxxxxxx agrees to pay the reasonable fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Construction Loan Agreement

Indemnification of Lender. Borrower hereby Xxxxxxxx agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including reasonable attorney including, without limitation. Lender’s attorneys’ fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by; (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower’s business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Xxxxxxxx’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at Lenderits sole cost and expense, shall defend such claim, action or proceeding in Borrower’s requestname, be immediately reimbursed if necessary, by the attorneys for Borrower. Such reimbursement ’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Xxxxxxxx and taking to assist in its defense and Xxxxxxxx agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Business Loan Agreement (Eaco Corp)

Indemnification of Lender. Borrower hereby agrees to indemnifyprotect, defend, protect defend -------------------------- and indemnify Lender and hold 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 Lender, in any way relating to or arising out of (i) this Agreement and the Loan Documents and/or (ii) any of the transactions contemplated therein or thereby (including, without limitation, those in any way relating to or arising out of the violation of any federal or state laws including ILSFDA or the Lot Sales Acts), and including those that may result from Lender's negligence or inadvertence, Such indemnification shall not give Borrower any right to participate in the selection of counsel for Lender or the conduct or settlement of any dispute or proceeding for which indemnification may be claimed. It is the express intention of the parties hereto that the indemnity provided for in this Section 9.11, as well as the disclaimers of liability referred to in this Agreement, are intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence, whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or damage (including reasonable attorney fees) disbursement, But specifically excluding from such indemnity any consequences proximately caused by Lender's gross negligence, willful misconduct or commercially unreasonable conduct. Lender agrees to give Borrower written notice of the assertion of any claim or the commencement of action or lawsuit described in this Section 9.11. In view of the fact that Lender federal and state securities laws may or might incur under impose certain restrictions on the Leases or methods by reason which a sale of this Assignment. Such indemnification shall also cover any and all claims and demands that Collateral comprised of Securities may be asserted against Lender under effected after an Event of Default, Borrower agrees that upon the Leases occurrence or this Assignment. Nothing in this section shall be construed to bind Lender to the performance existence of any Lease provisionsan Event of Default, or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry from time to time, attempt to sell all or any part of such Collateral by means of a private placement restricting the bidding and taking prospective purchasers to whose who will represent and agree that they are purchasing for investment only and not for, or with a view to, distribution. In so doing, Lender may solicit offers to buy such Collateral, or any part of possessionit for cash, collect from a limited number of investors deemed by Lender, in its reasonable judgment, to be responsible parties who might be interested in purchasing the Rents Collateral, and apply them to reimbursement for any if Lender solicits such loss or liability. The provisions of this Section 9 shall survive repayment offers from not less than four (4) such investors, then the acceptance by Lender of the Obligations and any termination or satisfaction highest offer obtained therefrom shall be deemed to be a commercially reasonable method of this Assignmentdisposition of such Collateral.

Appears in 1 contract

Samples: Loan and Security Agreement (Mego Financial Corp)

Indemnification of Lender. Borrower hereby Grantor agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including including, without limitation, Lender’s reasonable attorney attorneys’ fees), demands, liabilities, penalties, fines and forfeitures of any nature whatsoever (collectively, the “Claims”) that Lender may or might incur under the Leases or by reason of this Assignment. Such indemnification shall also cover any and all claims and demands that may be asserted against or incurred by Lender, its officers, directors, employees, attorneys and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this Agreement, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Grantor’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Grantor to perform any of its obligations hereunder; and/or (4) any failure of Grantor to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Grantor’s indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Grantor’s business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry any event as to which Grantor’s indemnification obligations apply, then, upon Lender’s demand, Grantor, at its sole cost and taking possession expense, shall defend such claim, action or proceeding in Grantor’s name, if necessary, by the attorneys for Grantor’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Grantor and to assist in its defense and Grantor agrees to pay the fees and disbursements of such attorneys if Grantor fails to defend. Grantor’s indemnification obligation shall not extend to claims arising from Lender’s gross neglect or willful misconduct, or Lender’s improper exercise of its rights or remedies under any Lease or this Assignment or Agreement except as otherwise provided herein and/or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this AssignmentRelated Documents.

Appears in 1 contract

Samples: Commercial Security Agreement (Basin Water, Inc.)

Indemnification of Lender. Borrower hereby Xxxxxxxx agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including reasonable attorney including, without limitation, Xxxxxx's attorneys' fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower's indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on Its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower's business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent es to which Xxxxxxxx's indemnification obligations apply, then, upon Lender's demand, Borrower, at Lender’s requestits sole cost and expense, be immediately reimbursed shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Such reimbursement shall include interest Xxxxxx may also engage Its own attorneys at its reasonable discretion to defend Xxxxxxxx and to assist in its defense and Xxxxxxxx agrees to pay the Default Rate provided in the Note, costs, expenses fees and reasonable attorney fees. Lender may, upon entry and taking disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Business Loan Agreement (Elevate.Money REIT I, Inc.)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including reasonable attorney including, without limitation, Lender's attorneys' fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall BUSINESS LOAN AGREEMENT Loan No: 930610000 (Continued) Page 9 -------------------------------------------------------------------------------- survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower's indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower's business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower's indemnification obligations apply, then, upon Lender's demand, Borrower, at Lender’s requestits sole cost and expense, be immediately reimbursed shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower. Such reimbursement 's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Business Loan Agreement (Amexdrug Corp)

Indemnification of Lender. Borrower hereby expressly acknowledges and recognizes its responsibility for and agrees to indemnify, defend, protect indemnify and hold Lender and Lender's successors and assigns, absolutely harmless from and against any and all liabilitycosts, expenses, liabilities, loss, costdamage, expense or damage obligations incurred by or imposed upon or alleged to be due of Lender or Lender's successors and assigns in connection with the assertion of (including reasonable attorney a) any claim for brokerage, agency or finder's fees or commissions in connection with the Loan or the Property; or (b) any claim for attorney, appraisal, title insurance, inspection or other fees, costs and expenses incurred in connection with the negotiation, closing, administration, collection or refinancing of the Loan, which arise by, through or on behalf of the Borrower or any agent or representative of any of them; or (c) that any claim arising out of or occurring because of or related to any Event of Default thereunder. Without intending to limit the remedies available to Lender may or might incur under the Leases or by reason of this Assignment. Such indemnification shall also cover any and all claims and demands that may be asserted against Lender under the Leases or this Assignment. Nothing in this section shall be construed to bind Lender with respect to the performance enforcement of its indemnification rights as stated herein or as stated in any Lease provisionsof the documents securing the Loan, or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant claim or demand is made or any other fact comes to the attention of Lender in any action to foreclose the Security Instrument and shall have been barred thereby of all rightconnection with, titlerelating or pertaining to, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance or arising out of the Property transactions contemplated by this Loan Agreement, which Lender reasonably believes might involve or for carrying out the terms lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any Lease before Lender has entered such claim or demand, assume in full the personal responsibility for and taken possession of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallsuch claim or demand and pay in connection therewith any loss, at Lender’s requestdamage, be deficiency, liability or obligation, including without limitation, attorney's fees and court costs incurred in connection therewith. In the event of court action in connection with any such claim or demand the Borrower shall assume in full the responsibility for the defense of any such action and shall immediately reimbursed by Borrowersatisfy and discharge any final decree or judgment rendered therein. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. The Lender may, upon entry in Lender's sole and taking uncontrolled discretion, make any payments sustained or incurred by reason of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations foregoing, and any termination or satisfaction of this Assignment.the Borrower shall immediately

Appears in 1 contract

Samples: Loan Agreement (Ergobilt Inc)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect and hold Lender and its officers, directors, employees, and agents harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs, expenses (including reasonable attorney fees) that Lender may or might incur under the Leases or by reason of this Assignment. Such indemnification shall also cover any and all claims and demands that may be asserted against Lender under the Leases or this Assignment. Nothing in this section shall be construed to bind Lender to the performance of any Lease provisions, or to otherwise impose any liability upon Lender, including, without limitation, reasonable attorneys’, architect’s, and engineering fees), demands, liabilities, penalties, fines, and forfeitures of any liability nature whatsoever and whenever actually suffered or incurred by Lender or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by, (i) this Agreement or the Related Documents; (ii) a breach by Borrower of this Agreement or the Related Documents; (iii) the exercise of the rights and remedies granted Lender under covenants this Agreement or the Related Documents; or (iv) the use, generation, manufacture, storage, disposal, release, or threatened release of quiet enjoyment a Hazardous Substance on, under, about, or from the Real Property in the Leases violation of Environmental Laws. Borrower releases and waives any future claims against Lender and its officers, directors, employees, and agents for indemnity or contribution in the event that Borrower becomes liable for cleanup or other costs under any Lessee Environmental Law for the use, generation, manufacture, storage, disposal, release, or threatened release of a Hazardous Substance on, under, about, or from the Real Property. Lender shall have been joined as party defendant the right (i) to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties to this Agreement, the Related Documents, or the Disbursement of Construction Funds; and (ii) to appear in any action or proceeding to foreclose the Security Instrument and defend itself against such claims. Lender shall have been barred thereby of all right, title, interestbe entitled to settle or compromise any asserted claims against it, and equity such settlement shall be binding upon Borrower for purposes of redemption in the Propertythis section. This Assignment imposes no liability upon Lender for the operation All related costs and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability expenses incurred by Lender (including reasonable attorneys’ fees incurred by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, ) shall be immediately reimbursed paid by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them Borrower to reimbursement for any such loss or liabilityLender. The provisions of this Section 9 section of the Agreement shall survive repayment the payment of the Obligations Indebtedness and any the expiration, cancellation, or termination or satisfaction of this AssignmentAgreement, and shall not be affected by Lender’s acquisition of any interest in any of the Project Property or the Real Property, whether by foreclosure or otherwise. However, in interpreting and applying this provision or any similar provision contained in any of the Related Documents that requires a Borrower to indemnify Lender and hold Lender harmless, the indemnity and hold harmless provision shall not be construed so as to require Borrower to indemnify Lender or hold Lender harmless from or against Lender’s own gross negligence, willful misconduct, or wrongful acts.

Appears in 1 contract

Samples: Construction Loan Agreement (CNL Growth Properties, Inc.)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect indemnify Lender ------------------------- and hold 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 Lender, 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, without limitation, 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 or the Timeshare Act). Upon receiving knowledge of any suit, claim or demand asserted by a third party that Lender believes is covered by this indemnity, and subject to the condition that no Event of Default under this Agreement shall then exist, Lender 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 Lender. Notwithstanding any defense by Borrower of any such suit, claim or demand, Lender 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. It is the express intention of the parties hereto that the indemnity provided for herein is intended to and shall protect and indemnify Lender from the consequences of Lender's own negligence (but not gross negligence or willful misconduct), whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or damage (including reasonable attorney fees) that Lender may or might incur under the Leases or by reason of this Assignment. Such indemnification shall also cover any and all claims and demands that may be asserted against Lender under the Leases or this Assignment. Nothing in this section shall be construed to bind Lender to the performance of any Lease provisions, or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentdisbursement.

Appears in 1 contract

Samples: Loan and Security Agreement (Signature Resorts Inc)

Indemnification of Lender. The Borrower hereby agrees (a) to indemnify, defend, protect indemnify and hold harmless the Lender harmless (to the full extent permitted by law) from and against any and all liabilityclaims, lossdemands, costlosses, expense or damage judgments and liabilities (including reasonable attorney feesliabilities for penalties) that of whatsoever nature, and (b) to pay to the Lender an amount equal to the amount of all costs and expenses, including legal fees and disbursements, and with regard to both (a) and (b) growing out of or resulting from any litigation or other proceedings relating to the Pledged Securities, the making of the Loan, any attempt to audit, inspect, protect or sell the Pledged Securities, or the administration and enforcement or exercise of any right or remedy granted to the Lender hereunder but excluding therefrom all costs arising out of or resulting from the gross negligence or willful misconduct of the Lender. The foregoing indemnity agreement includes any costs incurred by the Lender in connection with any action or proceeding which may be instituted in respect of the foregoing by the Lender, or by any other Person either against the Lender or in connection with which any officer or employee of the Lender is called as a witness or deponent, including, but not limited to, the fees and disbursements of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel to the Lender, and any out-of-pocket costs incurred by the Lender in appearing as a witness or in otherwise complying with legal process served upon them. In no event shall the Lender be liable to the Borrower for any matter or thing in connection with this Credit Agreement other than to make the Loan. Whenever the provisions of this Credit Agreement provide that, if the Borrower shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty of the Borrower shall be breached, the Lender may (but shall not be obligated to) perform the same or might incur under cause it to be done or remedy any such breach and if the Leases Lender does the same or causes it to be done, there shall be added to the Obligations hereunder the cost or expense incurred by reason of this Assignment. Such indemnification shall also cover the Lender in so doing, and any and all claims amounts expended by the Lender in taking any such action shall be repayable to it upon its demand therefor and demands that may be asserted against Lender under shall bear interest at 5% in excess of the Leases or this Assignmentinterest rate in effect from the date advanced to the date of repayment. Nothing All indemnities contained in this section Section 7.5 shall be construed to bind Lender to survive the performance of any Lease provisions, expiration or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions earlier termination of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this AssignmentCredit Agreement.

Appears in 1 contract

Samples: Credit and Share Pledge Agreement (Physician Corporation of America /De/)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including including, without limitation, Lender's reasonable attorney attorneys' fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower's indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower's business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry any event as to which Borrower's indemnification obligations apply, then, upon Lender's demand, Borrower, at its sole cost and taking possession expense, shall defend such claim, action or proceeding in Borrower's name, if necessary, by the attorneys for Borrower's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall approve. Lender may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. BUSINESS LOAN AGREEMENT Counterparts. This Agreement may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same Agreement. No Waiver by Lender. Lender shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any Lease right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Assignment Agreement shall not prejudice or constitute a waiver of Lender's right otherwise to demand strict compliance with that provision or any other provision of this Agreement. No prior waiver by Lender, nor any course of dealing between Lender and Borrower, or between Lender and any Grantor, shall constitute a waiver of any of Lender's rights or of any of Borrower's or any Grantor's obligations as to any future transactions. Whenever the consent of Lender is required under this Agreement, the granting of such consent by Lender in any instance shall not constitute continuing consent to subsequent instances where such consent is required and in all cases such consent may be granted or withheld in the defense sole discretion of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignment.

Appears in 1 contract

Samples: Business Loan Agreement (Procyon Corp)

AutoNDA by SimpleDocs

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect and hold Lender and its officers, directors, employees, and agents harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs, expenses (including including, without limitation, reasonable attorney attorneys’, architect’s, and engineering fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines, and forfeitures of this Assignment. Such indemnification shall also cover any nature whatsoever and all claims and demands whenever made that may be asserted against or incurred by Lender or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by, (i) this Agreement or the Related Documents; (ii) a breach by Borrower of this Agreement or the Related Documents; (iii) the exercise of the rights and remedies granted Lender under this Agreement or the Leases Related Documents; or this Assignment. Nothing in this section shall be construed to bind Lender to (iv) the performance of any Lease provisionsuse, generation, manufacture, storage, disposal, release, or to otherwise impose threatened release of a Hazardous Substance on, under, about, or from the Real Property in violation of applicable law. Borrower releases and waives any liability upon Lenderfuture claims against Lender and its officers, includingdirectors, without limitationemployees, any liability under covenants of quiet enjoyment in the Leases and agents for indemnity or contribution in the event that Borrower becomes liable for cleanup or other costs under any Lessee Environmental Law for the use, generation, manufacture, storage, disposal, release, or threatened release of a Hazardous Substance on, under, about, or from the Real Property. Lender shall have been joined as party defendant the right (i) to commence, appear in, or defend any action or proceeding purporting to affect the rights, duties, or liabilities of the parties to this Agreement, or the Related Documents; and (ii) to appear in any action or proceeding to foreclose the Security Instrument and defend itself against such claims. Lender shall have been barred thereby of all right, title, interestbe entitled to settle or compromise any asserted claims against it, and equity such settlement shall be binding upon Borrower for purposes of redemption in the Propertythis section. This Assignment imposes no liability upon Lender for the operation All related costs and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability expenses incurred by Lender (including reasonable attorneys’ fees incurred by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, ) shall be immediately reimbursed paid by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them Borrower to reimbursement for any such loss or liabilityLender. The provisions of this Section 9 section of the Agreement shall survive repayment the payment of the Obligations Indebtedness and any the expiration, cancellation, or termination or satisfaction of this AssignmentAgreement, and shall not be affected by Lender’s acquisition of any interest in any of the Real Property, whether by foreclosure or otherwise. However, in interpreting and applying this provision or any similar provision contained in any of the Related Documents that requires a Borrower to indemnify Lender and hold Lender harmless, the indemnity and hold harmless provision shall not be construed so as to require any Borrower to indemnify Lender or hold Lender harmless from or against Lender’s own gross negligence, willful misconduct, or wrongful acts.

Appears in 1 contract

Samples: Commercial Loan Agreement (Ballantyne Strong, Inc.)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including including, without limitation, Lender’s reasonable attorney attorneys’ fees) that Lender may or might incur under the Leases or by reason , as well as Lender’s architect’s and engineering fees), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Borrower’s business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at Lenderits sole cost and expense, shall defend such claim, action or proceeding in Borrower’s requestname, be immediately reimbursed if necessary, by the attorneys for Borrower. Such reimbursement ’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Construction Loan Agreement (Shepherd's Finance, LLC)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs and expenses (including reasonable attorney including, without limitation, Lender’s attorneys’ fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any Insurance policy or policies affecting the PropertyCollateral and/or Borrower’s business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at Lenderits sole cost and expense, shall defend such claim, action or proceeding in Borrower’s requestname, be immediately reimbursed if necessary, by the attorneys for Borrower. Such reimbursement ’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Business Loan Agreement (Nanophase Technologies Corporation)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect indemnify Lender and hold 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 what so ever which may be imposed on, incurred by or asserted against Lender, 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, without limitation, 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 or the Timeshare Act). Upon receiving knowledge of any suit, claim or demand asserted by a third party that Lender believes is covered by this indemnity, and subject to the condition that no Event of Default under this Agreement shall then exist, Lender shall give Borrower notice of the matter and an opportunity to defend it, at Borrowers sole cost and expense, with legal counsel satisfactory to Lender. Notwithstanding any defense by Borrower of any such suit, claim or demand, Lender 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. It is the express intention of the parties hereto that the indemnity provided for herein is intended to and shall protect and indemnify Lender from the consequences of Lenders own negligence (but not gross negligence or willful misconduct), whether or not that negligence is the sole or concurring cause of any liability, obligation, loss, damage, penalty, action, judgment, suit, claim, cost, expense or damage (including reasonable attorney fees) that Lender may or might incur under the Leases or by reason of this Assignment. Such indemnification shall also cover any and all claims and demands that may be asserted against Lender under the Leases or this Assignment. Nothing in this section shall be construed to bind Lender to the performance of any Lease provisions, or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentdisbursement.

Appears in 1 contract

Samples: Inventory Loan and Security Agreement (Silverleaf Resorts Inc)

Indemnification of Lender. Borrower To the fullest extent permitted by law, the County covenants to defend, indemnify and hold harmless the Lender and its officers, directors, members, employees and agents (collectively, the “Indemnified Party”) against any and all losses, claims, damages or liabilities, joint or several, including fees and expenses incurred in connection therewith, to which such Indemnified Party may become subject under any statute or at law or in equity or otherwise in connection with the transactions contemplated by this Agreement or the Deed of Trust and shall reimburse any such Indemnified Party for any legal or other expenses incurred by it in connection with investigating any claims against it and defending any actions, insofar as such losses, claims, damages, liabilities or actions arise out of the transactions contemplated by this Agreement or the Deed of Trust. In particular, without limitation, the County shall and hereby agrees to indemnify, defend, protect indemnify and hold Lender save the Indemnified Party harmless from and against all claims, losses and damages, including legal fees and expenses, arising out of any and all liability, loss, cost, expense breach or damage (including reasonable attorney fees) that Lender may or might incur under default on the Leases or by reason part of this Assignment. Such indemnification shall also cover any and all claims and demands that may be asserted against Lender under the Leases or this Assignment. Nothing County in this section shall be construed to bind Lender to the performance of any Lease provisionsof its obligations under this Agreement or the Deed of Trust. The indemnification provided for herein shall apply only to the extent such liability arises out of acts for which any defense of governmental, statutory or common law immunity is not available, shall not be construed as a waiver of any applicable defense of governmental, statutory or common law immunity by the County, and shall not prevent the County from asserting any defense of such immunity; provided, however, that if a court of competent jurisdiction determines no such immunity applies, the indemnity provided for herein shall apply. Notwithstanding the foregoing, the Lender and the County acknowledge and agree that the County is not deemed to otherwise impose have waived any liability upon defenses against a claim for indemnification by Lender, including, without limitation, any liability under covenants of quiet enjoyment in the Leases in defenses (a) that the event that any Lessee shall have been joined as party defendant in any action County is not authorized to foreclose the Security Instrument indemnify against claims and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property (b) such indemnification against claims is contrary to public policy or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them to reimbursement for any such loss or liabilityother similar defenses. The provisions parties acknowledge that the authority of this Section 9 shall survive repayment of the Obligations and a municipality to indemnify against claims has not been established by any termination North Carolina statute or satisfaction of this Assignmentcourt decision.

Appears in 1 contract

Samples: Installment Financing Agreement

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect and hold Lender and its officers, directors, employees, and agents harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage damages, losses, costs, expenses (including including, without limitation, reasonable attorney attorneys', architect's, and engineering fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines, and forfeitures of this Assignment. Such indemnification shall also cover any nature whatsoever and all claims and demands whenever made that may be asserted against or incurred by Lender or its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by, (i) this Agreement or the Related Documents; (ii) a breach by Borrower of this Agreement or the Related Documents; or (iii) the exercise of the rights and remedies granted Lender under this Agreement or the Leases or this AssignmentRelated Documents. Nothing in this section Lender shall be construed have the right (i) to bind Lender to the performance of any Lease provisionscommence, appear in, or defend any action or proceeding purporting to otherwise impose any liability upon Lenderaffect the rights, includingduties, without limitationor liabilities of the parties to this Agreement, any liability under covenants the Related Documents, or the disbursement of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant Loan Proceeds; and (ii) to appear in any action or proceeding to foreclose the Security Instrument and defend itself against such claims. Lender shall have been barred thereby of all right, title, interestbe entitled to settle or compromise any asserted claims against it, and equity such settlement shall be binding upon Borrower for purposes of redemption in the Propertythis section. This Assignment imposes no liability upon Lender for the operation All related costs and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability expenses incurred by Lender (including reasonable attorneys'. fees incurred by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, ) shall be immediately reimbursed paid by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them Borrower to reimbursement for any such loss or liabilityLender. The provisions of this Section 9 section of the Agreement shall survive repayment the payment of the Obligations Indebtedness and any the expiration, cancellation, or termination or satisfaction of this AssignmentAgreement, and shall not be affected by Lender's acquisition of any interest in any of the Collateral, whether by foreclosure or otherwise. However, in interpreting and applying this provision or any similar provision contained in any of the Related Documents that requires a Borrower or Guarantor to indemnify Lender and hold Lender harmless, the indemnity and hold harmless provision shall not be construed so as to require any Borrower or Guarantor to indemnify Lender or hold Lender harmless from or against Lender's own gross negligence, willful misconduct, or wrongful acts.

Appears in 1 contract

Samples: Loan Agreement (Investors Title Co)

Indemnification of Lender. Borrower hereby agrees shall, to indemnifythe fullest extent permitted by applicable law, defend, protect and hold save Lender harmless from all losses, costs and against any and all liabilityexpenses, loss, cost, expense or damage (including reasonable attorney attorneys' fees) that , and the cost of a title search, continuation of abstract and preparation of survey, incurred by reason of any action, suit, proceeding, hearing, motion or application before any court or administrative body in and to which Lender may be or might incur under the Leases or become a party by reason of this Assignment. Such indemnification shall also cover Mortgage, including but not limited to condemnation, bankruptcy, probate and administration proceedings, as well as any other of the foregoing wherein proof of claim is by law required to be filed or in which it becomes necessary to defend or uphold the terms of, or the lien created by, this Mortgage, and all claims and demands money paid or expended by Lender in that may be asserted against Lender regard, together with interest thereon from the date of such payment at the Contract Rate per annum from time to time applicable under the Leases or this Assignment. Nothing in this section Notes shall be construed to bind part of the Obligations secured hereby and shall be due and payable by Borrower immediately upon request made by Lender. Borrower additionally hereby indemnifies and saves Lender to the performance harmless under this Mortgage from and against all liabilities, obligations, claims, damages. penalties, causes of any Lease provisionsaction, or to otherwise impose any liability upon Lender, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon, incurred by, or asserted against Lender on account of (i) any liability under covenants of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant in any action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance failure of the Borrower to comply with any of the covenants and conditions on the part of Borrower to be performed or representations of Borrower contained in this Mortgage, or (ii) any loss or damage to the Mortgaged Property or for carrying out any injury to, or death of, any person that may be occasioned by any cause whatsoever pertaining to the terms Mortgaged Property or the use thereof, provided that such indemnity shall be effective only to the extent of any Lease before loss that may be sustained by Lender has entered and taken possession in excess of any net proceeds of the Property. Any loss or liability incurred insurance received by Lender by reason of actual entry and taking possession under from any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them insurance carried with respect to reimbursement for any such loss or liability. The provisions and provided further that the benefits of this Section 9 shall not inure to any person other than Lender and its successors and assigns. Nothing contained in this Section shall require the Borrower to indemnify Lender against the gross negligence or wantonly malicious acts of Lender. The indemnities contained in this Section shall survive repayment payment of the Obligations and any termination or satisfaction the release of this AssignmentMortgage, and shall extend to the officers, directors, employees and duly authorized agents of Lender.

Appears in 1 contract

Samples: Ams Health Sciences Inc

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage actual damages (including excluding consequential, punitive and special damages), actual losses (excluding diminutions), cost and expenses (including, without limitation, Lender’s reasonable attorney attorneys’ fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Loan Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (i) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisions, or part of the Secured Property; (ii) the exercise of any of Borrower’s rights collaterally assigned and pledged to otherwise impose Lender hereunder and under any liability upon Lender, including, without limitationof the other Loan Documents; (iii) any failure of Borrower to perform any of its obligations hereunder and under any of the other Loan Documents; and/or (iv) subject to Section 5.13(f) hereof, any liability failure of Borrower to comply with the environmental obligations, representations and warranties set forth herein, and under covenants the Loan Documents relating to Environmental Laws and Hazardous Materials. The foregoing indemnity provisions shall survive the cancellation of quiet enjoyment in this Loan Agreement as to all matters arising or accruing prior to such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Loan Agreement following default hereunder. Borrower’s indemnity obligations under this section shall have been joined as party defendant not in any action way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to foreclose the Security Instrument and shall have been barred thereby of all right, title, interest, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of perform any obligation on its part under any insurance policy or policies affecting the Property and/or Borrower’s business activities. Should any claim, action or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss proceeding be made or liability incurred by brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Borrower’s indemnification obligations apply, then, upon Lender’s demand, Borrower, at Lenderits sole cost and expense, shall defend such claim, action or proceeding in Borrower’s requestname, be immediately reimbursed if necessary, by the attorneys for Borrower. Such reimbursement ’s insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesreasonably approve. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the reasonable fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Loan Agreement (BitNile Holdings, Inc.)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense damages, losses, costs, and expenses (including, without limitation, Lender’s attorney’s fees), demands, liabilities, penalties, fines and forfeitures or damage (including reasonable attorney fees) that Lender may or might incur under the Leases or by reason of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by, (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral, (2) the exercise of any of Borrower’s rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Borrower to perform any of its obligations hereunder; and/or (4) any failure of Borrower to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall service in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Borrower’s indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its party under any insurance policy or policies affecting the PropertyCollateral and/or Borrower’s business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry any even as to which Borrower’s indemnification obligations apply, then, upon Lenders demand, Borrower at its sole cost and taking possession under any Lease expense, shall defend such claim, action or this Assignment proceeding in Borrower’s name, if necessary, by the attorneys for Borrower’s insurance carrier (if such claim, action or in the defense of any claims shallproceeding is covered by insurance), at Lender’s request, be immediately reimbursed or otherwise by Borrower. Such reimbursement such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorney at its reasonable discretion to defend Borrower and taking to assist in its defense and Borrower agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Business Loan Agreement (Medalist Diversified REIT, Inc.)

Indemnification of Lender. Borrower hereby Grantor agrees to indemnify, defend, protect to defend and to save and hold Lender harmless from and against any and all liabilityclaims, losssuits, costobligations, expense or damage (including reasonable attorney damages, losses, costs and expenses {including, without limitation, Lender's attorneys' fees) that Lender may or might incur under the Leases or by reason ), demands, liabilities, penalties, fines and forfeitures of this Assignment. Such indemnification shall also cover any and all claims and demands nature whatsoever that may be asserted against or incurred by Lender, its officers, directors, employees, and agents arising out of, relating to, or in any manner occasioned by this Agreement and the exercise of the rights and remedies granted Lender under this, as well as by: (1) the Leases ownership, use, operation, construction, renovation, demolition, preservation, management, repair, condition, or this Assignment. Nothing in this section shall be construed to bind Lender to the performance maintenance of any Lease provisionspart of the Collateral; (2) the exercise of any of Grantor's rights collaterally assigned and pledged to Lender hereunder; (3) any failure of Grantor to perform any of its obligations hereunder; and/or (4) any failure of Grantor to comply with the environmental and ERISA obligations, representations and warranties set forth herein. The foregoing indemnity provisions shall survive the cancellation of this Agreement as to all matters arising or accruing prior to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment in such cancellation and the Leases foregoing indemnity shall survive in the event that Lender elects to exercise any Lessee of the remedies as provided under this Agreement following default hereunder. Grantor's indemnity obligations under this section shall have been joined as party defendant not in any action to foreclose way be affected by the Security Instrument and shall have been barred thereby presence or absence of all rightcovering insurance, title, interest, and equity or by the amount of redemption in such insurance or by the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property failure or for carrying out the terms refusal of any Lease before Lender has entered and taken possession of insurance carrier to perform any obligation on its part under any insurance policy or policies affecting the PropertyCollateral and/or Grantor's business activities. Any loss Should any claim, action or liability incurred by proceeding be made or brought against Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shallevent as to which Grantor's indemnification obligations apply, then, upon Lender's demand, Grantor, at Lender’s requestits sole cost and expense, be immediately reimbursed shall defend such claim, action or proceeding in Grantor's name, if necessary, by Borrower. Such reimbursement the attorneys for Grantor's insurance carrier (if such claim, action or proceeding is covered by insurance), or otherwise by such attorneys as Lender shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney feesapprove. Lender may, upon entry may also engage its own attorneys at its reasonable discretion to defend Grantor and taking to assist in its defense and Grantor agrees to pay the fees and disbursements of possession, collect the Rents and apply them to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentattorneys.

Appears in 1 contract

Samples: Commercial Security Agreement (Amexdrug Corp)

Indemnification of Lender. Borrower hereby agrees to indemnify, defend, protect protect, indemnify and hold Lender Lender, its directors, officers, employees, agents, successors and assigns (including, without limitation, any participants in the Loan), harmless from and against any and all liabilitylosses, lossliabilities, costfines, expense claims, actions, judgments, costs, expenses or damage damages, to the extent such losses, liabilities, fines, claims, actions, judgments, costs, expenses or damages do not arise out of Lender's willful misconduct or gross negligence (including reasonable attorney feesas finally determined by a court of competent jurisdiction) that asserted against Lender may by any person, entity or might incur under Governmental Authority arising out of or in connection with Borrower's ownership or use of any of the Leases Properties, including, but not limited to, any liens (i.e., judgments, mechanics' and materialmen's liens, or by reason of this Assignment. Such indemnification shall also cover otherwise), charges and encumbrances filed against any Property, and all from any claims and demands that may be asserted against Lender under for damages or injury, including claims for property damage, personal injury or wrongful death, arising out of or in connection with any accident or fire or other casualty on the Leases Properties or this Assignment. Nothing in this section shall be construed to bind Lender to the performance of any Lease provisions, nuisance made or to otherwise impose any liability upon Lendersuffered thereon, including, without limitation, in any liability under covenants case, reasonable attorneys' fees, costs and expenses as aforesaid, whether at pretrial, trial or appellate level, and such indemnity shall survive payment in full of quiet enjoyment in the Leases in the event that any Lessee shall have been joined as party defendant Loan. Lender will be entitled to appear in any action or proceeding to foreclose the Security Instrument and shall have been barred thereby of all right, title, interestdefend itself against such claims, and equity of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability all costs incurred by Lender in connection therewith, including reasonable attorney's fees, shall be paid by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims Borrower to Lender upon request. Lender shall, at Lender’s requestits option, and subject to Borrower's reasonable prior written approval, be immediately reimbursed entitled to settle or compromise any asserted claim against it, and such settlement shall be binding upon Borrower for purposes of this indemnification. Payment thereof by Borrower. Such reimbursement Lender or the payment by Lender of any such judgment or claim successfully perfected against Lender shall include bear interest at the Default Interest Rate provided in the Note, costs, expenses and reasonable attorney feesshall be payable within ten (10) Business Days after Lender's demand therefor. Lender mayshall provide copies of invoices, upon entry and taking of possession, collect statements or other records documenting such amounts to the Rents and apply them extent available to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this AssignmentLender.

Appears in 1 contract

Samples: Loan Agreement (Catellus Development Corp)

Indemnification of Lender. Borrower Each Loan Party hereby expressly acknowledges and recognizes its responsibility for and agrees to indemnify, defend, protect indemnify and hold Lender and Lender's successors and assigns absolutely harmless from and against any and all liabilitycosts, expenses, liabilities, loss, costdamage or obligations incurred by or imposed upon or alleged to be due of Lender or Lender's successors and assigns in connection with the assertion of (a) any claim for brokerage, expense agency or damage finder's fees or commissions in connection with the Loan or the Collateral; (b) any claim for attorneys', appraisal, title insurance, inspection or other fees, costs and expenses incurred in connection with the negotiation, closing, administration, collection or refinancing of the Loan which arise by, through or on behalf of any Loan Party or any agent or representative of any of them; or (c) any claim arising out of or occurring because of or related to any Default or Event of Default hereunder. Without limiting the remedies available to Lender with respect to the enforcement of its indemnification rights as stated herein or as stated in any of the Loan Documents, in the event any claim or demand is made or any other fact comes to the attention of Lender in connection with, relating or pertaining to, or arising out of the transactions contemplated by this Agreement which Lender reasonably believes might involve or lead to some liability of Lender, Borrower shall, immediately upon receipt of written notification of any such claim or demand, assume in full the personal responsibility for and, to the extent requested by Lender, the defense of any such claim or demand and pay in connection therewith any loss, damage, deficiency, liability or obligation, including reasonable attorney fees) that without limitation, attorneys' fees and court costs incurred in connection therewith. In the event of court action in connection with any such claim or demand, Borrower shall assume, to the extent requested by Lender, the responsibility for the defense of any such action and shall immediately satisfy and discharge any final decree or judgment rendered therein. Lender may may, in its sole and uncontrolled discretion, make any payments sustained or might incur under the Leases or incurred by reason of this Assignment. Such indemnification any of the foregoing, and Borrower shall also cover any and all claims and demands that may be asserted against immediately repay to Lender under in cash the Leases or this Assignment. Nothing in this section shall be construed to bind Lender to amount of such payment, with interest thereon at the performance of any Lease provisions, or to otherwise impose any liability upon Lender, including, without limitation, any liability under covenants of quiet enjoyment rate specified in the Leases in the event that any Lessee Note to be applicable to past-due principal. Lender shall have been joined the right to join Borrower as a party defendant in any legal action to foreclose the Security Instrument and shall have been barred thereby of all right, title, interestbrought against Lender, and equity Borrower hereby consents to the entry of redemption in the Property. This Assignment imposes no liability upon Lender for the operation and maintenance of the Property or for carrying out the terms of any Lease before Lender has entered and taken possession of the Property. Any loss or liability incurred by Lender by reason of actual entry and taking possession under any Lease or this Assignment or in the defense of any claims shall, at Lender’s request, be immediately reimbursed by Borrower. Such reimbursement shall include interest at the Default Rate provided in the Note, costs, expenses and reasonable attorney fees. Lender may, upon entry and taking of possession, collect the Rents and apply them an order making Borrower a party defendant to reimbursement for any such loss or liability. The provisions of this Section 9 shall survive repayment of the Obligations and any termination or satisfaction of this Assignmentaction.

Appears in 1 contract

Samples: Commercial Loan Agreement (Moody National REIT I, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.