Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.
Appears in 4 contracts
Samples: Aircraft Purchase Agreement (Erickson Air-Crane Inc), Aircraft Purchase Agreement (Erickson Air-Crane Inc), Aircraft Purchase Agreement (Erickson Air-Crane Inc)
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Loan Agent, save and keep harmless Seller and each of its respective successors, assigns, affiliatesthe Lenders, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, controlling Persons (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of outside counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against any Seller such Indemnitee, in any manner arising out of this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, the use or intended use of the proceeds of the Loan) or any breach or default by the Borrowers of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee from and after the Delivery on the Delivery Date hereunder with respect to any Indemnified Liabilities to the extent relating to or arising directly or indirectly out of or in any way connected with such Indemnified Liabilities (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) arise from the gross negligence or wilful willful misconduct of a Seller Indemnitee or an Indemnitee, (bii) the breach are specifically addressed elsewhere in this Agreement (including, without limitation, Section 2.10, (iii) arise from breaches by Seller or any Seller an Indemnitee of any express warrantyLoan Document to which it is a party, representation or obligation hereunder (iv) constitute ordinary and usual operating or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementoverhead expenses of an Indemnitee (excluding, except for those arising from a breach by Seller without limitation, costs and expenses of any express warrantyoutside counsel, representation consultant or obligation hereunder agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under any other Transaction Document, shall solely be satisfied applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for Indemnitees or any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesthem.
Appears in 4 contracts
Samples: Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc)
Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless each Arranger, protecteach Agent, save and keep harmless Seller each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the satisfaction or attempted satisfaction of any of the conditions set forth in Article III) (each such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including reasonable fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Secured Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of any of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party“Indemnified Matters”); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 11.4 (i) to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller court of competent jurisdiction in a final non-appealable judgment or order, (ii) with respect to taxes (and amounts relating thereto), the indemnification for which shall be governed solely and exclusively by Section 2.16, and (iii) to an Indemnitee with respect to any Indemnified Matter that does not involve an act or omission of any Warnaco Entity or affiliate thereof and is brought by one Indemnitee against another Indemnitee. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of any Warnaco Entity involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any Seller contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Warnaco Entity; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Warnaco Entity, or the owner, lessee or operator of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller property of any express warrantyWarnaco Entity by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Documentexcept, shall solely be satisfied by the insurance required with respect to be maintained under Clause 8.2 hereofthose matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for incurred following (A) foreclosure by any such LossesFacility Agent, any Lender or any Issuer, or any Facility Agent, any Lender or any Issuer having become the successor in interest to any Warnaco Entity, and (B) attributable solely to acts of the Arrangers, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingFacility Agents, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesFacility Agents or such Lender.
Appears in 4 contracts
Samples: Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/), Credit Agreement (Warnaco Group Inc /De/)
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates(a) Lessee will pay, and Seller’s hereby indemnifies, on an after-tax basis, Lessor and each of their respective officersits assignees, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) forif any, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursementstaxes, levies, imposts, duties, charges or withholdings, together with any penalties, fines or interest thereon (any of the foregoing for the purposes of this Section 12 being called a "Tax"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), which may from time to time be imposed on, incurred by on or asserted against Lessor and its assignees, if any, or the Airframe or any Seller Indemnitee from and after Engine or Spare Engine or any part thereof or interest therein by any Federal, state or local government or other taxing authority in the Delivery on the Delivery Date to the extent United States or by any foreign government or subdivision thereof or by any foreign taxing authority in connection with, relating to or arising directly or indirectly out of or in any way connected with resulting from: (i) the breach by Purchaser Airframe or any Engine or Spare Engine or any part thereof of any representation or warranty hereunder or interest therein; (ii) the manufacture, purchase, ownership, possessionmortgaging, lease, sublease, use, storage, maintenance, modification, control, use, operation, sale, leasing sale or other application or disposition of the Spares, the Aircraft, the AFCS, Airframe or any Engine or Spare Engine; (iii) any Part rentals or component thereof other earnings therefor or interest therein, whether by Purchaser arising therefrom or any the income or other person proceeds received with respect thereto; or party(iv) this Lease or the Aircraft Chattel Mortgage; provided, however, that such Losses are not attributable to (athat, there shall be excluded from any indemnification under this Section 12(a) any Lessor Tax unless the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee payment of any express warrantysuch Tax shall be a condition to the enforceability of the Aircraft Chattel Mortgage or the perfection of the lien thereof or unless proceedings shall have been commenced to foreclose any lien which may have attached as security for such Tax, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under nothing in this Agreement, except for those arising from a breach by Seller Section shall require the payment of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, Tax so long as and to the extent Purchaser has complied with that the validity thereof shall be contested in good faith by appropriate legal proceedings promptly instituted and diligently conducted and Lessee shall have set aside on its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct books adequate reserves with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesthereto in accordance with generally accepted accounting principles.
Appears in 4 contracts
Samples: Lease Agreement (Atlas Air Inc), Lease Agreement (Atlas Air Inc), Lease Agreement (Atlas Air Inc)
Indemnities. Purchaser The Borrowers shall indemnifyindemnify the Administrative Agent, protectthe Collateral Agent, save and keep harmless Seller the Lead Arranger, the Documentation Agent, the Syndication Agent, the Issuing Bank and each of its respective successors, assigns, affiliatesLender, and Seller’s and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the reasonable fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the Aircrafthandling of the Funding Accounts, the AFCSCollection Account, any Engine account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or Lender relying on any instructions of the Administrative Borrower, (v) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person theory and regardless of whether any Indemnitee or partyany Loan Party is a party thereto; provided, however, provided that such Losses indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are not attributable finally determined by a court of competent jurisdiction to (a) have resulted from the gross negligence or wilful willful misconduct of such Indemnitee in a Seller Indemnitee final nonappealable order or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesjudgment.
Appears in 3 contracts
Samples: Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.), Credit Agreement (Independence Contract Drilling, Inc.)
Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Administrative Agent, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees expenses and disbursements (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of such Indemnitees, and solely in the case of a conflict of interest between Indemnitees (where the Indemnitee affected by such conflict has informed the Borrower of such conflict), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby (including, without limitation, the reliance in good faith by any Indemnitee on any notice purportedly given by or on behalf of the Borrower), (ii) the ownershipTransaction, possession(iii) any Commitment, maintenance, modification, control, use, operation, sale, leasing Loan or other application Letter of Credit or disposition the use or proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iv) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (v) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements (aA) resulted from (x) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any Related Indemnified Person of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction or (by) the a material breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person of such Indemnitee, in each case as determined by a final, non appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, collateral agent, co-collateral agent, arranger, bookrunner or any Seller Indemnitee similar role under the Facilities and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates or (B) have been settled pursuant to any settlement arrangement entered into by the applicable Indemnitee or any Related Indemnified Persons of such Indemnitee, representation in each case, without the Borrower’s prior written consent (such consent not to be unreasonably withheld or obligation delayed). To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this AgreementSection 12.4 (after the determination of a court of competent jurisdiction, if required pursuant to the terms of this Section 12.4), shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, the Swing Loan Lender or any Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 12.4 shall not apply to Taxes, Other Taxes, taxes covered by Section 3.4 or amounts excluded from the definition of Taxes pursuant to clauses (i) through (vii) of the first sentence of Section 3.1(a), which shall be governed by Section 3.1 or Section 3.4, except for those it 192 shall apply to any taxes (other than taxes imposed on or measured by net income (however denominated, and including branch profits and similar taxes), and franchise or similar taxes) that represent losses, claims, damages, etc. arising from a breach by Seller of any express warranty, representation non-tax claim (including a value added tax or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct similar tax charged with respect to such claim. Notwithstanding any the supply of legal or other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesservices).
Appears in 3 contracts
Samples: Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.), Credit Agreement (BJ's Wholesale Club Holdings, Inc.)
Indemnities. Purchaser shall Borrower agrees to indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatespay, and Seller’s hold Agent, each Lender, each L/C Issuer and each of their respective Affiliates, officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, and suppliers, attorneys (collectively, the “Seller Indemnitees”) for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, costsdamages, expensespenalties, fees (including legal fees and disbursements)actions, paymentsjudgments, demands, liabilitiessuits, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses (including all reasonable fees and expenses of counsel to such Indemnitees) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any Seller of the Loan Documents or Related Transactions; provided, that Borrower shall have no obligation to an Indemnitee from hereunder (w) with respect to any costs and after the Delivery on the Delivery Date expenses which are specifically excluded in Section 2.3(e), (x) with respect to liabilities to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) resulting from the gross negligence or wilful willful misconduct of that Indemnitee as determined by a Seller Indemnitee court of competent jurisdiction or (by) other than any Agent Indemnitee in its capacity as such, from any investigation or proceeding solely among Lenders or participants or potential Lenders or participants relating to assignments of the breach Loans and/or Commitments or other intra-lender issues by Seller any one or any Seller Indemnitee of any express warrantymore Lenders, representation participants or obligation hereunder potential Lenders or under any other Transaction Documentparticipants. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, If and to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee that the foregoing undertaking may be unenforceable for any such Lossesreason, Borrower agrees to make the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or maximum contribution to the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties payment and satisfaction thereof which is permissible under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesapplicable law.
Appears in 3 contracts
Samples: Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp), Credit Agreement (Addus HomeCare Corp)
Indemnities. Purchaser shall indemnifyThe Borrower agrees to defend, protect, save indemnify and keep hold harmless Seller the Lender and each of its respective successors, assigns, affiliates, and Seller’s Affiliates and each of their respective officers, its and its Affiliates' directors, shareholders, agents, employees, members, partners, contractors subcontractors, officers and suppliers, employees (collectively, the “Seller Indemnitees”"Idemnitees") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesliabilities, obligations, losses (other than loss of profits), damages, penalties, fees, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than Taxes) (collectivelyexcluding any taxes and including, “Losses”without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding, whether or not such Indemnitees shall be designated a party thereto), imposed on, incurred by or asserted against which any Seller Indemnitee from of them may incur and after the Delivery on the Delivery Date to the extent relating to or reasonably pay arising directly or indirectly out of or in relating to this Agreement or the Note or any way connected with (i) of the breach by Purchaser transactions contemplated hereby or thereby or the direct or indirect application or proposed application of the proceeds of any representation or warranty hereunder or (ii) the ownershipAdvance, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable the Borrower shall have no obligation to (a) an Indemnitee hereunder with respect to any matter caused solely by or resulting solely from the willful misconduct or gross negligence of such Indemnitee. The Borrower, upon demand by the Lender, shall reimburse each Indemnitee for any reasonable legal or wilful other expenses incurred in connection with investigating or defending any of the foregoing except if the same is directly due to the willful misconduct or gross negligence of a Seller Indemnitee or (b) such Indemnitee. If the breach by Seller or any Seller Indemnitee undertaking to indemnify, pay and hold harmless set forth in this Section 6.04 may be unenforceable because it is violative of any express warrantylaw or public policy, representation or obligation hereunder or the Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofapplicable law, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for payment and satisfaction of all liabilities, obligations, losses, damages, penalties, fees, actions, judgments, suits, claims, costs, expenses or disbursements incurred by any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesIndemnitee.
Appears in 3 contracts
Samples: Credit Agreement (Moneygram Payment Systems Inc), Revolving Credit Agreement (Moneygram Payment Systems Inc), Revolving Credit Agreement (Moneygram Payment Systems Inc)
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelythe transactions contemplated hereby are consummated, the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind and nature whatsoever (other than Taxesincluding, without limitation, reasonable attorneys’ fees and expenses) (collectivelyall of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, “Losses”)or resulting from, imposed onin whole or in part, incurred one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from either (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party, or (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of pay on demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:
Appears in 3 contracts
Samples: Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp)
Indemnities. Purchaser The Borrowers shall indemnifyindemnify the Administrative Agent, protectthe Collateral Agent, save and keep harmless Seller the Lead Arranger, the Documentation Agent, the Syndication Agent, the Issuing Bank and each of its respective successors, assigns, affiliatesLender, and Seller’s and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the reasonable fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the Aircrafthandling of the Funding Accounts, the AFCSCollection Account, any Engine account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or Lender relying on any instructions of the Administrative Borrower, (v) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person or partytheory and regardless of whether any Indemnitee is a party thereto; provided, however, provided that such Losses indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are not attributable finally determined by a court of competent jurisdiction to (a) have resulted from the gross negligence or wilful willful misconduct of such Indemnitee in a Seller Indemnitee final nonappealable order or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesjudgment.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Independence Contract Drilling, Inc.), Guarantee and Collateral Agreement (Independence Contract Drilling, Inc.)
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the Govco Administrative Agent, the Lenders, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, the use or intended use of parties the proceeds of the Loan) or any breach or default by the Obligors of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final and non-appealable judgment of a court of competent jurisdiction) and only to the extent that such Indemnified Liabilities constitute direct (as opposed to special, indirect, punitive or consequential) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each of the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Obligor or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Without limitation of the generality of the foregoing, each Indemnitee (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Obligor or any of its security holders or creditors for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts and (ii) shall incur no liability under or in respect to this Clause 8.1 will Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The agreements in this Section 9.4 shall survive the Delivery termination of the Aircraft other provisions of this Agreement and the Redelivery other Loan Documents and, in the case of the AFCS and Collateral Agent, shall survive the Sparesresignation or removal of the Collateral Agent hereunder.
Appears in 2 contracts
Samples: Loan Agreement (Us Airways Group Inc), Loan Agreement (Us Airways Group Inc)
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliersthe transactions contemplated hereby are consummated, (collectively, A) the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and nature whatsoever expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document (other than Taxesthe Equistar Undertaking or the Servicer’s activities as Servicer) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or which it is a party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller use of proceeds of any Purchase or reinvestment; (c) the interest of any Purchaser in any Receivable, any Contract or any Seller Indemnitee Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document (other than the Equistar Undertaking) to which it is a party; and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts arising out of any express warranty, representation or obligation resulting from the Equistar Undertaking or the Servicer’s activities as Servicer or Buyer’s Servicer hereunder or under any the other Transaction Document. Purchaser’s indemnification obligations under this AgreementDocuments; excluding, except for those arising from a breach by Seller of any express warrantyhowever, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery all of the Aircraft and the Redelivery of the AFCS and the Spares.foregoing instances under clauses (A) and
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Equistar Chemicals Lp), Receivables Purchase Agreement (Lyondell Chemical Co)
Indemnities. Purchaser Borrower shall indemnify, protect, save hold harmless and keep harmless Seller defend Lender and each of its respective successors, assigns, affiliates, successors and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, assigns against any and all claims, demands, suits and legal proceedings, whether civil, criminal, administrative, investigative or otherwise, including arbitration, mediation, bankruptcy and appeal and including any claims, demands, suits and legal proceedings arising out of: (i) the actual or alleged manufacture, purchase, ordering, financing, shipment, acceptance or rejection, titling, registration, leasing, ownership, delivery, rejection, non-delivery, possession, use, transportation, storage, operation, maintenance, repair, return or disposition of the Equipment; (ii) patent, trademark or copyright infringement; or (iii) any alleged or actual breach, default or Event of Default by Borrower (all of the foregoing hereinafter collectively referred to as “Actions”); and (iv) any and all penalties, losses, liabilities, including the liability of Borrower or Lender for negligence, tort, strict liability or environmental liability, damages, costs, court costs and any and all other expenses, fees (including legal fees Attorneys’ Fees, judgments and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed onamounts paid in settlement, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or incident to, arising directly or indirectly out of of, or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCSActions, any Engine or Agreement, any Part or component thereof or interest thereinEquipment, whether by Purchaser or any other person instrument, document or partyagreement executed in connection with or contemplated by any of the foregoing; provided, however, provided that such Losses are not attributable the Borrower shall have no obligation hereunder to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller Lender or any Seller Indemnitee of any express warranty, representation its affiliates or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, related to the extent Purchaser has complied that such obligation for indemnification shall have resulted from the gross negligence, bad faith or willful misconduct of the party to be indemnified or any of its affiliates as determined by a final non-appealable judgment of a court of competent jurisdiction. The term “Attorneys’ Fees” as used herein shall include any and all reasonable and documented attorneys’ fees that are incurred by Lender incident to, arising out of, or in any way in connection with Lender’s interests in, or defense of, any Action or Lender’s enforcement of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct rights and interests with respect to such claim. Notwithstanding any Equipment or otherwise under each Agreement, or any other provision of this Agreementinstrument, the obligations of parties under this Clause 8.1 will survive the Delivery document or agreement executed in connection with or contemplated by any of the Aircraft foregoing, which shall include such reasonable and documented attorneys’ fees incurred by Lender whether or not a suit or action is commenced, and all costs in collection of sums due during any work out or with respect to settlement negotiations, or the Redelivery cost to defend Lender or to enforce any of the AFCS and the Sparesits rights.
Appears in 2 contracts
Samples: Master Equipment Finance Agreement (Stronghold Digital Mining, Inc.), Master Equipment Finance Agreement (Stronghold Digital Mining, Inc.)
Indemnities. Purchaser (a) The Borrower shall indemnify, protect, save indemnify and keep hold harmless Seller the Lender and its affiliates and each of its respective successors, assigns, affiliates, and Seller’s and each of their the respective officers, directors, shareholdersemployees, agents, employeesadvisors, membersattorneys and representatives of each (each, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”an "Indemnified Party") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesclaims, costsdamages, expenseslosses liabilities and expenses (including, fees (including legal without limitation, reasonable fees and disbursementsdisbursements of counsel), paymentsjoint or several, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, that may be incurred by or asserted or awarded against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or Indemnified Party, in each case arising directly or indirectly out of or in connection with or relating to any way connected with (i) investigation, litigation or proceeding or the breach by Purchaser preparation of any representation defense with respect thereto, arising out of or warranty hereunder in connection with or relating to the Term Loans, the Loan Documents (iiexcluding the Warrants) or the ownershiptransactions contemplated thereby, possession, maintenance, modification, control, use, operation, sale, leasing or other application any use made or disposition proposed to be made with the proceeds of the SparesTerm Loans, whether or not such investigation, litigation or proceeding is brought by the Aircraft, the AFCSBorrower, any Engine of its shareholders or any Part or component thereof or interest thereincreditors, whether by Purchaser an Indemnified Party or any other person person, or party; providedan Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except to the extent such claim, damage loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. No Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its shareholders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is found in a final non-appealable judgement by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In no event, however, that shall any Indemnified Party be liable on any theory of liability for any special, indirect, consequential or punitive damages and the Borrower hereby waives, releases and agrees (for itself and on behalf of its Subsidiaries) not to sue xxxn any such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Lossesdamages, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser whether or not accrued and whether or not known or suspected to exist in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesits favor.
Appears in 2 contracts
Samples: Loan Agreement (Arv Assisted Living Inc), Term Loan Agreement (Arv Assisted Living Inc)
Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees expenses and disbursements (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (ax) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee or (by) the a material breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non appealable judgment of a court of competent jurisdiction or any Seller dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any similar role under the Facility and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, representation the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or obligation any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, Section 12.4 shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunderpaid within twenty (20) Business Days after written demand therefor. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser The agreements in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.Section 12.4
Appears in 2 contracts
Samples: Credit Agreement (Chinos Holdings, Inc.), Credit Agreement (J Crew Group Inc)
Indemnities. Purchaser Subject to applicable waivers of claims and rights of subrogation, Tenant shall indemnify, protect, defend (with counsel approved by Landlord in its reasonable discretion), indemnify and save Landlord harmless from and keep harmless Seller against any and each all claims and liabilities arising from: (i) the conduct or management by Tenant or by anyone claiming under Tenant of or from any work or thing whatsoever done in or about the Premises during the Term by Tenant or by anyone claiming under Tenant and from any condition existing, or any injury to or death of persons or damage to property occurring or resulting from an occurrence, during the Term in or about the Premises; and (ii) any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease or from any negligent act or omission on the part of Tenant or any of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, memberssubtenants, partnerslicensees, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, invitees or assignees. Tenant further agrees to indemnify Landlord from and againstagainst all costs, expenses (including reasonable attorneys’ fees) and on written demand shall pay other liabilities incurred in connection with any such indemnified claim or reimburse each Seller Indemnitee for the payment ofaction or proceeding brought thereon, any and all lossesof which, costsif reasonably suffered, expensespaid or incurred by Landlord, fees (including legal fees Tenant shall pay promptly upon receipt of written demand to Landlord as Additional Rent. Tenant’s duty to indemnify Landlord under this Paragraph 15 shall survive the expiration and disbursements)termination of this Lease with respect to any claims or liability occurring prior to such expiration or termination. Notwithstanding the foregoing, paymentsnothing herein shall be deemed to require Tenant to indemnify, demandsdefend, liabilitiesprotect or hold Landlord harmless from any liability, obligations, claims, actions, proceedingsdamages, penalties, finescause of action, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by cost or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date expense to the extent relating to or arising caused directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful willful misconduct of a Seller Indemnitee Landlord or (b) the breach by Seller Landlord’s agents, employees, contractors or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesinvitees.
Appears in 2 contracts
Samples: Implant Sciences Corp, Implant Sciences Corp
Indemnities. Purchaser shall indemnify(a) The Borrowers agree to indemnify and hold harmless the Administrative Agent, protecteach Arranger, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentatives, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (each such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees, disbursements and nature whatsoever (other than Taxesexpenses of financial and legal advisors to any such Indemnitee) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, the Disclosure Documents, the Term Loan Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Term Loans or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party“Indemnified Matters”); provided, however, that such Losses are the Borrowers shall not attributable have any obligation under this Section 10.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting primarily from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all liabilities and costs arising under any Environmental Law relating to or connected with the breach by Seller past, present or future operations of the Administrative Borrower or any Seller Indemnitee of its Subsidiaries or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any express warranty, representation Release of Contaminants; (ii) any costs or obligation hereunder liabilities incurred in connection with any Remedial Action concerning the Administrative Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any other Transaction Document. Purchaser’s indemnification obligations under this AgreementEnvironmental Law, except for including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. 9601 et seq.) as amended and applicable state property transfer laws, except, with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with attributable to the gross negligence or willful action of the Administrative Agent, such Lender or any agent on behalf of the Administrative Agent, such Lender. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its obligations thereunder. If directors, securityholders or creditors, an Indemnitee or any other person, or an Indemnitee is otherwise a claim is made against a Seller Indemnitee for any such Lossesparty thereto and whether or not the transactions contemplated hereby are consummated; provided that to the extent no conflict exists, the Loan Parties shall only be obligated to reimburse fees and expenses of one legal counsel for all Indemnified Persons in each relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesjurisdiction.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Tousa Inc), First Lien Term Loan Credit Agreement (Tousa Inc)
Indemnities. Purchaser To the extent permitted by law, Tenant shall indemnifyand does hereby indemnify Landlord and agrees to save it harmless and, protectat Landlord's option, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, defend it from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penaltiesliabilities and expenses (including attorneys' and other professional fees) judgments, finessettlement payments, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed onfines paid, incurred or suffered by Landlord in connection with loss of life, personal injury and/or damage to property or asserted against any Seller Indemnitee the environment suffered by third parties arising from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of the occupancy or in any way connected with (i) the breach use by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition Tenant of the Spares, the Aircraft, the AFCS, any Engine Premises or any Part or component part thereof or interest therein, whether by Purchaser or any other person part of the Shopping Center, occasioned wholly or party; providedin part by any act or omission of Tenant, howeverits officers, that such Losses are not attributable to (a) agents, contractors, employees or invitees, or arising, directly or indirectly, wholly or in part from any conduct, activity, act, omission, or operation involving the gross negligence use, handling, generation, treatment, storage, disposal, other management or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee Release of any express warrantyHazardous Substance in, representation from or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesPremises, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser whether or the insurer defending such claim not Tenant may reasonably direct have acted negligently with respect to such claimHazardous Substance. Notwithstanding Tenant's obligations pursuant to this Section shall survive any other provision termination of this AgreementLease with respect to any act, omission or occurrence which took place prior to such termination. To the obligations extent permitted by law, Landlord shall and does hereby indemnify Tenant and agrees to save it harmless from and against any and all claims, actions, damages, liabilities and expenses (including attorneys' and other professional fees) in connection with loss of life, personal injury and/or damage to property suffered by third parties under this Clause 8.1 will survive the Delivery arising from or out of the Aircraft and the Redelivery use of any portion of the AFCS and the SparesCommon Areas by Landlord, occasioned wholly or in part by any act or omission of Landlord, its officers, agents, contractors or employees.
Appears in 2 contracts
Samples: Lease Agreement (Ciao Cucina Corp), Lease Agreement (Boston Restaurant Associates Inc)
Indemnities. Purchaser shall indemnifyPERMIT HOLDER agrees to indemnify and hold harmless the DISTRICT and its directors, protectmembers, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directorsemployees and other representatives from and against and in respect of any and all claims, shareholderssuits, agentsactions, judgments, damages, liabilities and expenses (including reasonable legal fees and expenses of counsel chosen by the DISTRICT) as when incurred arising out of, involving, or in connection with, the use or occupancy (or both) of the Premises by PERMIT HOLDER, specifically including without limitation claims arising from personal injury or death or property damage, excepting only matters arising out of the sole negligence of the DISTRICT. If any claim, action or proceeding is brought against the DISTRICT by reason of any of the foregoing matters, PERMIT HOLDER shall upon notice by the DISTRICT, defend the same at PERMIT HOLDER’s expense and the DISTRICT shall cooperate with PERMIT HOLDER in any such defense. The DISTRICT need not have paid any such claim in order to be defended or indemnified. The DISTRICT agrees to indemnify and hold harmless PERMIT HOLDER and its members, officers, employees, members, partners, contractors subcontractors, invitees or guests and suppliers, (collectively, the “Seller Indemnitees”) for, other representatives from and against, against and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, in respect of any and all lossessuits, costsactions, expensesjudgments, fees damages, liabilities and expenses (including reasonable legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages expenses of counsel chosen by PERMIT HOLDER) as and judgments when incurred rising out of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee based upon the sole negligence of the DISTRICT or alleged to arise from and after environmental matters affecting the Delivery on the Delivery Date Premises to the extent relating not caused by or attributable to PERMIT HOLDER. If any claim, action or arising directly or indirectly out proceeding is brought against PERMIT HOLDER by reason of or any of the foregoing matters, the DISTRICT shall upon notice by PERMIT HOLDER, defend the same at the DISTRICT’s expense and PERMIT HOLDER shall cooperate with the DISTRICT in any way connected with (i) such defense. PERMIT HOLDER need not have paid any such claim in order to be defended or indemnified. The party seeking indemnification hereunder shall give the breach by Purchaser other party prompt notice of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made asserted against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft it and the Redelivery of the AFCS and the Sparesbasis on which it intends to seek indemnification.
Appears in 2 contracts
Indemnities. Purchaser shall indemnifyIf someone makes a claim against either you or Quantis ("Recipient" which may refer to you or Quantis depending upon which party received the Material), protectthat any information, save and keep harmless Seller and each of its respective successorsdesign, assignsspecification, affiliatesinstruction, software, data, or material ("Material") furnished by either you or Quantis ("Provider" which may refer to you or Quantis depending on which party provided the Material), and Seller’s used by the Recipient infringes its intellectual property rights, the Provider will indemnify the Recipient against the claim if the Recipient does the following: notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the claim (or sooner if required by applicable law); gives the Provider sole control of the defense and each of their respective officersany settlement negotiations; and gives the Provider the information, directors, shareholders, agents, employees, members, partners, contractors subcontractorsauthority, and suppliers, (collectivelyassistance the Provider needs to defend against or settle the claim. If the Provider believes or it is determined that any of the Material may have violated someone else's intellectual property rights, the “Seller Indemnitees”Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these alternatives are not commercially reasonable, the Provider may end the license for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment require return of, the applicable Material and refund any fees the Recipient may have paid for it and all lossesany unused, costsprepaid fees you have paid applicable to the terminated license or service. If you are the Provider and such return materially affects Quantis' ability to meet its obligations under the relevant Order Form, expensesthen Quantis may, fees (including legal fees at its option and disbursements)upon 30 days prior written notice, paymentsterminate the Order Form. The Provider will not indemnify the Recipient if the Recipient alters the Material or uses it outside the scope of use identified in the Provider's user documentation or if the Recipient uses a version of the Materials which has been superseded, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments if the infringement claim could have been avoided by using an unaltered current version of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on Material which was provided to the Delivery Date Recipient. The Provider will not indemnify the Recipient to the extent relating to that an infringement claim is based upon any information, design, specification, instruction, software, data, or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are material not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied furnished by the insurance required to be maintained under Clause 8.2 hereof, Provider. Quantis will not indemnify you to the extent Purchaser has complied with its obligations thereunder. If a that an infringement claim is made against a Seller Indemnitee based upon the combination of any Material with any products or services not provided by Quantis. This section provides the parties' exclusive remedy for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser infringement claims or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesdamages.
Appears in 2 contracts
Samples: Legal Agreement, User Agreement
Indemnities. Purchaser shall Each Loan Party agrees to indemnify, protectpay, save and keep harmless Seller hold each Agent Party and each of Lender and its respective successorsAffiliates and the respective partners, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employeesattorneys, members, partners, contractors subcontractors, advisors and suppliers, representatives of each Lender and its respective Affiliates (collectively, the “Seller Indemnitees”) for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesliabilities, costsobligations, expenses, fees losses (including legal reasonable fees of attorneys and disbursementsconsultants), paymentsdamages, demands, liabilities, claimspenalties, actions, proceedingsjudgments, penalties, fines, damages suits and judgments claims of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against any Seller the Indemnitee from as a result of Administrative Agent and after the Delivery on the Delivery Date each Lender being a party to the extent relating to this Agreement or arising directly or indirectly out of or otherwise in any way connected connection with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from any of the other Loan Documents or any of the transactions contemplated hereby or thereby; provided that, (A) in the absence of a breach by Seller conflict of any express warrantyinterest, representation or obligation hereunder or under any other Transaction Document, the Loan Parties shall solely only be satisfied by the insurance required to be maintained under Clause 8.2 hereof, pay the fees and expenses of one law firm for Administrative Agent and the Lenders (in addition to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller expenses of local and special counsel for Administrative Agent and the Lenders) and (B) the Loan Parties shall have no obligation to an Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct hereunder with respect to liabilities arising from the gross negligence, willful misconduct of, or breach of any Loan Document by, that Indemnitee, in each such claimcase as determined by a final non appealable judgment of a court of competent jurisdiction. Notwithstanding To the fullest extent permitted by Applicable Law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other provision Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit, or the use of the proceeds thereof. No Indemnitee referred to in this paragraph shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby. This Subsection 9.1 and all indemnification provisions contained within any other Loan Document shall survive the termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.
Appears in 2 contracts
Samples: Credit Agreement (Atlantic Tele Network Inc /De), Credit Agreement (ATN International, Inc.)
Indemnities. Purchaser A Party (“Indemnifying Party”) shall indemnifyon demand indemnify the other Party (“Indemnified Party”) against any claim, protectloss, save cost, damage or expense (excluding income tax and keep harmless Seller and each any taxes on capital gains) sustained or incurred by the Indemnified Party arising out of this Agreement as a consequence of: any tortious (including negligent) act or omission by the Indemnifying Party; any act or omission of a Representative of the Indemnified Party where that Representative is carrying out an act, or refraining from acting, in accordance with an instruction or direction of the Indemnifying Party or where that Representative is acting as an agent of the Indemnifying Party; the Indemnifying Party dismantling any of its respective successors, assigns, affiliates, Facilities contrary to the terms of this Agreement; or the Indemnifying Party failing to operate its Facilities in accordance with the Applicable Laws or good electricity industry practice. To the extent permitted by law and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelywithout limiting AusNet Services’ other rights against the Customer, the “Seller Indemnitees”) forCustomer will be responsible for and indemnify AusNet Services against: any fines, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements)penalties, payments, demandsinterest, liabilitiesloss of incentive or loss of rebate (including STPIS) imposed by a Regulator or Applicable Law on AusNet Services or the Customer arising from or contributed to by any breach, claims, actions, proceedingsdefault or negligence on the part of the Customer or its Representatives; any fines, penalties, finesinterest, damages and judgments loss of any kind and nature whatsoever incentive or loss of rebate or payments imposed on AusNet Services for failing to meet its obligations (whether to the government, customers or other than Taxes) (collectively, “Losses”third parties), as a result of breaches of this Agreement or negligence of the Customer; and any charges imposed onby any Regulator, incurred by ombudsman or asserted against other regulatory authority in relation to any Seller Indemnitee from and after the Delivery on the Delivery Date investigations concerning any circumstances to the extent relating to arising from any default or arising directly or indirectly out of or in any way connected with (i) negligence on the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition part of the SparesCustomer or its Representatives, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, provided that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, indemnity shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, reduced to the extent Purchaser has complied with its obligations thereunderany such fine, penalty, payment, interest or charges are caused by or contributed to by any wrongful, unlawful or negligent act or omission by AusNet Services. If a No Liability for Consequential Loss Other than as expressly provided under clause 16.2(b), neither Party is entitled to claim is made and must not claim against a Seller Indemnitee the other Party and neither Party will be liable to the other Party, by way of indemnity or by reason of any breach of this Agreement or in tort or otherwise, for any such Lossesclaim, loss, cost or expense in the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice nature of such claim. If requested by Purchaser in writingloss of profits, such Seller Indemnitee willbusiness, at Purchaser’s expenseproduction, take such action as Purchaser use or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding anticipated savings or for any other provision indirect or consequential loss including without limitation any loss, cost or expense claimed by any third party in respect of any act or omission under or in connection with this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.
Appears in 2 contracts
Samples: www.ausnetservices.com.au, www.ausnetservices.com.au
Indemnities. Purchaser shall a. Licensee hereby agrees to indemnify, protectdefend and hold Licensor, save and keep harmless Seller and each of its respective successorstheir hotels, assignspartners, subsidiaries, affiliates, franchises, and Seller’s allied companies and each of their respective officers, directors, shareholders, agents, employeescontractors, members, partners, contractors subcontractors, subcontractors and suppliers, employees (collectively, the “Seller "Indemnitees”") for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demandsclaims, liabilities, claimsdamages, actions, proceedings, penalties, fines, damages and judgments fines penalties or costs of any kind and whatsoever nature whatsoever (other than Taxes) (collectively, “Losses”including reasonable attorneys' fees), imposed onand whether or not occurring during the term hereof or occasioned or contributed to by the negligence of Licensor, incurred by a Hotel, or asserted against any Seller Indemnitee from agent or employee of the Indemnitees, or any of them (except as and after the Delivery on the Delivery Date to the extent relating otherwise prohibited by applicable law), arising out of or in any way connected with, and whether by reason of death of or injury to any person or loss of or damage to any property or otherwise, arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser actions or omissions of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations Licensee under this Agreement. Licensee's representations, except for those arising from a breach warranties, covenants agreements and licenses hereunder, the services provided by Seller Licensee or any Licensees or other subcontractors, of Licensee hereunder or any related act of failure to act by Licensee, its agents, licensees, subcontractors, servants employees or invitees, including without limitation the use of the Licensed Area and any allegation that the Equipment or any part of them infringes any rights of any express warrantyother person, representation including without limitation copyright, patent, trade secret, trademark, artist rights, droit moral, privacy, publicity or obligation hereunder other intellectual property laws, whether or under any other Transaction Document, shall solely be satisfied not occurring during the term hereof or occasioned or contributed to by the insurance required to be maintained under Clause 8.2 hereofnegligence of an Indemnitee or an agent or employee of the Indemnitees, or any of them (except as and to the extent Purchaser has complied with its obligations thereunderprohibited by applicable law). If a In the event that any claim is made or any action or proceeding is brought against a Seller Indemnitee for the Indemnitees, or any such Lossesof them, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice arising out of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct connected with respect to such claim. Notwithstanding any other provision of this Agreement, any such Indemnitees may be notice to Licensee, elect to require Licensee, at Licensee's expense, to resist such claim or take over the obligations defense of parties under this Clause 8.1 will survive any such action or proceeding and employ counsel for such purpose, such counsel to be subject to the Delivery prior approval of the Aircraft and the Redelivery of the AFCS and the Sparessuch Indemnitee.
Appears in 2 contracts
Samples: Master License Agreement (Cais Internet Inc), Master License Agreement (Cais Internet Inc)
Indemnities. (a) Purchaser shall agrees to indemnify, protectdefend and hold harmless Seller, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, representatives and suppliers, affiliated or parent companies (collectively, the “which additional parties are hereinafter collectively referred to as "Seller Indemnitees”Agents") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimscauses of action, actionsdamages, proceedingsliens, penalties, fines, damages settlements, judgments, expenses, attorney's fees, court costs and judgments claims (hereinafter referred to collectively as "claims") arising (i) from the breach of any kind and nature whatsoever this Agreement by Purchaser, (other than Taxesii) from the Assumed Liabilities, or (collectively, “Losses”), imposed on, incurred by iii) on or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or Effective Date, in any way connected with (i) with, attributable to, or resulting from Purchaser's ownership or operation of, or activities on the Assets, including, but not limited to, claims for damage to property or injury or death to persons, claims for breach of duties and obligations arising under or by Purchaser virtue of any representation lease, contract, agreement, permit, applicable statute or warranty hereunder or (ii) rule. Purchaser's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such claims REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, ENVIRONMENTAL LIABILITY, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER, ITS SELLER AGENTS OR ANY OTHER PARTY OR PERSON, AND REGARDLESS WHETHER OR NOT SUCH CLAIMS AROSE PRIOR TO THE EFFECTIVE DATE OR RELATE TO CONDITIONS THAT EXISTED PRIOR TO THE EFFECTIVE DATE. In addition, and without limiting the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition generality of the Sparesforegoing, Purchaser shall be solely liable and responsible for the Aircraftproper plugging and abandoning of all wellx xxx located on or hereafter drilled on the Assets, the AFCSand any surface restoration or environmental clean-up associated therewith, any Engine or any Part or component thereof or interest thereinand shall indemnify, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable defend and hold harmless Seller and its agents from and against all claims relating to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparessame.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Energy Partners LTD), Purchase and Sale Agreement (Energy Partners LTD)
Indemnities. Purchaser shall (a) The Fund agrees to indemnify, protectdefend and hold Distributor, save its officers and keep directors and any person who controls Distributor within the meaning of Section 15of the Securities Act of 1933, free and harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), paymentsclaims, demands, liabilities, liabilities and expenses (including the costs of investigating or defending such claims, actionsdemands or liabilities and any counsel fees incurred in connection therewith) which Distributor, proceedingsits officers and directors or any such controlling person may incur under the Securities Act of 1933, penaltiesor under the common law or otherwise, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or based upon any alleged untrue statements of a material fact contained in the Fund's Registration Statement and Exhibits, Prospectuses, or Statement of Additional Information or arising out of or based upon any way connected with (i) alleged omission to state a material fact required to be stated in such documents or necessary to make the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partystatements in them not misleading; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofindemnity, to the extent Purchaser has complied with that it might require indemnity of a person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Fund, shall not inure to the benefit of such officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Securities Act of 1933; and further provided that in no event shall anything herein contained be so construed as to protect Distributor (or its officers and directors or any controlling persons) against any liability to the Fund or its stockholders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence, in the performance of its duties or by reason of its reckless disregard of its obligations thereunderand duties under this Agreement. If a claim is made against a Seller Indemnitee for The Fund's agreement to indemnify Distributor, its officers and directors and any such Lossescontrolling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or any such controlling person, such notification to be given by letter or telegram address to the Fund at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or legal process shall have been serviced. The failure to so notify the Fund of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on the account of the indemnity contained in the this paragraph. The Fund will be entitled at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by the Distributor. In the event that the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the relevant Seller Indemnitee defendant or defendants in such suit shall promptly notify Purchaser upon receiving notice bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such claim. If requested by Purchaser suit, or in writingcase Distributor does not approve of counsel chosen the Fund will reimburse Distributor, such Seller Indemnitee willits officers and directors, at Purchaser’s expense, take such action as Purchaser or the insurer defending controlling person named as defendant or defendants in such claim may reasonably direct with respect to such claimsuit, for the reasonable fees and expenses of any counsel retained by Distributor or them. Notwithstanding The indemnification contained in this paragraph and the representations and warranties in this Agreement shall remain operative and in full force and effect regardless of any other provision investigation made by or on behalf of this AgreementDistributor, the obligations of parties under this Clause 8.1 will its officers and directors, or any controlling person, and shall survive the Delivery delivery of any Shares of the Aircraft Fund hereunder. This indemnity will inure exclusively to Distributor's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the Redelivery benefit of any controlling person and its successors. The Fund agrees promptly to notify Distributor of the AFCS commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and the Sparessale of its Shares.
Appears in 2 contracts
Samples: Distribution Agreement (Lifetime Achievement Fund Inc), Distribution Agreement (Lifetime Achievement Fund Inc)
Indemnities. Purchaser shall indemnify(a) General Indemnity of Seller. Without limiting any other rights which any such Person may have hereunder or under applicable law, protect, save and keep harmless Seller and hereby agrees to indemnify each of its the Administrative Agent, each Purchaser, each Program Support Provider, BofA, each of BofA's Affiliates, their respective successors, assignstransferees, affiliates, participants and Seller’s assigns and each of their respective all officers, directors, shareholders, agentscontrolling persons, employeesemployees and agents of any of the foregoing (each an "Indemnified Party"), members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) forforthwith on demand, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all damages, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actionsliabilities and related costs and expenses, proceedingsincluding reasonable attorneys' fees and disbursements (all of the foregoing being collectively referred to as "Indemnified Amounts") awarded against or incurred by any of them arising out of or relating to this Agreement, penalties, fines, damages and judgments any other Agreement Document or the ownership or funding of the Undivided Interest or in respect of any kind and nature whatsoever Receivable or any Contract, excluding, however, (other than Taxesa) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date Indemnified Amounts with respect to an Indemnified Party to the extent relating determined by a court of competent jurisdiction to have resulted from gross negligence or willful misconduct on the part of such Indemnified Party, (b) recourse (except as otherwise specifically provided in Article II of this Agreement in connection with the calculation of the Undivided Interest) for Defaulted Receivables and (c) taxes upon or measured by net income. Without limiting the foregoing, Seller hereby agrees to indemnify each Indemnified Party for Indemnified Amounts arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.relating to:
Appears in 1 contract
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall ----------- be consummated, the Borrower agrees to indemnify, protect, save pay and keep harmless Seller and each of its respective successors, assigns, affiliateshold the Bank, and Seller’s and each of their respective the shareholders, officers, directors, shareholdersemployees and agents of the Bank ("Indemnified Person"), agentsharmless from and against any and all claims, employees------------------- liabilities, memberslosses, partnersdamages, contractors subcontractorscosts and expenses (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and supplierscosts (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by the Borrower, with respect to or arising out of any proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements"Indemnified Liabilities"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee provided that ----------------------- the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller any such Indemnified Persons. If any claim is made, or any Seller Indemnitee action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of the Bank being notified in writing of any express warrantysuch claim or the commencement of such action, representation suit or obligation hereunder proceeding, and the Borrower will assume the defense of such action, suit or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementproceeding, except for those arising from a breach employing counsel selected by Seller of any express warrantyBorrower's insurance carrier, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied selected by the insurance required to be maintained under Clause 8.2 hereof, Borrower and reasonably satisfactory to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesIndemnified Person, and pay the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice fees and expenses of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.such
Appears in 1 contract
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, each of the Borrower and Parent agrees to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the Lenders, the Supplemental Guarantor, the Govco Administrative Agent, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, on an After-Tax Basis from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees actually incurred, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential, and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby (including, without limitation, the use or intended use of the proceeds of the Loan) or the syndication of the Loan or any statement contained in the Application or otherwise made by or on behalf of the Borrower to the Board or any breach or default by the Borrower or Parent of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided, that the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities (i) arise from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction), (ii) constitute special, indirect, consequential or punitive damages or (iii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Obligors shall contribute the maximum portion that they are permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Obligors or any of their security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). The obligations of the parties under pursuant to this Clause 8.1 will Section 10.4 shall survive indefinitely the Delivery execution and delivery of this Agreement and the consummation of the Aircraft and the Redelivery of the AFCS and the Sparestransactions contemplated herein.
Appears in 1 contract
Indemnities. Purchaser Each of the Conveying Parties (including Sxxxxxx), jointly and severally, shall pay, indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Seller’s and each of their respective officershold the Lender Released Persons (each, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, an "Indemnified Person") harmless (collectively, to the “Seller Indemnitees”fullest extent permitted by law) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all lossesliabilities, loss, costs, expenses, fees (including legal fees and disbursements)actions, paymentsclaims, demands, liabilities, claimssuits, actions, investigations, proceedings, penaltiesand damages, finesand all reasonable all court costs and attorneys fees and disbursements and other reasonable costs and expenses actually incurred in connection therewith or in connection with the enforcement of this indemnification (as and when they are incurred and irrespective of whether suit is brought), damages and judgments at any time asserted against, imposed upon, or incurred by any of any kind and nature whatsoever them (other than Taxesa “Claim”) (a) in connection with or as a result of or related to the execution, delivery, enforcement or performance (including any restructuring or workout with respect hereto) of this Agreement, any of the other documents executed in connection herewith, or the transactions contemplated hereby or thereby, and (b) with respect to any investigation, litigation, or proceeding related to this Agreement, any document executed in connection herewith (irrespective of whether any Indemnified Person is a party thereto), or any act, omission, event, or circumstance in any manner related thereto (all the foregoing, collectively, the "Indemnified Liabilities” and each, individually, an “LossesIndemnified Liability”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable with respect to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or Claim arising under subpart (b) above, if any such investigation, litigation or proceeding is initiated and after the breach full completion thereof, it is conclusively determined by Seller a court of competent jurisdiction or other appropriate authority that such Claim has a value of less than: (i) $25,000, with respect to any Seller Indemnitee of any express warrantyindividual matter giving rise to such Claim; or (ii) $75,000 in the aggregate, representation or obligation hereunder or under any other Transaction Documentwith respect to multiple matters giving rise to such Claim, then a such Claim shall not be an Indemnified Liability. Purchaser’s indemnification obligations under this AgreementFrom and after the Closing, except for those arising from a breach by Seller of any express warrantyTransferee Entities, representation or obligation hereunder or under any other Transaction Documentjointly and severally, shall solely be satisfied by indemnify, defend, and holds harmless Borrower Parties for, from and against any claims, suits, demands, liabilities, loss, costs, expenses, actions and other damage, including all court costs and reasonable attorney’s fees (collectively, the insurance required "Claims") arising out of the failure of the Transferee Entities to be maintained under Clause 8.2 hereofpay Scheduled Assumed Liabilities related to the operation of the Property, subject to the Adjusted Settlement Protocol (defined below) and the post-Closing rights and remedies contained in Section 13(b). The foregoing indemnities shall survive the Closing and shall not terminate. Each of the Conveying Parties (including Sxxxxxx), jointly and severally, shall pay, indemnify, defend and hold the Lender Parties, harmless from and against, any loss, claim, liability, expense, or other damage attributable to Taxes of a Conveying Party or related to the Property with respect to any Tax year or portion thereof ending on or before the Closing, or for any Tax year beginning before and ending after the Closing to the extent Purchaser has complied with its obligations thereunderallocable to the portion of such period beginning before and ending on the Closing Date; or any liability arising on or before Closing of a Conveying Party attributable to the unpaid Taxes of any Person under Reg. If §1.1502-6 (or any similar provision of state, local, or non-U.S. law), as a claim is made against transferee or successor, by contract, or otherwise. In the case of any sales or use taxes, value-added taxes, employment taxes, withholding taxes and any other Tax based on or measured by income, business activity, receipts or profits earned during a Seller Indemnitee for any such LossesTax year beginning before and ending after the Closing, the relevant Seller Indemnitee Tax attributable on or before the Closing shall promptly notify Purchaser upon receiving notice be deemed to equal the amount that would be payable if the Tax year ended on and included the date of Closing; and in the case of personal property, real property, ad valorem and other Taxes of the Conveying Parties imposed on a periodic basis during a Tax year beginning before and ending after the Closing, the Tax attributable on or before the Closing shall be deemed to be the amount of the Taxes for the entire Tax year beginning before and ending after the Closing multiplied by a fraction, the numerator of which is the number of days in such claimTax year and the denominator of which is the number of days in such Tax year. If requested by Purchaser The foregoing indemnity shall survive the Closing. For purposes of this Section 10(b), ‘‘Tax’’ or ‘‘Taxes’’ means any federal, state, or local income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental (including taxes under Code §59A), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transaction privilege, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, whether computed on a separate or consolidated, unitary or combined basis or in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreementmanner, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesincluding any interest, penalty, or addition thereto, whether disputed or not.
Appears in 1 contract
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to indemnify, protect, save pay and keep harmless Seller and each of its respective successors, assigns, affiliateshold the Lender Group, and Seller’s and each of their respective the shareholders, officers, directors, shareholdersemployees and agents of the Lender Group (each, agentsan "INDEMNIFIED PERSON"), employeesharmless from and against any and all claims, membersliabilities, partnerslosses, contractors subcontractorsdamages, costs and suppliersexpenses (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and costs (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by the Borrower, with respect to or arising out of any proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements"INDEMNIFIED LIABILITIES"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee provided that the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller any such Indemnified Persons. If any claim is made, or any Seller Indemnitee action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, such Indemnified Person shall notify the Borrower within thirty (30) days of any express warrantysuch Indemnified Person's being notified in writing of the commencement of such action, representation suit or obligation hereunder proceeding, and the Borrower will assume the defense of such action, suit or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementproceeding, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied employing counsel selected by the insurance required Borrower and reasonably satisfactory to be maintained under Clause 8.2 hereofsuch Indemnified Person, to and pay the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice fees and expenses of such claimcounsel. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision This covenant shall survive termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery Agreement and payment of the Aircraft and the Redelivery outstanding Notes for a period of the AFCS and the Sparessix (6) years.
Appears in 1 contract
Indemnities. Purchaser shall indemnify(a) The Borrowers agree to indemnify and hold harmless the Agents, protect, save and keep harmless Seller each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in Article III (CONDITIONS TO LOANS AND LETTERS OF CREDIT)) for, (each such Person being an "INDEMNITEE") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, decrees, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Disclosure Document, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft"INDEMNIFIED MATTERS"); PROVIDED, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, howeverHOWEVER, that such Losses are the Borrowers shall not attributable have any obligation under this Section 11.4 to (a) an Indemnitee with respect to any Indemnified Matter primarily caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of any Group Member involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any Seller contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Group Member; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to any Group Member, or the owner, lessee or operator of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller property of any express warrantyGroup Member by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Documentexcept, shall solely be satisfied by the insurance required with respect to be maintained under Clause 8.2 hereofthose matters referred to in clauses (i), (ii), (iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for incurred following (A) foreclosure by an Administrative Agent, any such LossesLender or any Issuer, or an Administrative Agent, any Lender or any Issuer having become the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice successor in interest to any Group Member, and (B) attributable solely to acts of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending any agent on behalf of such claim may reasonably direct with respect to Administrative Agent or such claimLender. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.138
Appears in 1 contract
Indemnities. Purchaser shall Indemnitors hereby agree to unconditionally indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Seller’s and each of their respective officershold Lender Group harmless against: (1) any loss, directorsfines, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimspenalties, actions, suits, proceedings, penaltiesliability, finesdamage, damages and judgments expense or claim incurred in connection with, arising out of, resulting from or incident to the application of any kind Environmental Law with respect to the Trust Property; (2) any breach of any representation or warranty or the inaccuracy of any representation made by Indemnitors in or pursuant to this Indemnity; (3) any breach of any covenant or agreement made by Indemnitors in or pursuant to this Indemnity; (4) any liability or obligation arising out of CERCLA, any equivalent state statute or any other Environmental Law which may be incurred or asserted against the Lender Group, directly or indirectly, under Environmental Laws, with respect to the Trust Property; and nature whatsoever (5) any other than Taxes) (collectivelyloss, “Losses”)liability, imposed ondamage, expense or claim which may be incurred by or asserted against any Seller Indemnitee the Lender Group, directly or indirectly, resulting from and after the Delivery presence of Hazardous Material on the Delivery Date Trust Property, including (A) all foreseeable and unforeseeable consequential damages, (B) the costs of any required or necessary investigation, repair, cleanup, remediation or detoxification and (C) the costs of the preparation and implementation of any closure, remedial or other remedial plans. Notwithstanding anything herein to the contrary, this Indemnity shall not be construed to impose liability on Indemnitors for Hazardous Materials placed, released or disposed of on the Trust Property or any obligation or liability under Environmental Law (except to the extent relating to caused by the acts or arising directly omissions of Indemnitors or indirectly out of or in any way connected with their respective agents, employees, contractors, licensees, guests and tenants) (i) after the breach date of foreclosure, assignment (other than an assignment by Purchaser of any representation the Agent to a successor "Agent" under the Loan Agreement) or warranty hereunder or sale, (ii) after the ownershipacceptance by the Agent (for the benefit of the Lender Group) of a deed in lieu of foreclosure, (iii) during any period during which a receiver appointed upon the request or petition of the Agent (for the benefit of the Lender Group) is in possession of the Trust Property or the Agent (for the benefit of the Lender Group) operates the Trust Property as a mortgagee in possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of (iv) to the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that extent such Losses are not attributable to (a) liability arises from the gross negligence or wilful willful misconduct of a Seller Indemnitee or the Agent (bfor the benefit of the Lender Group) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesindemnitee hereunder.
Appears in 1 contract
Samples: Riviera Holdings Corp
Indemnities. Purchaser shall indemnify(a) Except as otherwise provided in Section 8.03(c) below, protectthe Company releases the Issuer, save and keep harmless Seller and each of its respective successorsCouncilmembers, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, membersagents and attorneys (the “Indemnified Parties”), partners, contractors subcontractorsfrom, and suppliers, (collectively, the “Seller Indemnitees”) Indemnified Parties shall not be liable for, from and againstthe Company agrees and shall protect, indemnify, pay, defend and on written demand shall pay or reimburse each Seller Indemnitee for hold the payment ofIndemnified Parties harmless from, any and all lossesliability, cost, expense, damage or loss of whatever nature (including, but not limited to, attorneys’ fees, litigation and court costs, expenses, fees (including legal fees amounts paid in settlement and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxesamounts paid to discharge judgments) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly resulting from, arising out of of, in connection with or in any way connected with related to (i) the breach by Purchaser issuance, offering, sale, delivery, payment of any representation the Bonds and the interest thereon, or warranty hereunder redemption of the Bonds, the provisions and rate of interest on the Bonds, the Bond Ordinance, the Indenture, the Tax Regulatory Agreement and this Agreement and the obligations imposed on the Issuer hereby and thereby, or the design, construction, installation, operation, use, occupancy, maintenance or ownership of the Project; (ii) any written statements or representations made or given by the ownershipCompany or any of its officers or employees, possessionto the Indemnified Parties, maintenance, modification, control, use, operation, sale, leasing the Trustee or other application any underwriters or disposition purchasers of any of the SparesBonds, with respect to the Issuer, the AircraftCompany, the AFCSProject or the Bonds or the offer or issuance thereof, any Engine including, but not limited to, statements or representations of facts, financial information or corporate affairs; (iii) damage to property or any Part injury to or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee death of any express warranty, representation person that may be occasioned by any cause whatsoever pertaining to the Project; (iv) any loss or obligation hereunder damage incurred by the Issuer as a result of violation by the Company of the provisions of Section 8.04 or under 8.05 hereof; and (v) any other Transaction Document. Purchaser’s indemnification obligations action required to be taken by the Issuer under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesBond Ordinance, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser Tax Regulatory Agreement or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesIndenture.
Appears in 1 contract
Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in Article III) for, (each such Person being an "Indemnitee") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Disclosure Document or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party"Indemnified Matters"); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 13.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting primarily from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Parent Guarantor, the Borrower or any Seller of its Subsidiaries involving any property subject to a Loan Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Parent Guarantor, the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Parent Guarantor, the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Parent Guarantor, representation the Borrower or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementof its Subsidiaries by virtue of foreclosure, except for except, with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for incurred following (A) foreclosure by the Administrative Agent or any such LossesLender, or the Administrative Agent, any Lender having become the successor in interest to the Parent Guarantor, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice Borrower or any of such claim. If requested by Purchaser in writingits Subsidiaries, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect and (B) attributable solely to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery acts of the Aircraft and the Redelivery Administrative Agent or such Lender or any agent on behalf of the AFCS and the SparesAdministrative Agent or such Lender.
Appears in 1 contract
Samples: Credit Agreement (Conseco Inc)
Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller their respective Affiliates and each of its respective successors, assigns, affiliatestheir, and Seller’s and each of their respective officersAffiliates’, branches, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees (including legal fees reasonable and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages documented out-of-pocket expenses and judgments disbursements of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but, in the case of Attorney Costs, limited to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction, and in the case of an actual or potential conflict of interest between Indemnitees (where the Indemnitee(s) affected by such conflict of interest informs the Borrower in writing of such conflict of interest), one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or any Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (x) the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (y) a material breach of any obligations under any Loan Document by such Indemnitee or of any Related Indemnified Person, in each case of clauses (x) and (y), as determined by a final, non-appealable judgment of a court of competent jurisdiction, or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent, collateral agent, issuer of Letters of Credit, or arranger or any similar role under the Facilities and other than any claims arising out of any act or omission of Holdings, the Borrower or any of their Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable Law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable Law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement (other than damages arising from the gross negligence, bad faith or willful misconduct of such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee as determined by a final, non-appealable judgment of a court of competent jurisdiction), nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Loan Documents is consummated. All amounts due under this Section 12.4 shall be paid within thirty (30) days after written demand therefor; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, promptly refund such amount to the extent Purchaser has complied with its obligations thereunder. If that there is a claim is made against final non-appealable order of a Seller court of competent jurisdiction that such Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct was not entitled to indemnification rights with respect to such claim. Notwithstanding any other provision payment pursuant to the express terms of this AgreementSection 12.4. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, the obligations Collateral Agent, the Swing Loan Lender or any Issuer, the replacement of parties under this Clause 8.1 will survive any Lender, the Delivery termination of the Aircraft Commitments and the Redelivery repayment, satisfaction or discharge of all the AFCS other Obligations. Without limiting the provisions of Sections 3.1 and the Spares3.2, this Section 12.4 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
Appears in 1 contract
Samples: Assignment and Assumption (BJ's Wholesale Club Holdings, Inc.)
Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protect, save each Lender and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, controlling persons and suppliers, other representatives and the successors and permitted assigns of each of the foregoing (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilitiesdamages, claims, actionsand reasonable, proceedings, penalties, fines, damages documented and judgments invoiced out-of-pocket fees and expenses (including Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of Attorney Costs, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of a single firm of counsel to all Indemnitees taken as a whole and, if necessary, a single firm of local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions), and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional firm of counsel for each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Commitment or Loan or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom, or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities, in each case, arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims, costs, expenses or disbursements resulted from (aA) (x) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any Related Indemnified Person or (by) the a breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person, in each case, as determined by a final, non appealable judgment of a court of competent jurisdiction or (B) any dispute solely between or among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any Seller Indemnitee similar role under the Facility (excluding their role as a Lender) and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, representation the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or obligation any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this AgreementSection 12.4 shall be paid within twenty (20) Business Days after written demand thereof from the Administrative Agent or the Indemnitee entitled thereto. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, except for those arising from a breach by Seller the Collateral Agent, the replacement of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLender, the relevant Seller Indemnitee termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. This Section 12.4 shall promptly notify Purchaser upon receiving notice not apply to Taxes, or amounts excluded from the definition of such claim. If requested by Purchaser in writingTaxes pursuant to clauses (i) through (viii) of the first sentence of Section 3.1(a), such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct that are imposed with respect to such claimpayments to or for account of any Agent or any Lender under any Loan Document, which shall be governed by Section 3.1. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesThis Section 12.4 also shall not apply to Other Taxes or to taxes covered by Section 3.4.
Appears in 1 contract
Indemnities. Purchaser shall indemnify, protect, save The Lenders agree to indemnify each Agent and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, affiliates, agents, employeesadvisors and controlling persons (each, members, partners, contractors subcontractors, and suppliers, (collectively, the an “Seller IndemniteesAgent Indemnitee”) for(to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), ratably according to their respective Pro Rata Outstandings in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Term Loan Commitments shall have terminated and the Term Loans shall have been paid in full, ratably in accordance with such Pro Rata Outstandings immediately prior to such date), from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses or disbursements of any kind and nature whatsoever that may at any time (other than Taxeswhether before or after the payment of the Term Loans) (collectively, “Losses”), be imposed on, incurred by or asserted against such Agent Indemnitee in any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent way relating to or arising directly out of, the Term Loan Commitments, this Agreement, any of the other Loan Documents or indirectly out of any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any way connected with (i) of the breach by Purchaser foregoing; provided that no Lender shall be liable for the payment of any representation portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition disbursements that are found by a final and nonappealable decision of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that a court of competent jurisdiction to have resulted from such Losses are not attributable to (a) the Agent Indemnitee’s gross negligence or wilful misconduct of a Seller Indemnitee or (b) willful misconduct. The agreements in this Section shall survive the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision termination of this Agreement, Agreement and the obligations of parties under this Clause 8.1 will survive the Delivery payment of the Aircraft Term Loans and the Redelivery of the AFCS and the Sparesall other amounts payable hereunder.
Appears in 1 contract
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall ----------- be consummated, the Borrower agrees to indemnify, protect, save pay and keep harmless Seller and each of its respective successors, assigns, affiliateshold the Bank, and Seller’s and each of their respective the shareholders, officers, directors, shareholdersemployees and agents of the Bank ("Indemnified Person"), agentsharmless from and against any and all claims, employees--------------------- liabilities, memberslosses, partnersdamages, contractors subcontractorscosts and expenses (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and supplierscosts (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by the Borrower, with respect to or arising out of any proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements"Indemnified Liabilities"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee provided that ----------------------- the Borrower shall have no obligation hereunder with respect to Indemnified Liabilities arising from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller any such Indemnified Persons. If any claim is made, or any Seller Indemnitee action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of the Bank being notified in writing of any express warrantysuch claim or the commencement of such action, representation suit or obligation hereunder proceeding, and the Borrower will assume the defense of such action, suit or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementproceeding, except for those arising from a breach employing counsel selected by Seller of any express warrantyBorrower's insurance carrier, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied selected by the insurance required to be maintained under Clause 8.2 hereof, Borrower and reasonably satisfactory to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesIndemnified Person, and pay the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice fees and expenses of such claimcounsel. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision This covenant shall survive termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery Agreement and payment of the Aircraft and the Redelivery outstanding Revolving Note for a period of the AFCS and the Sparessix (6) years.
Appears in 1 contract
Indemnities. Purchaser shall The Lessee hereby bears and assumes all risk and liability for, and the Lessee hereby agrees, but only to the extent allowed by law, to indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Sellerhold harmless the Lessor from any and all claims, liens, demands, or liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the lease, operation, maintenance and use of the Bus, including death, personal injury, damage to property, claims by the Lessee’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractorsand servants; claims by the FTA with regard to compliance with the terms of Article X of this Lease, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date liability howsoever arising with respect to the extent relating to Bus and the ownership or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partythereof; provided, however, that such Losses are the Lessee shall not attributable be required to indemnify the Lessor or any other indemnitee for : (ai) any claim in respect of the Bus arising from acts or events which occur after possession of the Bus has been redelivered to the Lessor at the expiration of the Lease Term, (ii) any claim resulting from acts which would constitute the willful misconduct or gross negligence of the Lessor or wilful misconduct of a Seller Indemnitee any other indemnitee; (iii) any claim arising in connection with liens on the Bus created by the Lessor; or (biv) claims resulting solely from the breach by Seller the Lessor of its covenant of quiet enjoyment set forth in Section 4.01 hereof. If the Lessor is subjected to any expense or any Seller Indemnitee liability because of any express warranty, representation default or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warrantythe Lessee hereunder, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, then upon written notice to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLessee of the nature and/or amount thereof, the relevant Seller Indemnitee Lessee shall promptly notify Purchaser upon receiving notice forthwith discharge the same, and if not so discharged, the amount of such claimexpense shall be payable as a Supplemental Lease Payment. If requested The indemnities and assumptions of liability herein provided for shall continue in full force and effect (notwithstanding the termination of this Lease, whether by Purchaser in writingexpiration of time, such Seller Indemnitee willby operation of law, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct otherwise) with respect to such claim. Notwithstanding any other provision of this Agreement, claims based upon losses occurring during the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesLease Term.
Appears in 1 contract
Samples: Lease and Purchase Option Agreement
Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protectthe Syndication Agent, save and keep harmless Seller the Arranger, each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in Article III) for, (each such Person being an "Indemnitee") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, any Disclosure Document or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party"Indemnified Matters"); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 13.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting primarily from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Parent Guarantor or any Seller of its Subsidiaries involving any property subject to a Loan Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Parent Guarantor or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Parent Guarantor or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Parent Guarantor or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with incurred following (A) foreclosure by the Administrative Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Parent Guarantor or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent, such Lender or such Issuer.
Appears in 1 contract
Samples: Credit Agreement (Classic Cable Inc)
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the KHFC Administrative Agent, the Lenders, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations of parties under this Clause 8.1 will survive other Loan Documents or the Delivery transactions contemplated hereby or thereby (including, without limitation, the use or intended use of the Aircraft and the Redelivery proceeds of the AFCS and Loan) or any breach or default by the Spares.Obligors of any provision of the Loan Documents or solely with respect to the Board, any statement contained in the Application (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such
Appears in 1 contract
Samples: Loan Agreement (Us Airways Inc)
Indemnities. Purchaser shall (a) Borrowers agree, jointly and severally, to indemnify, protectpay, save and keep harmless Seller hold Agent (and each of its respective successorssub agent), assigns, affiliateseach Lender, and Seller’s their Affiliates, and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractorsadvisors, and suppliers, attorneys (collectively, the “Seller "Indemnitees”") for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, costsdamages, expensespenalties, fees (including legal fees and disbursements)actions, paymentsjudgments, demands, liabilitiessuits, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses (including all reasonable fees and expenses of counsel to such Indemnitees) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against any Seller the Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by Purchaser the parties hereto of any representation or warranty their respective obligations hereunder or the consummation of the transactions contemplated hereby, (ii) any Loan or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Aircraft, the AFCS, any Engine Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person or partytheory and regardless of whether any Indemnitee is a party thereto; provided, however, provided that such Losses are not attributable Borrowers shall have no obligation to (a) an Indemnitee hereunder with respect to liabilities to the extent resulting from the gross negligence or wilful willful misconduct of that Indemnitee as determined by a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee final non-appealable order of any express warranty, representation or obligation hereunder or under any other Transaction Documenta court of competent jurisdiction. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, If and to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee that the foregoing undertaking may be unenforceable for any such Lossesreason, Borrowers agree to make the relevant Seller Indemnitee maximum contribution to the payment and satisfaction thereof which is permissible under applicable law. The obligations of Borrowers under this Section 9.1(a) shall promptly notify Purchaser upon receiving notice survive the payment in full of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision Obligations and the termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft Agreement and the Redelivery resignation of the AFCS and the SparesAgent.
Appears in 1 contract
Indemnities. Purchaser Borrowers shall indemnifyindemnify the Agent (and any sub-agent thereof), protecteach Lender and the L/C Issuer, save and keep harmless Seller and each Related Party of its respective successors, assigns, affiliates, and Seller’s and any of the foregoing Persons (each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofharmless from, any and all losses, costsclaims, expensesdamages, fees liabilities and related expenses (including legal fees the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee), paymentsincurred by any Indemnitee or asserted against any Indemnitee by any third party or by a Borrower arising out of, demandsin connection with, liabilitiesor as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, leased or operated by Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent Borrower or any of its Subsidiaries and (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Credit Party or any Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, actionsdamages, proceedingsliabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, penaltiesif Parent Borrower or such Credit Party has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that any Borrower for any reason fails to indefeasibly pay any amount required under the paragraph above or Section 1.3(e) to be paid by it to the Agent (or any sub-agent thereof), fines, damages and judgments the L/C Issuer or any Related Party of any kind and nature whatsoever of the foregoing, each Lender severally agrees to pay to the Agent (other than Taxes) (collectively, “Losses”or any such sub-agent), imposed onthe L/C Issuer or such Related Party, as the case may be, such Lender’s Pro Rata Share of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any Seller Indemnitee from and after such sub-agent) or the Delivery on the Delivery Date to the extent relating to L/C Issuer in its capacity as such, or arising directly or indirectly out of or in against any way connected with (i) the breach by Purchaser Related Party of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, foregoing acting for the Aircraft, the AFCS, any Engine Agent (or any Part such sub-agent) or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that L/C Issuer in connection with such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparescapacity.
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Indemnities. Purchaser Assignor shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, hold Assignee harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, demands, damages, causes of actions, proceedingsand expenses (including, penaltieswithout limitation, fines, damages reasonable attorneys' fees and judgments of any kind and nature whatsoever (other than Taxescosts) (collectively, “Losses”), imposed on, incurred by that may now or hereafter be made or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or Assignee arising directly or indirectly out of or in any way connected with (i) related to the breach by Purchaser performance or nonperformance of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification Assignor's obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to Contracts and the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct Leases with respect to such claim. Notwithstanding any other provision the Property occurring prior to (but not after) the date of this AgreementAssignment. Assignee shall indemnify, defend, and hold Assignor harmless from any and all liabilities, claims, demands, damages, causes of actions, and expenses (including, without limitation, reasonable attorneys' fees and costs) that may now or hereafter be made or asserted against Assignor arising out of or related to the performance or nonperformance of Assignee's obligations under the Contracts and the Leases with respect to the Property occurring on or after the date of parties under this Clause 8.1 will Assignment. The Property is conveyed in its "AS IS," "WHERE IS" and "WITH ALL FAULTS" condition, without any warranties by Assignor except for the representations of Seller set forth in Section 5.3 (entitled Representations of Seller) of the Purchase and Sale Agreement between Assignor and Assignee dated ____________________________, and Assignor specifically disclaims any warranties as to condition, fitness or suitability for any particular use or purpose, merchantability, or habitability of the Property. This conveyance is subject to the provisions of Section 10.11 (entitled "No Representations or Warranties") and Section 10.12 (entitled "'AS IS' SALE") of the Purchase and Sale Agreement between Assignor and Assignee with an Effective Date (as defined therein) of ____________________. These provisions survive the Delivery execution and delivery of the Aircraft and the Redelivery of the AFCS and the Sparesthis document.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Bedford Property Investors Inc/Md)
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the Counter-Guarantors, the Lenders, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations other Loan Documents, any Counter-Guarantee or the transactions contemplated hereby or thereby (including, without limitation, the use or intended use of parties the proceeds of the Loan) or any breach or default by the Obligors of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final and non-appealable judgment of a court of competent jurisdiction) and only to the extent that such Indemnified Liabilities constitute direct (as opposed to special, indirect, punitive or consequential) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each of the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Obligor or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings). Without limitation of the generality of the foregoing, each Indemnitee (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Obligor or any of its security holders or creditors for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts and (ii) shall incur no liability under or in respect to this Clause 8.1 will Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The agreements in this Section 9.4 shall survive the Delivery termination of the Aircraft other provisions of this Agreement and the Redelivery other Loan Documents and, in the case of the AFCS and Collateral Agent, shall survive the Sparesresignation or removal of the Collateral Agent hereunder.
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Indemnities. Purchaser The Borrowers shall indemnifyindemnify the Administrative Agent, protectthe Collateral Agent, save and keep harmless Seller the Lead Arranger, the Documentation Agent, the Syndication Agent, the Issuing Bank and each of its respective successors, assigns, affiliatesLender, and Seller’s and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the reasonable fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) the Aircrafthandling of the Funding Accounts, the AFCSCollection Account, any Engine account subject to a Blocked Account Agreement and Collateral of Borrowers as herein provided, (iv) the Agent, Issuing Bank or Lender Exhibit A to FirstFourth Amendment Conformed Amended and Restated Credit Agreement – Independence Contract Drilling #37466145 relying on any instructions of the Administrative Borrower, (v) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (vi) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person theory and regardless of whether any Indemnitee or partyany Loan Party is a party thereto; provided, however, provided that such Losses indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related expenses are not attributable finally determined by a court of competent jurisdiction to (a) have resulted from the gross negligence or wilful willful misconduct of such Indemnitee in a Seller Indemnitee final nonappealable order or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesjudgment.
Appears in 1 contract
Samples: Credit Agreement (Independence Contract Drilling, Inc.)
Indemnities. Purchaser Without limiting any other rights that any Beneficiary may otherwise have hereunder or under applicable law, the Originator shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatespay, and Seller’s shall indemnify on an after-Tax basis each Beneficiary for, any and each of their respective officersall damages, directorslosses, shareholdersclaims, agentsliabilities, employeespenalties, membersTaxes, partners, contractors subcontractors, costs and suppliers, expenses (collectively, the “Seller IndemniteesIndemnified Losses”) forarising out of or otherwise relating to any Transaction Document, from and against, and on written demand shall pay the transactions contemplated thereby or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments acquisition of any kind and nature whatsoever (other than Taxes) (collectivelyportion of the Sold Interest, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date excluding only Indemnified Losses to the extent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Beneficiary seeking indemnification, (b) solely due to the credit risk of an Obligor and for which reimbursement would constitute recourse for uncollectible Receivables, (c) a breach by the Seller of any of its representations and warranties or obligations under the Transaction Documents or (d) such Indemnified Losses include Taxes on, or measured by, the overall net income of the Agent or any Purchaser computed in accordance with the Intended Tax Characterization. Without limiting the foregoing indemnification, the Originator shall indemnify each Beneficiary for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to the Seller or the Collection Agent, but otherwise subject to the limitations in clauses (a) - (d) of the preceding sentence) relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.resulting from:
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Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Borrower agrees to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Lenders, the Loan Administrator, each Counter-Guarantor and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations of parties under this Clause 8.1 will survive other Loan Documents, any Counter-Guarantee or the Delivery transactions contemplated hereby or thereby (including, without limitation, the use or intended use of the Aircraft and the Redelivery proceeds of the AFCS Loan) or the syndication of the Loan or any statement contained in the Application or otherwise made by or on behalf of the Borrower to the Board or any breach or default by the Borrower of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final, non-appealable judgment of a court of competent jurisdiction) and only to the Sparesextent such Indemnified Liabilities constitute direct (as opposed to special, indirect, consequential or punitive) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Borrower or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings).
Appears in 1 contract
Indemnities. Purchaser Lessee shall indemnifywithin five (5) Business Days of notice by Lessor indemnify in full and hold harmless, protectLessor, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employeesadvisors, members, partners, contractors subcontractors, consultants and supplierslegal counsel and Lessor’s successors and assigns, (collectively, the each an “Seller IndemniteesIndemnified Person”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims (whether or not successful, compromised or settled), actions, liabilities, demands, proceedings or judgments which may be instituted, made, threatened, alleged, asserted or established (each a “Claim”) in any jurisdiction against or otherwise involving an Indemnified Person and from all losses, costs, expensesdamages, fees charges or out-of-pocket expenses (including legal reasonable and documented fees and disbursements)expenses of outside counsel; provided that all documentation shall be subject to redaction for privilege, payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages confidentiality and judgments of any kind and nature whatsoever (other than Taxessimilar purposes) (collectively, each an “LossesExpense”), imposed on, ) which an Indemnified Person suffers or incurs from time to time (including all Expenses reasonably incurred by or asserted against in disputing any Seller Indemnitee from and after the Delivery on the Delivery Date Claim and/or in establishing a right to the extent relating be indemnified pursuant to or arising directly or indirectly out of this clause 14 and/or in seeking advice regarding any Claim or in any way connected related to or in connection with (i) the breach by Purchaser this indemnity), in any such case arising out of any representation Lessee’s or warranty hereunder or (ii) any Guarantor’s performance under any Operative Document, including, without limitation, the purchase, ownership, delivery, lease, possession, maintenance, modificationcondition, control, use, operation, sale, leasing use or other application or disposition return of the SparesMetals or the Units, the Aircraft, the AFCSoperation of Lessee’s business, any Engine Change Out, Fabrication or Refabrication or any Part or component thereof or interest therein, whether by Purchaser or any other person or partyTax Obligations; provided, however, provided that such Losses are Lessee shall not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofindemnify any Indemnified Person pursuant to this clause 14 if, but only to the extent Purchaser has complied with its obligations thereunder. If that, it is determined by final order of a claim is made against court of competent jurisdiction or a Seller Indemnitee for any Tribunal that such Losses, Claims and Expenses were the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice result of such claimIndemnified Xxxxx’x xxxxx negligence or willful misconduct. If requested by Purchaser in writingFor the sake of clarity, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or it is the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision intention of this Agreement, the obligations of parties Lessee under this Clause 8.1 will survive clause 14 to indemnify the Delivery Indemnified Persons from all Claims brought by Lessee, any successor in interest of the Aircraft Lessee or any person, whether acting on its own behalf or acting on behalf of Lessee, or asserting a Claim through Lessee against an Indemnified Party and the Redelivery of the AFCS and the Sparesall Expenses related thereto.
Appears in 1 contract
Indemnities. Purchaser The Borrowers shall indemnifyindemnify the Agent, protectthe Syndication Agent, save and keep harmless Seller the Issuing Bank and each of its respective successors, assigns, affiliatesLender, and Seller’s and each ----------- Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the “Seller Indemnitees”each such Person being called an "Indemnitee") for, from and against, and hold each Indemnitee harmless from, on written demand shall pay or reimburse each Seller Indemnitee for the payment ofan after-Tax basis, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsdamages, penalties, finesliabilities and related expenses, damages including the fees, charges and judgments disbursements of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed oncounsel for any Indemnitee, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to arising out of, in connection with, or arising directly or indirectly out as a result of or in any way connected with (i) the breach execution or delivery of the Loan Documents or any agreement or instrument contemplated thereby, the performance by Purchaser the parties hereto of their respective obligations thereunder or the consummation of the Transactions or any representation or warranty hereunder or other transactions contemplated hereby, (ii) any Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition use of the Sparesproceeds therefrom (including any refusal by the Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Aircraft, the AFCS, any Engine Borrowers or any Part of their Subsidiaries, or component thereof any Environmental Liability related in any way to the Borrowers or interest thereinany of their Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether by Purchaser based on contract, tort or any other person or partytheory and regardless of whether any Indemnitee is a party thereto; provided, howeverthat, such indemnity shall not, as to any Indemnitee, be available to the extent that such Losses are not attributable to (a) losses, claims, damages, penalties, liabilities or related expenses resulted from the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesIndemnitee.
Appears in 1 contract
Indemnities. Purchaser Parent Borrower shall indemnify, protect, save indemnify the Agent (and keep harmless Seller any sub-agent thereof) and each of its respective successors, assigns, affiliates, and Seller’s Lender and each Related Party of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, any of the foregoing Persons (collectively, the each such Person being called an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofharmless from, any and all losses, costsclaims, expensesdamages, fees liabilities and related expenses (including legal fees the fees, charges and disbursementsdisbursements of any counsel for any Indemnitee), paymentsincurred by any Indemnitee or asserted against any Indemnitee by any third party or by Parent Borrower arising out of, demandsin connection with, liabilitiesor as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Agreement and the other Loan Documents, (ii) any Term Loan or the use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or Release of Hazardous Materials on, at, under or from any property owned, leased or operated by Parent Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Parent Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by a Credit Party or any of a Credit Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, actionsdamages, proceedingsliabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by a Credit Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, penalties, fines, damages if Parent Borrower or such Credit Party has obtained a final and judgments nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. To the extent that Parent Borrower for any reason fails to indefeasibly pay any amount required under the paragraph above or Section 1.3(c) to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any kind and nature whatsoever of the foregoing, each Lender severally agrees to pay to the Agent (other than Taxesor any such sub-agent) (collectivelyor such Related Party, “Losses”)as the case may be, imposed onsuch Lender’s Pro Rata Share of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent (or any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to such sub-agent) in its capacity as such, or arising directly or indirectly out of or in against any way connected with (i) the breach by Purchaser Related Party of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, foregoing acting for the Aircraft, the AFCS, any Engine Agent (or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (asub-agent) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied in connection with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparescapacity.
Appears in 1 contract
Samples: Credit Agreement (Neff Rental Inc)
Indemnities. Purchaser shall In addition to the payment of expenses pursuant to Section 9.05 hereof, the Borrower agrees to indemnify, protectpay and hold the Agent, save and keep harmless Seller the Syndication Agent, each Issuing Bank, the Documentation Agent and each of its respective successors, assigns, affiliates, Bank and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employeesconsultants, membersauditors, partners, contractors subcontractors, Affiliates and suppliers, attorneys (collectively, called the “Seller "Indemnitees”) for"), harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than Taxesincluding the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or that Indemnitee, in any way connected with matter arising from (i) the breach by Purchaser occurrence of any representation or warranty an Event of Default hereunder or under the other Loan Documents, (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition intended use of the Sparesproceeds of any of the Loans, (iii) the Aircraftexercise of any right or remedy hereunder or under any of the other Loan Documents or (iv) any error, failure or delay in the AFCSperformance of any of the Banks' obligations under this Agreement caused by natural disaster, any Engine fire, war, strike, civil unrest, error in inoperability of communication equipment or any Part or component thereof or interest therein, whether by Purchaser lines or any other person or partycircumstances beyond the control of the Banks (the "Indemnified Liabilities"); provided, however, that such Losses are not attributable the Borrower shall have no obligation to (a) an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Documentthat Indemnitee. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.117 270134563 275248976
Appears in 1 contract
Indemnities. Purchaser shall indemnifyThe Lender agrees to indemnify and hold harmless the Borrower and its directors, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractorsadvisors and legal counsel, and suppliers, (collectively, the “Seller Indemnitees”) fortheir respective Associates and Affiliates, from and againstagainst any and all loss, liability, claim, damage and on written demand shall pay or reimburse each Seller Indemnitee for the payment ofexpense whatsoever including, but not limited to, any and all lossesfees, costscosts and expenses whatsoever reasonably incurred in investigating, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by preparing or asserted defending against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to litigation, administrative proceeding or investigation commenced or threatened or any claim whatsoever arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of based upon any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the SparesLender contained herein or in any document furnished by the Lender to the Borrower in connection herewith being untrue in any material respect or any breach or failure by the Lender to comply with any covenant, acknowledgement or agreement made by the AircraftLender herein or in any document furnished by the Lender to the Borrower in connection herewith. The Borrower agrees to indemnify and hold harmless the Lender and its directors, the AFCSofficers, employees, agents, advisors and legal counsel, and their respective Associates and Affiliates, from and against any and all loss, liability, claim, damage and expense whatsoever including, but not limited to, any Engine and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation, administrative proceeding or investigation commenced or threatened or any Part claim whatsoever arising out of or component thereof based upon any representation or interest therein, whether warranty of the Borrower contained herein or in any document furnished by Purchaser the Borrower to the Lender in connection herewith being untrue in any material respect or any other person breach or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied failure by the insurance required Borrower to be maintained under Clause 8.2 hereofcomply with any covenant, acknowledgement or agreement made by the Borrower herein or in any document furnished by the Borrower to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser Lender in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesconnection herewith.
Appears in 1 contract
Samples: Loan Agreement (Rise Gold Corp.)
Indemnities. Purchaser shall The Lessee hereby bears and assumes all risk and liability for, and the Lessee hereby agrees to indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Sellerhold harmless the Lessor from any and all claims, liens, demands, or liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the lease, operation, maintenance and use of the Bus, including death, personal injury, damage to property, claims by the Lessee’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractorsand servants; claims by the FTA with regard to compliance with the terms of Article X of this Lease, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date liability howsoever arising with respect to the extent relating to Bus and the ownership or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partythereof; provided, however, that such Losses are the Lessee shall not attributable be required to indemnify the Lessor or any other indemnitee for: (ai) any claim in respect of the Bus arising from acts or events which occur after possession of the Bus has been redelivered to the Lessor at the expiration of the Lease Term, (ii) any claim resulting from acts which would constitute the willful misconduct or gross negligence of the Lessor or wilful misconduct of a Seller Indemnitee any other indemnitee; (iii) any claim arising in connection with liens on the Bus created by the Lessor; or (biv) claims resulting solely from the breach by Seller the Lessor of its covenant of quiet enjoyment set forth in Section 4.01 hereof. If the Lessor is subjected to any expense or any Seller Indemnitee liability because of any express warranty, representation default or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warrantythe Lessee hereunder, representation or obligation hereunder or under any other Transaction Documentthen, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, upon written notice to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLessee of the nature and/or amount thereof, the relevant Seller Indemnitee Lessee shall promptly notify Purchaser upon receiving notice forthwith discharge the same, and if not so discharged, the amount of such claimexpense shall be payable as a Supplemental Lease Payment. If requested The indemnities and assumptions of liability herein provided for shall continue in full force and effect (notwithstanding the termination of this Lease, whether by Purchaser in writingexpiration of time, such Seller Indemnitee willby operation of law, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct otherwise) with respect to such claim. Notwithstanding any other provision of this Agreement, claims based upon losses occurring during the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesLease Term.
Appears in 1 contract
Samples: Lease and Purchase Option Agreement
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date Subject to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 Section 8.3 hereof, to the fullest extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Lossespermitted by law, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee Tenant will, at PurchaserTenant’s sole cost and expense, take such action as Purchaser Indemnify Landlord Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the Premises or the insurer defending such claim may reasonably direct Project to the extent caused by any willful act or negligent act or omission of any of the Tenant Parties; (ii) any material violation by Tenant of, or material failure by Tenant to comply with, Environmental Laws, Disabilities Acts or any other applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments that Tenant is obligated to comply with hereunder, regardless of whether the same are in existence on this date of the Lease or enacted, promulgated or issued after the date of this Lease; (iii) any liens or encumbrances arising out of any work performed or materials furnished by or for the account of Tenant; or (iv) commissions or other compensation or charges claimed by any real estate broker or agent other than the Broker(s) specified in the Basic Lease Provisions, with respect to such claimthis Lease when the Claim is by, through, or under Tenant, but not otherwise. Notwithstanding Subject to Section 8.3 hereof, to the fullest extent permitted by law, Landlord will, at Landlord’s sole cost and expense, Indemnify Tenant Parties against all Claims arising from (i) any Personal Injury, Bodily Injury or Property Damage whatsoever occurring in or at the Premises to the extent caused by any willful act or negligent act or omission of any of the Landlord Parties; (ii) any material violation by Landlord of, or material failure by Landlord to comply with, Environmental Laws, Disabilities Acts or any other provision applicable laws, statutes, ordinances, standards, rules, regulations, orders, or judgments that Landlord is obligated to comply with hereunder, regardless of whether the same are in existence on this date of the Lease or enacted, promulgated or issued after the date of this AgreementLease; (iii) any liens or encumbrances arising out of any work performed or materials furnished by Landlord as described in Rider I for the account of Tenant; or (iv) commissions or other compensation or charges claimed by any real estate broker or agent other than the Broker(s) specified in the Basic Lease Provisions, with respect to this Lease when the obligations of parties Claim is by, through, or under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesLandlord, but not otherwise.
Appears in 1 contract
Indemnities. Purchaser Outfront shall indemnifyindemnify and save harmless the YDS-Board, protectCity of Toronto, save and keep harmless Seller and each its Mayor, Members of its respective successorsCouncil, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, agents from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costsliens, expensescharges, fees claims, demands, suits, proceedings, recoveries and judgements (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxescosts) (collectively, “Losses”), imposed on, incurred by arising from or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date related to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence any architectural and/or branding design consultation related to RFI No. 0000-00-0000 or wilful misconduct of a Seller Indemnitee or (b) the current amended CCO agreement related to Outfront's activities or non-activities under this Agreement or c) any of Outfront's performance or non-performance of its obligations, including payment obligations to its approved subcontractors and suppliers and others, and including breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification confidentiality obligations under this Agreement. Upon assuming the defence of any action covered under this section Outfront shall keep City of Toronto reasonably informed of the status of the matter, except for those and Outfront shall make no admission of liability or fault on City of Toronto's part without City of Toronto's written permission. Outfront shall indemnify and save harmless the YDS-Board, City of Toronto, its Mayor, Members of Council, officers, employees, and agents from and against any losses, liens, charges, claims, demands, suits, proceedings, recoveries and judgements (including legal fees and costs) arising from a breach infringement, actual or alleged, by Seller the Proposal, its use or misuse, or by any of the deliverables developed or provided or supplied under or used in connection with the Services (including the provision of the Services themselves), of any express warrantyCanadian, representation American or obligation hereunder other copyright, moral right, trade-mark, patent, trade secret or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct thing with respect to such claimwhich a right in the nature of intellectual/industrial property exists. Notwithstanding any other provision of this Agreement, the obligations of parties Employment & WSIB Indemnity Nothing under this Clause 8.1 will survive Agreement shall render the Delivery YDS-Board and/or the City responsible for any employment, benefit or termination liability (including those under or in connection with the Workplace Safety and Insurance Act, 1997 or any successor legislation ("WSIA"), whether statutorily required, at common law or otherwise, resulting from Services supplied under this Agreement by persons employed or otherwise engaged by Outfront. In the event that employment related costs, or other related responsibility falls to the YDS- Board and/or the City for any reason whatsoever, Outfront agrees to indemnify the YDS- Board and/or the City for such costs. No Assignment Outfront shall not assign any part of the Aircraft project that may be awarded to it under the Agreement without the prior written consent of the YDS-Board, which consent shall not be unreasonably withheld. However, such written consent shall not under any circumstances relieve Outfront of its liabilities and obligations under this Phase 2 Submission Process and the Redelivery of the AFCS and the SparesAgreement.
Appears in 1 contract
Samples: www.toronto.ca
Indemnities. (a) Purchaser shall agrees to indemnify, protectdefend and hold harmless Seller, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, representatives and suppliers, affiliated or parent companies (collectively, the “which additional parties are hereinafter collectively referred to as "Seller Indemnitees”Agents") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimscauses of action, actionsdamages, proceedingsliens, penalties, fines, damages settlements, judgments, expenses, attorney's fees, court costs and judgments claims (hereinafter referred to collectively as "claims") arising (i) from the breach of any kind and nature whatsoever this Agreement by Purchaser, (other than Taxesii) from the Assumed Liabilities, or (collectively, “Losses”), imposed on, incurred by iii) on or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or Effective Date, in any way connected with (i) with, attributable to, or resulting from Purchaser's ownership or operation of, or activities on the Assets, including, but not limited to, claims for damage to property or injury or death to persons, claims for breach of duties and obligations arising under or by Purchaser virtue of any representation lease, contract, agreement, permit, applicable statute or warranty hereunder or (ii) rule. Purchaser's obligations to indemnify, defend and hold harmless, as set forth above, shall also specifically extend to all such claims REGARDLESS OF WHETHER ATTRIBUTABLE, IN WHOLE OR IN PART TO, CLAIMS WHICH ARE KNOWN OR UNKNOWN, CLAIMS ARISING FROM THE SOLE, JOINT, CONCURRENT NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT, ENVIRONMENTAL LIABILITY, PRODUCTS LIABILITY, OR OTHER FAULT OR RESPONSIBILITY OF SELLER, ITS SELLER AGENTS OR ANY OTHER PARTY OR PERSON, AND REGARDLESS WHETHER OR NOT SUCH CLAIMS AROSE PRIOR TO THE EFFECTIVE DATE OR RELATE TO CONDITIONS THAT EXISTED PRIOR TO THE EFFECTIVE DATE. In addition, and without limiting the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition generality of the Sparesforegoing, Purchaser shall be solely liable and responsible for the Aircraftproper plugging and abandoning of all xxxxx now located on or hereafter drilled on the Assets, the AFCSand any surface restoration or environmental clean-up associated therewith, any Engine or any Part or component thereof or interest thereinand shall indemnify, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable defend and hold harmless Seller and its agents from and against all claims relating to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparessame.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kodiak Oil & Gas Corp)
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliersthe transactions contemplated hereby are consummated, (collectivelyA) the Seller hereby agrees, the “Seller Indemnitees”) forseverally and not jointly, to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and nature whatsoever expenses of one counsel to all Indemnified Parties, exclusive of one local counsel to all Indemnified Parties in each relevant jurisdiction, unless (x) the interests of the Agent and the Purchasers are sufficiently divergent, in which case one additional counsel may be appointed or (y) the interests of any Purchaser or group of Purchasers (other than Taxesall of the Purchasers) are distinctly or disproportionately affected, in which case one additional counsel for such Purchaser or group of Purchasers may be appointed) (collectivelyall of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, “Losses”)or resulting from, imposed onin whole or in part, incurred one or more of the following: (a) this Agreement or any other Transaction Document (other than the Guaranty or the Servicer’s activities as Servicer) to which it is a party; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Purchaser in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or asserted against any Seller Indemnitee other Transaction Document (other than the Guaranty) to which it is a party; and (B) the Servicer hereby agrees, severally and not jointly, to indemnify each Indemnified Party for Indemnified Amounts arising out of or resulting from the Guaranty or the Servicer’s activities as Servicer hereunder or under the other Transaction Documents; excluding, however, in all of the foregoing instances under clauses (A) and after the Delivery on the Delivery Date (B) above, Indemnified Amounts (1) to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party as determined by the final non-appealable judgment of a Seller Indemnitee or court of competent jurisdicition or, (by) the breach by Seller or any Seller Indemnitee failure to collect amounts in respect of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts or (2) that are subject to the exclusions from reimbursement or payment therefor under Section 2.14. If a claim is made against a Seller Indemnitee Neither any Indemnified Party nor any Transaction Party shall have any liability for any such Lossesspecial, punitive, indirect or consequential damages relating to this Agreement or any other Transaction Document or arising out of its activities in connection herewith or therewith (whether before or after the Closing Date). Without limiting or being limited by the foregoing and whether or not any of the transactions contemplated hereby are consummated, the relevant applicable Seller Indemnitee Party shall promptly notify Purchaser upon receiving notice of pay within ten Business Days after demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:
Appears in 1 contract
Samples: Receivables Purchase Agreement (Fidelity National Information Services, Inc.)
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelythe transactions contemplated hereby are consummated, the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind and nature whatsoever (other than Taxesincluding, without limitation, reasonable attorneys' fees and expenses) (collectivelyall of the foregoing being collectively referred to as "Indemnified Amounts") arising out of, “Losses”)or resulting from, imposed onin whole or in part, incurred one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from either (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party, or (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor's financial inability to pay such amounts. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of pay on demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:
Appears in 1 contract
Indemnities. Purchaser shall Borrower agrees to indemnify, protectdefend, save and keep harmless Seller and each of its respective successors, assigns, affiliatespay, and Seller’s hold the Agent, Lenders, and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, and suppliers, attorneys (collectively, the “Seller Indemnitees”) for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs and expenses (including all reasonable fees and expenses of counsel to such Indemnitees) of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any of the Related Transactions including all costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, and damages and judgments of as may be suffered by any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected connection with (i) the breach by Purchaser of any representation or warranty hereunder or Collateral; (ii) the ownershipoccurrence of any Default or Event of Default; (iii) in connection with or arising out of any presence or Release of Hazardous Materials at, possessionon, maintenanceunder, modificationto or from any assets or properties owned, controlleased or operated by Borrower or any of its Subsidiaries, use, operation, sale, leasing or other application (iv) the exercise of any rights or disposition remedies under any of the SparesLoan Documents (each of claims which may be defended, compromised, settled, or pursued by the AircraftIndemnitee with counsel of its selection, but at the AFCSexpense of Borrower) other than to the extent determined by a final, any Engine or any Part or component thereof or interest therein, whether nonappealable judgment by Purchaser or any other person or party; provided, however, that such Losses are not attributable a court of competent jurisdiction to (a) have resulted from the applicable Person’s own gross negligence or wilful misconduct willful misconduct. This indemnification shall survive payment of a Seller Indemnitee the Loan and/or any termination, release, or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied discharge executed by the insurance required to be maintained under Clause 8.2 hereof, Agent or the Lenders in favor of the Borrower. If and to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee that the foregoing undertaking may be unenforceable for any such Lossesreason, Borrower agrees to make the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or maximum contribution to the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties payment and satisfaction thereof which is permissible under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesapplicable law.
Appears in 1 contract
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelythe transactions contemplated hereby are consummated, the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind and nature whatsoever (other than Taxesincluding, without limitation, reasonable attorneys’ fees and expenses) (collectivelyall of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, “Losses”)or resulting from, imposed onin whole or in part, incurred one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Purchaser in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party or, (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of pay on demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:
Appears in 1 contract
Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protect, save and keep harmless Seller each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in ARTICLE III) for, (each such Person being an "INDEMNITEE") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, the Disclosure Statement, any Related Document, the Plan of Reorganization or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft"INDEMNIFIED MATTERS"); PROVIDED, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, howeverHOWEVER, that such Losses are the Borrower shall not attributable have any obligation under this SECTION 11.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Borrower or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in CLAUSES (I), representation or obligation hereunder or under any other Transaction Document(II), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(III) and (IV) above, to the extent Purchaser has complied with incurred following (A) foreclosure by the Administrative Agent, any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Borrower or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent or such Lender.
Appears in 1 contract
Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protecteach Arranger, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any condition set forth in Article III (each such Person being an "INDEMNITEE") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees, disbursements and nature whatsoever (other than Taxesexpenses of financial and legal advisors to any such Indemnitee) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, the Disclosure Document, the Revolving Credit Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft"INDEMNIFIED MATTERS"); PROVIDED, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, howeverHOWEVER, that such Losses are the Borrower shall not attributable have any obligation under this Section 10.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all environmental liabilities and costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller Indemnitee of its Subsidiaries or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any express warranty, representation Release of Contaminants; (ii) any costs or obligation hereunder liabilities incurred in connection with any Remedial Action concerning any Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any other Transaction Document. Purchaser’s indemnification obligations under this AgreementEnvironmental Law, except for including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. 9601 ET SEQ.) and applicable state property transfer laws, except, with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, attributable to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Lender or such Issuer or any agent on behalf of the Administrative Agent, such lender or such Issuer. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Borrower, any of its directors, securityholders or creditors, an Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreementperson, or an Indemnitee is otherwise a party thereto and whether or not the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparestransactions contemplated hereby are consummated.
Appears in 1 contract
Indemnities. Purchaser shall indemnifyWithout limiting any other rights which the Indemnified Parties may have under the Transaction Documents or any related documents or under applicable law, protect, save and keep harmless Seller each of the Centralising Unit and each of its respective successorsSeller hereby agrees to indemnify the Purchaser, assignsthe Refinanced Seller, affiliatesthe Agent, the Joint Lead Arrangers, the Calculation Agent, the Depositor, the Issuers, the Liquidity Banks and Seller’s and the Fund Subscribers, each of their respective officersaffiliates and each officer, directorsdirector, shareholders, agents, employees, members, partners, contractors subcontractors, employee and suppliers, agent of any of the foregoing (collectively, the each an “Seller IndemniteesIndemnified Party”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all damages, losses, costsclaims, expensesliabilities, fees costs and expenses (including legal reasonable attorneys’ fees and disbursements) (and, in each case, any value added tax thereon) in any way arising out of the Transaction Documents or any documents related to the Securitisation Transaction (excluding, however, any of the foregoing (a) to the extent resulting from the gross negligence (faute lourde) or willful misconduct (dol) on the part of such Indemnified Party or the breach by an Indemnified Party of material obligations under any Transaction Document or any related document, as finally determined by a court of competent jurisdiction), paymentsor (b) constituting recourse for Sold Receivables which are not paid or are uncollectible on account of the insolvency, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments bankruptcy or inability to pay of any kind and nature whatsoever (other than Taxesthe applicable obligor) (collectively, “LossesIndemnified Amounts”), imposed onincluding, without limitation, any and all damages, losses, claims, liabilities, costs and expenses incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of Indemnified Party as a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.result of:
Appears in 1 contract
Samples: General Master Purchase Agreement (Goodyear Tire & Rubber Co /Oh/)
Indemnities. Purchaser shall Indemnitors hereby agree to unconditionally indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Seller’s hold the Trustee and each of their respective officersthe Holders harmless against: (1) any loss, directorsfines, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimspenalties, actions, suits, proceedings, penaltiesliability, finesdamage, damages and judgments expense or claim incurred in connection with, arising out of, resulting from or incident to the application of any kind Environmental Law with respect to the Trust Property; (2) any breach of any representation or warranty or the inaccuracy of any representation made by Indemnitors in or pursuant to this Indemnity; (3) any breach of any covenant or agreement made by Indemnitors in or pursuant to this Indemnity; (4) any liability or obligation arising out of CERCLA, any equivalent state statute or any other Environmental Law which may be incurred or asserted against the Trustee or the Holders, directly or indirectly, under Environmental Laws, with respect to the Trust Property; and nature whatsoever (5) any other than Taxes) (collectivelyloss, “Losses”)liability, imposed ondamage, expense or claim which may be incurred by or asserted against any Seller Indemnitee the Trustee or the Holders, directly or indirectly, resulting from and after the Delivery presence of Hazardous Material on the Delivery Date Trust Property, including (A) all foreseeable and unforeseeable consequential damages, (B) the costs of any required or necessary investigation, repair, cleanup, remediation or detoxification and (C) the costs of the preparation and implementation of any closure, remedial or other remedial plans. Notwithstanding anything herein to the contrary, this Indemnity shall not be construed to impose liability on Indemnitors for Hazardous Materials placed, released or disposed of on the Trust Property or any obligation or liability under Environmental Law (except to the extent relating to caused by the acts or arising directly omissions of Indemnitors or indirectly out of or in any way connected with their respective agents, employees, contractor, licensees, guests and tenants) (i) after the breach date of foreclosure, assignment (other than an assignment by Purchaser of any representation the Trustee to a successor trustee under the Indenture) or warranty hereunder or sale, (ii) after the ownershipacceptance by the Trustee of a deed in lieu of foreclosure, (iii) during any period during which a receiver appointed upon the request or petition of the Trustee is in possession of the Trust Property or the Trustee operates the Trust Property as a mortgagee in possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of (iv) to the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that extent such Losses are not attributable to (a) liability arises from the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller Trustee or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesindemnitee hereunder.
Appears in 1 contract
Samples: Riviera Holdings Corp
Indemnities. Purchaser shall indemnifyTo the fullest extent permitted by law, protectTenant will, save at Tenant’s sole cost and keep harmless Seller and each of its respective successorsexpense, assignsIndemnify Landlord Parties against all Claims arising from (z) any Personal Injury, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, Bodily Injury or Property Damage whatsoever occurring in or at the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or Premises; (ii) any Bodily Injury to an employee of a Tenant Party arising out of and in the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition course of employment of the Sparesemployee and occurring anywhere in the Project; (iii) the use or occupancy, or manner of use or occupancy, or conduct or management of the AircraftPremises or of any business therein; (iv) any act, error, omission, negligence, or willful misconduct of any of Tenant Parties in, on or about the AFCSPremises or the Project; (v) the conduct of Tenant’s business; (vi) any alterations, any Engine activities, work or any Part things done, omitted, permitted or component thereof allowed by Tenant Parties in, at or interest thereinabout the Premises or Project, whether by Purchaser including the violation of or failure to comply with, or the alleged violation of or alleged failure to comply with, Environmental Laws, Disabilities Acts or any other person applicable laws, statutes, ordinances, standards, rules, regulations, orders, or partyjudgments in existence on the date of the Lease or enacted, promulgated or issued after the date of this Lease; provided(vii) any breach or default by Tenant in the full and prompt payment of any amount due under this Lease, howeverany breach, that violation or nonperformance of any term, condition, covenant or other obligation of Tenant under Section Two Page 22 Landlord Initials: /s/ ONB Tenant Initials: /s/ JH this Lease, or any misrepresentation made by Tenant or any guarantor of Tenant’s obligations in connection with this Lease; (viii) all damages sustained by Landlord as a result of any holdover by Tenant or any Tenant party in the Premises including, but not limited to, any claims by another lessee resulting from a delay by Landlord in delivering possession of the Premises to such Losses are not attributable to lessee; (aix) the gross negligence any liens or wilful misconduct encumbrances arising out of a Seller Indemnitee any work performed or materials furnished by or for Tenant; or (bx) commissions or other compensation or charges claimed by any real estate broker or agent [other than the breach by Seller or any Seller Indemnitee of any express warrantyBroker(s) specified in the Basic Lease Provisions], representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this AgreementLease by, the obligations of parties through, or under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesTenant.
Appears in 1 contract
Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees expenses and disbursements (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (ax) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (by) the a material breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non-appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any Seller Indemnitee similar role under the Revolving Facility or the FILO Facility and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, representation the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or obligation any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this AgreementSection 12.4 shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, except for those arising from a breach by Seller the Collateral Agent, the Swing Loan Lender or any Issuer, the replacement of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLender, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery termination of the Aircraft Aggregate Commitments and the Redelivery repayment, satisfaction or discharge of all the AFCS and the Sparesother Obligations. This Section 12.4 shall not apply to Taxes, which shall be governed by Section 3.1. This Section 12.4 also shall not apply to Other Taxes or to Taxes covered by Section 3.4.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Indemnities. Purchaser shall (a) The Borrower agrees to indemnify, protecthold harmless and defend the Administrative Agent, save and keep harmless Seller each Lender, and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, other Indemnitee from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and against all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), Indemnified Liabilities that may be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any matter relating to or arising directly out of, in connection with or indirectly out as a result of or in any way connected with (i) any Loan Document, any Obligation (or the breach by Purchaser repayment thereof), the use or intended use of the proceeds of any representation or warranty hereunder Loan or (ii) the ownershipany investigation, possession, maintenance, modification, control, use, operation, sale, leasing litigation or other application proceeding, whether or disposition of the Spares, the Aircraft, the AFCS, not any Engine such Indemnitee or any Part of its Related Persons is a party thereto, and whether or component thereof not based on any securities or interest therein, whether by Purchaser commercial law or regulation or any other person Requirement of Law or partytheory thereof, including common law, equity, contract, tort or otherwise, relating to any item referred to in clause (i) above (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 10.4 to any Indemnitee with respect to any Indemnified Matter to the extent such Losses are not attributable to liability has resulted from (ai) the gross negligence or wilful willful misconduct of such Indemnitee as determined by a Seller court of competent jurisdiction in a final non appealable judgment or order, (ii) a material breach of the terms of this Agreement by such Indemnitee as determined in a final non- appealable judgment or order, or (biii) the breach by Seller any proceeding between or any Seller Indemnitee of any express warranty, representation among Indemnitees that does not involve an act or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied omission by the insurance required to be maintained under Clause 8.2 hereof, Borrower; provided that neither of the exceptions in sub-clause (ii) or (iii) shall apply to the extent Purchaser has complied with Administrative Agent (and its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesRelated Persons), the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser acting in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.its capacity
Appears in 1 contract
Samples: Credit Agreement (Altus Power, Inc.)
Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protectthe Arranger, save and keep harmless Seller and each of its respective successorsCollateral Agent, assigns, affiliates, and Seller’s each Lender and each of their respective affiliates and each of the respective partners, officers, directors, shareholdersemployees, agents, employeesadvisors, membersattorneys and representatives of each (each, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”an "INDEMNIFIED PARTY") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, losses, costsliabilities and expenses (including, expenseswithout limitation, fees (including legal reasonable fees and disbursementsdisbursements of counsel), paymentsjoint or several, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, that may be incurred by or asserted or awarded against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent Indemnified Party (including, without limitation, in connection with or relating to any investigation, litigation or proceeding or the preparation of any defense in connection therewith), in each case arising directly or indirectly out of or in connection with or by reason of any way connected Loan Document, any Obligation, the NBC Affiliation Agreements, or any of the transactions contemplated thereby, or any actual or proposed use of the proceeds of the Loans, except to the extent such claim, damage, loss, liability or expense is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this paragraph applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by a Borrower, any of its directors, securityholders or creditors, an Indemnified Party or any other person, or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated. The Borrower further agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Loan Party or any of their respective securityholders or creditors for or in connection with the transactions contemplated hereby, except for direct damages (as opposed to special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, business or anticipated savings)) determined in a final non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party's gross negligence or willful misconduct. Without limiting the foregoing, Indemnified Matters include (i) all Environmental Liabilities and Costs arising from or connected with the breach by Purchaser past, present or future operations of the Borrower or any representation of its Subsidiaries involving any property subject to a Collateral Document, or warranty hereunder damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the ownershipBorrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, maintenancethe successor in interest to the Borrower or any of its Subsidiaries, modificationor the owner, control, use, operation, sale, leasing lessee or other application or disposition operator of any property of the Spares, the Aircraft, the AFCS, any Engine Borrower or any Part or component thereof or interest thereinof its Subsidiaries by virtue of foreclosure, whether by Purchaser or any other person or party; providedexcept, howeverwith respect to those matters referred to in CLAUSES (I), that such Losses are not attributable to (aII), (III) the gross negligence or wilful misconduct of a Seller Indemnitee or and (bIV) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofabove, to the extent Purchaser has complied with incurred following (A) foreclosure by the applicable Collateral Agent or any Lender, or the applicable Collateral Agent or any Lender having become the successor in interest to the Borrower or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingapplicable Collateral Agent, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser Lender or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent or such Lender.
Appears in 1 contract
Indemnities. Purchaser (1) The Borrower shall indemnify, protect, indemnify and save and keep harmless Seller the Agent and each of its respective successors, assigns, affiliates, Lender and Seller’s and each of their respective officers, partners, directors, shareholders, agents, employees, members, partners, contractors subcontractors, Affiliates and suppliers, agents (collectively, collectively the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), paymentsclaims, demands, liabilities, claimsdamages, actionslosses, proceedingscosts, penaltiescharges and expenses, finesincluding any loss or expense arising from interest or fees payable by the Agent or a Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, which may be incurred by or asserted against any Seller an Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out as a consequence of or in any way connected with (i) default by the breach by Purchaser Borrower in the payment when due of any representation or warranty amount hereunder or the occurrence of any other Default or Event of Default, (ii) default by the ownershipBorrower in obtaining a Borrowing after the Borrower has given notice hereunder that it desires to obtain such Borrowing, possession(iii) default by the Borrower in making any optional repayment of outstanding Accommodation after the Borrower has given notice hereunder that it desires to make such repayment, maintenance, modification, control, use, operation, sale, leasing (iv) the repayment by the Borrower of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Period or other application or disposition the repayment of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person Accommodation otherwise than on the specified maturity date thereof (including without limitation any such payment pursuant to Section 4.01 or upon acceleration pursuant to Section 10.02), (v)the entering into by the Agent or a Lender of this Agreement and the other Credit Documents to which the Agent or a Lender is a party; provided, howeverand, that such Losses otherwise than are not determined by a court of competent jurisdiction to be attributable primarily to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or the applicable Indemnitee, the performance by any of the Agent and the Lenders of its obligations hereunder and thereunder, and (bvi) the breach application by Seller the Borrower of any Accommodation or any Seller Indemnitee proceeds thereof. A certificate of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required Agent as to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser loss or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery expense and containing reasonable details of the Aircraft and the Redelivery of the AFCS and the Sparescalculation thereof shall be prima facie evidence thereof.
Appears in 1 contract
Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protectthe FILO Agent, save each Lender, each Issuer and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, controlling persons and suppliers, other representatives and the successors and permitted assigns of each of the foregoing (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilitiesdamages, claims, actionsand reasonable, proceedings, penalties, fines, damages documented and judgments invoiced out-of-pocket fees and expenses (including Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of Attorney Costs, to the reasonable, documented and invoiced out-of-pocket fees, disbursements and other charges of a single firm of counsel to all Indemnitees taken as a whole and, if necessary, a single firm of local counsel for all Indemnitees taken as a whole in each appropriate jurisdiction (which may include a single firm of special counsel acting in multiple jurisdictions), and solely in the case of an actual or perceived conflict of interest, where the Indemnitee affected by such conflict informs the Borrower and thereafter retains its own counsel, one additional firm of counsel for each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities, in each case arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, losses, damages, claims, costs, expenses or disbursements resulted from (aA) (x) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation Related Indemnified Person or obligation hereunder or (y) a breach of any obligations under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach Loan Document by Seller such Indemnitee or of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.Related Indemnified Person,
Appears in 1 contract
Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless the Administrative Agent, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in ARTICLE III) for, (each such Person being an "INDEMNITEE") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft"INDEMNIFIED MATTERS"); PROVIDED, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, howeverHOWEVER, that such Losses are the Borrower shall not attributable have any obligation under this SECTION 11.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Borrower or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in CLAUSES (I), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(III) and (IV) above, to the extent Purchaser has complied with incurred following (A) foreclosure by the Administrative Agent, any Lender, or the Administrative Agent, any Lender having become the successor in interest to the Borrower or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser Lender or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent or such Lender.
Appears in 1 contract
Indemnities. Purchaser The Borrower shall indemnifyindemnify and hold harmless the Agents, protecteach Lender, save each Issuer, the Arrangers and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officersAffiliates, directors, shareholdersofficers, employees, agents, employees, members, partners, contractors subcontractors, trustees or advisors and suppliers, other representatives (collectively, collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses, fees expenses and disbursements (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments Attorney Costs) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), which may at any time be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any way relating to or arising directly or indirectly out of or in any way connected connection with (but limited, in the case of legal fees and expenses, to the reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to all Indemnitees taken as a whole and, if reasonably necessary, a single local counsel for all Indemnitees taken as a whole in each relevant jurisdiction that is material to the interest of the Lenders, and solely in the case of a conflict of interest, one additional counsel in each relevant jurisdiction to each group of affected Indemnitees similarly situated taken as a whole) (i) the breach by Purchaser execution, delivery, enforcement, performance or administration of any representation Loan Document or warranty hereunder any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any Revolving Credit Commitment, Loan or Letter of Credit or the ownership, possession, maintenance, modification, control, use, operation, sale, leasing use or other application or disposition proposed use of the Sparesproceeds therefrom (including any refusal by an Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), or (iii) any actual or alleged presence or release of Hazardous Materials on or from any property currently or formerly owned or operated by the Aircraft, the AFCSBorrower, any Engine or any Part or component thereof or interest therein, whether by Purchaser Subsidiary or any other person Loan Party, or partyany Environmental Liabilities arising out of the activities or operations of the Borrower, any Subsidiary or any other Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”); provided, however, provided that such Losses are not attributable indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements resulted from (ax) the gross negligence negligence, bad faith or wilful willful misconduct of a Seller such Indemnitee or of any affiliate, director, officer, employee or agent of such Indemnitee, (by) the a material breach of any obligations under any Loan Document by Seller such Indemnitee or of any Related Indemnified Person, in each case as determined by a final, non- appealable judgment of a court of competent jurisdiction or (z) any dispute solely among Indemnitees other than any claims against an Indemnitee in its capacity or in fulfilling its role as an administrative agent or arranger or any Seller Indemnitee similar role under the Facility and other than any claims arising out of any express warrantyact or omission of the Borrower or any of its Affiliates. To the extent that the undertakings to indemnify and hold harmless set forth in this Section 12.4 may be unenforceable in whole or in part because they are violative of any applicable law or public policy, representation the Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or obligation any of them. No Indemnitee shall be liable for any damages arising from the use by others of any information or other materials obtained through IntraLinks or other similar information transmission systems in connection with this Agreement, nor shall any Indemnitee or any Loan Party have any liability for any special, punitive, indirect or consequential damages relating to this Agreement or any other Loan Document or arising out of its activities in connection herewith or therewith (whether before or after the Effective Date) (other than, in the case of any Loan Party, in respect of any such damages incurred or paid by an Indemnitee to a third party). In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 12.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, stockholders or creditors or an Indemnitee or any other Person, whether or not any Indemnitee is otherwise a party thereto and whether or not any of the transactions contemplated hereunder or under any of the other Transaction DocumentLoan Documents is consummated. Purchaser’s indemnification obligations All amounts due under this AgreementSection 12.4 shall be paid within twenty (20) Business Days after written demand therefor. The agreements in this Section 12.4 shall survive the resignation of the Administrative Agent, except for those arising from a breach by Seller the Collateral Agent, the Swing Loan Lender or any Issuer, the replacement of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLender, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery termination of the Aircraft Aggregate Commitments and the Redelivery repayment, satisfaction or discharge of all the AFCS and the Sparesother Obligations. This Section 12.4 shall not apply to Taxes, which shall be governed by Section 3.1. This Section 12.4 also shall not apply to Other Taxes or to Taxes covered by Section 3.4.
Appears in 1 contract
Samples: Intercreditor Agreement (JOANN Inc.)
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliersthe transactions contemplated hereby are consummated, (collectivelyA) the Seller hereby agrees, the “Seller Indemnitees”) forseverally and not jointly, to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind whatsoever (including, without limitation, reasonable attorneys fees and nature whatsoever expenses) (all of the foregoing being collectively referred to as Indemnified Amounts) arising out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document (other than Taxesthe Undertaking or the Servicers activities as Servicer) to which it is a party; (collectivelyb) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Purchaser in any Receivable, “Losses”)any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document (other than the Undertaking) to which it is a party; and (B) the Servicer hereby agrees, imposed onseverally and not jointly, incurred by to indemnify each Indemnified Party for Indemnified Amounts arising out of or asserted against any Seller Indemnitee resulting from the Undertaking or the Servicers activities as Servicer or Buyers Servicer hereunder or under the other Transaction Documents; excluding, however, in all of the foregoing instances under clauses (A) and after the Delivery on the Delivery Date (B) above, Indemnified Amounts (1) to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party or, (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligors financial inability to pay such amounts or (2) that are subject to the exclusions from reimbursement or payment therefor under Section 2.14. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant applicable Seller Indemnitee Party shall promptly notify Purchaser upon receiving notice of pay within five Business Days after demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:
Appears in 1 contract
Samples: Receivables Purchase Agreement (Lyondell Chemical Co)
Indemnities. Purchaser shall (a) The Fund agrees to indemnify, protectdefend and hold Distributor, save its officers and keep directors and any person who controls Distributor within the meaning of Section 15 of the Securities Act of 1933, free and harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), paymentsclaims, demands, liabilities, liabilities and expenses (including the cost of investigating or defending such claims, actionsdemands or liabilities and any counsel fees incurred in connection therewith) which Distributor, proceedingsits officers and directors or any such controlling person may incur under the Securities Act of 1933, penaltiesor under the common law or otherwise, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or based upon any alleged untrue statement of a material fact contained in the Fund's Registration Statement or Prospectus or arising out of or based upon any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component alleged omission to state a material fact required to be stated in either thereof or interest therein, whether by Purchaser or any other person or partynecessary to make the statements in either thereof not misleading; providedproviding, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofindemnity, to the extent Purchaser has complied with that it might require indemnity of any person who is an officer or director or controlling person of Distributor and who is also a director or officer of the Fund, shall not inure to the benefit of such officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Securities Act of 1933; and further provided, that in no event shall anything herein contained be so construed as to protect Distributor (or its officers and directors or any controlling persons) against any liability to the Fund or its security holders to which Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties or by reason of its reckless disregard of its obligations thereunderand duties under this Agreement. If a claim is made against a Seller Indemnitee for The Fund's agreement to indemnify Distributor, its officers and directors and any such Lossescontrolling person as aforesaid is expressly conditioned upon its being notified of any action brought against Distributor, its officers and directors or any such controlling person, such notification to be given by letter or telegram addressed to the Fund at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other legal process shall have been served. The failure to so notify the Fund of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity contained in this paragraph. The Fund will be entitled, at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by Distributor. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by the Distributor, the relevant Seller Indemnitee defendant or defendants in such suit shall promptly notify Purchaser upon receiving notice bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such claim. If requested suit, or in case Distributor does not approve of counsel chosen by Purchaser in writingthe Fund, such Seller Indemnitee willthe Fund will reimburse Distributor, at Purchaser’s expenseits officers and directors, take such action as Purchaser or the insurer defending controlling person named as defendant or defendants in such claim may reasonably direct with respect suit, for the reasonable fees and expenses of any counsel retained by Distributor or them. This indemnity will inure exclusively to such claimDistributor's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the benefit of any controlling person and its successors. Notwithstanding any other provision of this Agreement, The Fund agrees to notify the obligations of parties under this Clause 8.1 will survive the Delivery Distributor promptly of the Aircraft commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and the Redelivery sale of the AFCS and the Sparesany of its Shares.
Appears in 1 contract
Indemnities. Purchaser shall (a) The Fund agrees to indemnify, protectdefend and hold Underwriter, save its officers and keep directors and any person who controls Underwriter within the meaning of Section 15 of the Securities Act of 1933, free and harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), paymentsclaims, demands, liabilities, liabilities and expenses (including the cost of investigating or defending such claims, actionsdemands or liabilities and any counsel fees incurred in connection therewith) which Underwriter, proceedingsits officers and directors or any such controlling person may incur under the Securities Act of 1933, penaltiesor under the common law or otherwise, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or based upon any alleged untrue statement of a material fact contained in the Fund's Registration Statement or Prospectus or arising out of or based upon any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component alleged omission to state a material fact required to be stated in either thereof or interest therein, whether by Purchaser or any other person or partynecessary to make the statements in either thereof not misleading; providedproviding, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofindemnity, to the extent Purchaser has complied with that it might require indemnity of any person who is an officer or director or controlling person of Underwriter and who is also a director or officer of the Fund, shall not inure to the benefit of such officer or director or controlling person unless a court of competent jurisdiction shall determine, or it shall have been determined by controlling precedent, that such result would not be against public policy as expressed in the Securities Act of 1933; and further provided, that in no event shall anything herein contained be so construed as to protect Underwriter (or its officers and directors or any controlling persons) against any liability to the Fund or its security holders to which Underwriter would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence, in the performance of its duties or by reason of its reckless disregard of its obligations thereunderand duties under this Agreement. If a claim is made against a Seller Indemnitee for The Fund's agreement to indemnify Underwriter, its officers and directors and any such Lossescontrolling person as aforesaid is expressly conditioned upon its being notified of any action brought against Underwriter, its officers and directors or any such controlling person, such notification to be given by letter or telegram addressed to the Fund at its principal office in Omaha, Nebraska, and sent to it by the person against whom such action is brought, within ten (10) days after the summons or other legal process shall have been served. The failure to so notify the Fund of any such action shall not relieve it from any liability which it may have to the person against whom such action is brought by reason of any such alleged untrue statement or omission otherwise than on account of the indemnity contained in this paragraph. The Fund will be entitled, at its election, to assume the defense of any suit brought to enforce any such claim, demand or liability, but, in such case, such defense shall be conducted by counsel of good standing chosen by the Fund and approved by Underwriter. In the event the Fund does elect to assume the defense of any such suit and retain counsel of good standing approved by the Underwriter, the relevant Seller Indemnitee defendant or defendants in such suit shall promptly notify Purchaser upon receiving notice bear the fees and expenses of any additional counsel retained by any of them; but in case the Fund does not elect to assume the defense of any such claim. If requested suit, or in case Underwriter does not approve of counsel chosen by Purchaser in writingthe Fund, such Seller Indemnitee willthe Fund will reimburse Underwriter, at Purchaser’s expenseits officers and directors, take such action as Purchaser or the insurer defending controlling person named as defendant or defendants in such claim may reasonably direct with respect suit, for the reasonable fees and expenses of any counsel retained by Underwriter or them. This indemnity will inure exclusively to such claimUnderwriter's benefit, to the benefit of its successors, to the benefit of its officers and directors and their respective estates, and to the benefit of any controlling person and its successors. Notwithstanding any other provision of this Agreement, The Fund agrees to notify the obligations of parties under this Clause 8.1 will survive the Delivery Underwriter promptly of the Aircraft commencement of any litigation or proceedings against it or any of its officers or directors in connection with the issue and the Redelivery sale of the AFCS and the Sparesany of its Shares.
Appears in 1 contract
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectivelythe transactions contemplated hereby are consummated, the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind and nature whatsoever (other than Taxesincluding, without limitation, reasonable attorneys' fees and expenses) (collectivelyall of the foregoing being collectively referred to as "Indemnified Amounts") arising out of, “Losses”)or resulting from, imposed onin whole or in part, incurred one or more of the following: (a) this Agreement or any other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; (b) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Owner in any Receivable, any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date other Transaction Document or any other agreement or document delivered or to be delivered in connection with this Agreement; excluding, however, Indemnified Amounts to the extent relating to or arising resulting solely and directly or indirectly out of or in any way connected with from either (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party, or (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor's financial inability to pay such amounts. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of pay on demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:
Appears in 1 contract
Samples: Receivables Purchase Agreement (Crown Cork & Seal Co Inc)
Indemnities. Purchaser shall (a) The Borrower agrees to indemnify, protect, save hold harmless and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend the Lender, and Seller’s and its Related Persons (each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and against all losses, costs, expensesLiabilities (including brokerage commissions, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxescompensation) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any matter relating to or arising directly out of, in connection with or indirectly out as a result of or in any way connected with (i) any Loan Document, any Disclosure Document or any Obligation (or the breach by Purchaser repayment thereof), the use or intended use of the proceeds of any representation or warranty hereunder or Loan, (ii) the ownershipany actual or prospective investigation, possession, maintenance, modification, control, use, operation, sale, leasing litigation or other application or disposition proceeding relating to any of the Sparesmatters described in clause (i) of this Section 8.4, the Aircraft, the AFCSwhether or not brought by any such Indemnitee or any of its Related Persons, any Engine holders of Securities or creditors (and including reasonable attorneys’ fees in any Part or component thereof or interest thereincase), whether by Purchaser or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other person Requirement of Law or partytheory thereof, including common law, equity, contract, tort or otherwise, or (iii) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that the Borrower shall not have any liability under this Section 8.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter (to the extent such Losses are not attributable Indemnitee would otherwise be liable) other than, to (a) the extent such liability has resulted solely from the gross negligence or wilful willful misconduct of such Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Documentorder. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesFurthermore, the relevant Seller Borrower waives and agrees not to assert against any Indemnitee shall promptly notify Purchaser upon receiving notice any right of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct contribution with respect to such claim. Notwithstanding any other provision of this AgreementLiabilities that may be imposed on, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesincurred by or asserted against any Related Person.
Appears in 1 contract
Indemnities. Purchaser shall indemnify(a) The Borrowers agree to indemnify and hold harmless the Administrative Agent, protectthe Syndication Agent, save and keep harmless Seller the Documentation Agent, each Lender and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the “Seller Indemnitees”satisfaction or attempted satisfaction of any of the conditions set forth in Article III) for, (each such Person being an "Indemnitee") from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees and nature whatsoever (other than Taxesdisbursements of counsel to any such Indemnitee) (collectively, “Losses”), which may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement (including any Existing Loan Document or any Agreement amended by any Existing Loan Document), any other Loan Document, any Obligation, any Letter of Credit, any Related Document, or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party"Indemnified Matters"); provided, however, that such Losses are the Borrowers shall not attributable have any obligation under this Section 9.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence negligence, willful misconduct or wilful misconduct breach of its obligations under any Loan Document of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Company or any Seller of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate; (ii) any costs or liabilities incurred in connection with any Remedial Action concerning the Company or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien; (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including CERCLA and applicable state property transfer laws, whether, with respect to any of such matters, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Company or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Company or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with incurred following (A) foreclosure by the Administrative Agent any Lender or any Issuer, or the Administrative Agent, any Lender or any Issuer having become the successor in interest to the Company or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesSubsidiaries, and (B) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee will, at Purchaser’s expense, take Lender or such action as Purchaser Issuer or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent, or such Lender.
Appears in 1 contract
Indemnities. Purchaser shall Indemnitor hereby agrees to unconditionally indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Seller’s hold the Trustee and each of their respective officersthe Holders harmless against: (1) any loss, directorsfines, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimspenalties, actions, suits, proceedings, penaltiesliability, finesdamage, damages and judgments expense or claim incurred in connection with, arising out of, resulting from or incident to the application of any kind Environmental Law with respect to the Trust Property; (2) any breach of any representation or warranty or the inaccuracy of any representation made by Indemnitor in or pursuant to this Indemnity; (3) any breach of any covenant or agreement made by Indemnitor in or pursuant to this Indemnity; (4) any liability or obligation arising out of CERCLA, any equivalent state statute or any other Environmental Law which may be incurred or asserted against the Trustee or the Holders, directly or indirectly, under Environmental Laws, with respect to the Trust Property; and nature whatsoever (5) any other than Taxes) (collectivelyloss, “Losses”)liability, imposed ondamage, expense or claim which may be incurred by or asserted against any Seller Indemnitee the Trustee or the Holders, directly or indirectly, resulting from and after the Delivery presence of Hazardous Material on the Delivery Date Trust Property, including (A) all foreseeable and unforeseeable consequential damages, (B) the costs of any required or necessary investigation, repair, cleanup, remediation or detoxification and (C) the costs of the preparation and implementation of any closure, remedial or other remedial plans. Notwithstanding anything herein to the contrary, this Indemnity shall not be construed to impose liability on Indemnitor for Hazardous Materials placed, released or disposed of on the Trust Property or any obligation or liability under Environmental Law (except to the extent relating to caused by the acts or arising directly omissions of Indemnitor or indirectly out of or in any way connected with its agents, employees, contractors, licensees, guests and tenants) (i) after the breach date of foreclosure, assignment (other than an assignment by Purchaser of any representation the Trustee to a successor trustee under the Indenture) or warranty hereunder or sale, (ii) after the ownershipacceptance by the Trustee of a deed in lieu of foreclosure, (iii) during any period during which a receiver appointed upon the request or petition of the Trustee is in possession of the Trust Property or the Trustee operates the Trust Property as a mortgagee in possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of (iv) to the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that extent such Losses are not attributable to (a) liability arises from the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller Trustee or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesindemnitee hereunder.
Appears in 1 contract
Samples: Riviera Holdings Corp
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall be consummated, the Obligors agree to defend, indemnify, protectpay and hold harmless the Board, save the Agent, the Collateral Agent, the Counter-Guarantors, the Lenders, the Loan Administrator and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective Affiliates, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, advisors (collectively, collectively called the “Seller "Indemnitees”") for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses, fees (including legal fees expenses and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments disbursements of any kind and or nature whatsoever (other than including without limitation the reasonable fees and disbursements of counsel for such Indemnitees, but excluding Taxes) (collectively, “Losses”), whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes and rules or regulations), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by by, or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or such Indemnitee, in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those manner arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision out of this Agreement, the obligations other Loan Documents, any Counter-Guarantee or the transactions contemplated hereby or thereby (including, without limitation, the use or intended use of parties the proceeds of the Loan) or any breach or default by the Obligors of any provision of the Loan Documents (collectively called the "Indemnified Liabilities"); provided that the Obligors shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise (i) from the gross negligence or willful misconduct of that Indemnitee (as actually and finally determined by a final and non-appealable judgment of a court of competent jurisdiction) and only to the extent that such Indemnified Liabilities constitute direct (as opposed to special, indirect, punitive or consequential) damages or (ii) constitute ordinary and usual operating or overhead expenses of an Indemnitee (excluding, without limitation, costs and expenses of any outside counsel, consultant or agent). To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, each of the Obligors shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any of them. No Indemnitee shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any Obligor or any of its security holders or creditors for or in connection with the transactions contemplated hereby, except to the extent such liability is determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted primarily from such Indemnitee's gross negligence or willful misconduct. In no event, however, shall any Indemnitee be liable on any theory of liability for any special, indirect, consequential or punitive damages (including, without limitation, any loss of profits, 97 business or anticipated savings). Without limitation of the generality of the foregoing, each Indemnitee (i) may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable to any Obligor or any of its security holders or creditors for any action taken or omitted to be taken in good faith by it in accordance with the advice of such experts and (ii) shall incur no liability under or in respect to this Clause 8.1 will Agreement, the Notes or any other Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, facsimile transmission, cable or telex) believed by it to be genuine and signed or sent by the proper party or parties. The agreements in this Section 9.4 shall survive the Delivery termination of the Aircraft other provisions of this Agreement and the Redelivery other Loan Documents and, in the case of the AFCS and Collateral Agent, shall survive the Sparesresignation or removal of the Collateral Agent hereunder.
Appears in 1 contract
Indemnities. Purchaser Lessee shall indemnifyupon notice by Lessor indemnify in full and hold harmless, protectLessor, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholdersemployees, agents, employeesadvisors, members, partners, contractors subcontractors, consultants and supplierslegal counsel and Lessor’s successors and assigns, (collectively, the each an “Seller IndemniteesIndemnified Person”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims (whether or not successful, compromised or settled), actions, liabilities, demands, proceedings or judgments which may be instituted, made, threatened, alleged, asserted or established (each a “Claim”) in any jurisdiction against or otherwise involving an Indemnified Person and from all losses, costs, expensesdamages, fees charges or out-of-pocket expenses (including legal reasonable and documented fees and disbursements)expenses of outside counsel; provided that all documentation shall be subject to redaction for privilege, payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages confidentiality and judgments of any kind and nature whatsoever (other than Taxessimilar purposes) (collectively, each an “LossesExpense”), imposed on, ) which an Indemnified Person suffers or incurs from time to time (including all Expenses reasonably incurred by or asserted against in disputing any Seller Indemnitee from and after the Delivery on the Delivery Date Claim and/or in establishing a right to the extent relating be indemnified pursuant to or arising directly or indirectly out of this clause 12 and/or in seeking advice regarding any Claim or in any way connected related to or in connection with (i) this indemnity), in any such case arising out of Lessee’s performance herewith or under any Operative Document, including, without limitation, the breach by Purchaser of any representation or warranty hereunder or (ii) the purchase, ownership, delivery, lease, possession, maintenance, modificationcondition, control, use, operation, sale, leasing operation or other application use or disposition return of the SparesEquipment, the Aircraftoperation of Lessee’s business, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partyTax Obligations; provided, however, provided that such Losses are Lessee shall not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofindemnify any Indemnified Person pursuant to this clause 14 if, but only to the extent Purchaser has complied with its obligations thereunder. If that, it is determined by final order of a claim is made against a Seller Indemnitee for any court of competent jurisdiction that such Losses, Claims and Expenses were the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice result of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at PurchaserIndemnified Person’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision breach of this Agreement, gross negligence or willful misconduct. For the obligations sake of parties clarity and except as otherwise expressly stated herein, it is the intention of Lessee under this Clause 8.1 clause 12 to indemnify the Indemnified Persons from all Claims brought by Lessee, any successor in interest of Lessee or any Person, whether acting on its own behalf or acting on behalf of Lessee, or asserting a Claim through Lessee against an Indemnified Person and all Expenses related thereto. Unless otherwise agreed, Lessee will survive be the Delivery party directly responsible for calculating, filing and/or otherwise reporting, and paying any and all Tax Obligations indemnified under this clause 12 (but only to the extent such indemnified Tax Obligations are or should with reasonable care be known to Lessee or with respect to which Lessor has notified Lessee in writing) in a timely manner that is compliant with all applicable tax laws and rules including but not limited to any and all tax or tax related returns, reports, self assessments, renditions or other documents required or associated with any taxes that may be due pursuant to this Agreement and any Lease, any transactions and/or any payments associated with or contemplated hereby. For the avoidance of doubt, nothing in this paragraph shall affect Lessee’s obligation to indemnify Lessor pursuant to the first paragraph of this clause 12. Lessee shall provide any exemption certificate or other documentation necessary to demonstrate that no tax is due or that said tax has been paid to the Lessor’s notice address set forth in clause 19 within fifteen (15) days of receiving a request from Lessor for same. Lessor is a “United States person” (as defined in Section 7701(2)(30) of the Aircraft Internal Revenue Code) and the Redelivery it shall deliver to Lessee two original copies of Internal Revenue Service Form W-9 properly completed and duly executed by such Lessor, certifying that such Lessor is not subject to U.S. back-up withholding pursuant to Section 3406 of the AFCS Internal Revenue Code and the Sparesproviding such other information as is required by such Form W-9.
Appears in 1 contract
Samples: Lease Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)
Indemnities. Purchaser shall indemnifyTo the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, save defend and keep harmless Seller hold the Indemnitees harmless, against any and each all actions, claims, demands, liability, costs and expenses, including attorneys’ fees and expenses for the defense thereof, arising from Tenant’s occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant’s business on the Premises, or from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any willful act or gross negligence of Tenant, its respective successorsagents, assignscontractors, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agentsservants, employees, memberscustomers or invitees, partnersin or about the Premises or the Property or any part of either. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, contractors subcontractorsupon notice from Landlord, and suppliersTenant covenants to defend such action or proceeding by counsel chosen by Landlord, (collectivelyin Landlord’s sole discretion, Landlord reserves the “Seller Indemnitees”) forright to settle, from and against, and on written demand shall pay compromise or reimburse each Seller Indemnitee for the payment of, dispose of any and all lossesactions, costsclaims and demands related to the foregoing indemnity. The foregoing indemnity shall not operate to relieve Indemnitees of liability to the extent such liability is caused by the willful and wrongful act of Indemnitees. Further, expensesthe foregoing indemnity is subject to and shall not diminish any waivers in effect in accordance with Section 16.4 by Landlord or its insurers to the extent of amounts, fees (including legal fees if any, paid to Landlord under its “All-Risks” property insurance. This Article 17 shall survive the expiration or earlier termination of this Lease. To the extent permitted by Law, except to the extent, resulting from the gross negligence of Tenant, Landlord hereby indemnifies, and disbursements)agrees to protect, paymentsdefend and hold the Tenant Indemnitees harmless, against any and all actions, claims, demands, liabilitiesliability, claimscosts and expenses, including attorneys’ fees and expenses for the defense thereof, arising from the undertaking by Landlord of any Landlord Work or repairs to the Premises or the Building, or from any material breach or default on the part of Landlord in the performance of any covenant or agreement on the part of Landlord to be performed pursuant to the terms of this Lease, or from any willful act or gross negligence of Landlord, its agents, contractors, servants, employees, customers or invitees, in or about the Premises or the Property or any part of either. In case of any action or proceeding brought against the Tenant Indemnitees by reason of any such claim, upon notice from Tenant, Landlord covenants to defend such action or proceeding by counsel acceptable to Tenant. Tenant reserves the right to settle, compromise or dispose of any and all actions, proceedings, penalties, fines, damages claims and judgments of demands related to the foregoing indemnity. The foregoing indemnity is subject to and shall not diminish any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred waivers in effect in accordance with Section 16.4 by Tenant or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date its insurers to the extent relating of amounts, if any, paid to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or Tenant under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares“All-Risks” property insurance.
Appears in 1 contract
Indemnities. Purchaser shall indemnifyLicensor will defend, protectindemnify and hold harmless PEC, save and keep harmless Seller and each any parent, affiliate, distributor, customers, licensee or assignee of its respective successors, assigns, affiliatesPEC, and Seller’s its and each of their respective owners, shareholders, members, managers, officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, employees and suppliers, (collectively, the “Seller Indemnitees”) for, agents from and againstagainst all third-party claims, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedingsjudgments, penalties, fines, damages costs and judgments expenses of any kind (including without limitation outside attorneys' fees and nature whatsoever (other than Taxescosts) (collectively, “LossesClaims”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or ) arising directly or indirectly out of or in any way connected connection with (ia) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition exploitation of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser Rights Granted or any other person or party; providedrights hereunder, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the contents of any Video, (c) any other material of any kind supplied by Licensor hereunder, (d) any illegal act committed by Licensor in connection with any Video, or (e) any breach by Seller Licensor of any representation, warranty or agreement set forth in this Agreement. In addition, if requested by PEC, Licensor shall provide indemnification letters to customers of PEC, in form and substance satisfactory to PEC and covering Claims arising out of or in connection with (a) any exploitation of the Rights Granted or any Seller Indemnitee other rights hereunder, (b) the contents of any express warrantyVideo, representation or obligation hereunder or under (c) any other Transaction Document. Purchaser’s indemnification obligations under material of any kind supplied by Licensor hereunder, (d) any illegal act committed by Licensor in connection with any Video, or (e) any breach by Licensor of any representation, warranty or agreement set forth in this Agreement. PEC will defend, except for those indemnify and hold harmless Licensor, any parent, affiliate, distributor, licensee or assignee of Licensor, and its and their respective owners, shareholders, members, managers, officers, directors, employees and agents from and against all Claims, arising from a out of or in connection with (x) any illegal act committed by PEC in connection with any Video, or (y) any breach by Seller PEC of any express warrantyrepresentation, representation warranty or obligation hereunder or under any other Transaction Document, shall solely be satisfied by agreement set forth in this Agreement. [***] Information has been omitted and filed separately with the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser Securities & Exchange Commission. Confidential treatment has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If been requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claimthe omitted portions. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.CONFIDENTIAL TREATMENT REQUESTED BY PACIFIC ENTERTAINMENT CORPORATION
Appears in 1 contract
Samples: Confidential Treatment Requested (Pacific Entertainment Corp)
Indemnities. Purchaser shall indemnify, protect, save The Assignor agrees (i) to indemnify and keep hold harmless Seller the Collateral Agent and each of its other Secured Creditor and their respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, affiliates (collectively, individually an “Indemnitee,” and collectively the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, costsdamages, expenses, fees (including legal fees and disbursements), payments, demands, liabilitiespenalties, claims, actions, proceedingsjudgments, civil penalties, fines, damages settlements and judgments suits of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, including reasonable and documented attorneys’ fees, in each case growing out of or resulting from this Assignment or the exercise by any Indemnitee of any kind right or remedy granted to it hereunder (but excluding all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, civil penalties, fines, settlements, suits, costs and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date expenses to the extent relating to or arising directly or indirectly out incurred by reason of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence of, the breach in bad faith of this Assignment by, or wilful willful misconduct of a Seller Indemnitee or (b) such Indemnitee). In no event shall the Collateral Agent be liable, in the absence of gross negligence, the breach in bad faith of this Assignment or willful misconduct on its part, for any matter or thing in connection with this Assignment other than to account for monies actually received by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Documentit in accordance with the terms hereof. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, If and to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, that the obligations of parties the Assignor under this Clause 8.1 will survive Section 12 are unenforceable for any reason, the Delivery Assignor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law. Notwithstanding the Aircraft and foregoing, no party hereto shall be responsible to any person for any consequential, indirect, special or punitive damages which may be alleged by such person arising out of this Agreement or the Redelivery of the AFCS and the Sparesother Credit Documents.
Appears in 1 contract
Indemnities. Purchaser a. Ramboll shall release, indemnify, protectdefend and hold harmless Client and its affiliates and their directors, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, employees and suppliers, (collectively, the “Seller Indemnitees”) for, agents from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments Losses arising out of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after relating to the Delivery on Agreement or the Delivery Date Services to the extent relating to of such Losses that a court or arising other tribunal of competent jurisdiction finds and concludes, in a final and non-appealable order or judgment, directly resulted from Ramboll’s material breach of the Agreement, gross negligence or indirectly out of intentional misconduct. Other than as set forth in the preceding sentence, Client shall be solely responsible for and shall release, indemnify, defend and hold harmless the Ramboll Indemnitees from and against any and all Losses the Ramboll Indemnitees suffer or incur as a result of, or are in any way connected with related to, the Agreement or the Services or a Ramboll Indemnitee’s presence on a site for the purpose of performing Services. An indemnified party hereunder (i“Indemnitee”) the breach by Purchaser will give prompt notice of any representation or warranty hereunder or indemnified claim to the indemnifying party (ii) “Indemnitor”). The Indemnitee shall have the ownershipright to participate in the defense of any claim against it with counsel selected by it, possessionsubject to the Indemnitor’s right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of such Indemnitee, maintenanceprovided, modificationthat if in the reasonable opinion of counsel to such Indemnitee, controlthere exists a conflict of interest between the Indemnitor and such Indemnitee that cannot be waived, use, operation, sale, leasing or other application or disposition such Indemnitee shall have the right to control defense of the SparesClaim against it, and the Aircraft, Indemnitor shall be liable for the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any fees and expenses of counsel to such Indemnitee in each jurisdiction for which such Indemnitee determines counsel is required. The Indemnitees and Indemnitor shall cooperate with each other person or party; provided, however, that such Losses are not attributable to (a) in all reasonable respects in connection with the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee defense of any express warrantyclaim, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required including making available records relating to be maintained under Clause 8.2 hereof, such claim and furnishing to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee defending party, management employees of the non-defending party as may be reasonably necessary for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice preparation of the defense of such claim. If requested Such cooperation furnished by Purchaser the Indemnitees shall be paid for on the basis provided for in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.
Appears in 1 contract
Samples: Real Estate Donation Agreement
Indemnities. Purchaser This Schedule shall indemnifyapply to the conduct, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, by a Party from whom an indemnity is sought under this Agreement (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “LossesIndemnifier”), imposed onof claims made by a third person against a party having (or claiming to have) the benefit of the indemnity (the “Beneficiary”). If the Beneficiary receives any notice of any claim for which it appears that the Beneficiary is, incurred by or asserted against may become, entitled to indemnification under this Agreement (a “Claim”), the Beneficiary shall give notice in writing to the Indemnifier as soon as reasonably practicable and in any Seller Indemnitee from and after event within 10 Working Days of receipt of the Delivery same. Subject to Paragraph 2, on the Delivery Date giving of a notice by the Beneficiary, where it appears that the Beneficiary is or may be entitled to indemnification from the Indemnifier in respect of all (but not part only) of the liability arising out of the Claim, the Indemnifier shall (subject to providing the Beneficiary with a secured indemnity to its reasonable satisfaction against all costs and expenses that it may incur by reason of such action) be entitled to dispute the Claim in the name of the Beneficiary at the Indemnifier’s own expense and take conduct of any defence, dispute, compromise or appeal of the Claim and of any incidental negotiations relating to the extent relating Claim. If the Indemnifier does elect to conduct the Claim, the Beneficiary shall give the Indemnifier all reasonable cooperation, access and assistance for the purposes of such Claim and, subject to Paragraph 2.2, the Beneficiary shall not make any admission which could be prejudicial to the defence or arising directly settlement of the Claim without the prior written consent of the Indemnifier. With respect to any Claim conducted by the Indemnifier pursuant to Paragraph 1.3: the Indemnifier shall keep the Beneficiary fully informed and consult with it about material elements of the conduct of the Claim; the Indemnifier shall not bring the name of the Beneficiary into disrepute; the Indemnifier shall not pay or indirectly out settle such Claim without the prior written consent of the Beneficiary, such consent not to be unreasonably withheld or delayed; and the Indemnifier shall conduct the Claim with all due diligence. The Beneficiary shall be entitled to have conduct of the Claim and shall be free to pay or settle any Claim on such terms as it thinks fit and without prejudice to its rights and remedies under this Agreement if: the Indemnifier is not entitled to take conduct of the Claim in accordance with Paragraph 1.3; the Indemnifier fails to notify the Beneficiary in writing of its intention to take conduct of the relevant Claim within 10 Working Days of the notice from the Beneficiary or if the Indemnifier notifies the Beneficiary in writing that it does not intend to take conduct of the Claim; or the Indemnifier fails to comply in any way connected material respect with (i) the breach by Purchaser provisions of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesParagraph 1.4.
Appears in 1 contract
Samples: Model Agreement
Indemnities. Purchaser shall The Lessee hereby bears and assumes all risk and liability for, and the Lessee hereby agrees to indemnify, protectdefend and hold harmless the Lessor from any and all claims, save liens, demands, or liabilities, costs and keep harmless Seller expenses (including reasonable attorneys’ fees) arising out of or relating to the lease, operation, maintenance and each use of its respective successorsthe Buses, assignsincluding death, affiliatespersonal injury, and Sellerdamage to property, claims by the Lessee’s and each of their respective officers, directors, shareholdersemployees, agents, employeesand servants, members, partners, contractors subcontractors, and suppliers, (collectively, claims by the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for FTA with regard to compliance with the payment of, any terms of Article X of this Lease and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date liability howsoever arising with respect to the extent relating to Buses and the ownership or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or partythereof; provided, however, that such Losses are the Lessee shall not attributable be required to indemnify the Lessor or any other indemnitee for (ai) any claim in respect of the Buses arising from acts or events which occur after possession of the Buses has been redelivered to the Lessor at the expiration of the Lease Term, (ii) any claim resulting from acts which would constitute the willful misconduct or gross negligence of the Lessor or wilful misconduct of a Seller Indemnitee any other indemnitee, (iii) any claim arising in connection with liens on the Buses created by the Lessor or (biv) claims resulting solely from the breach by Seller the Lessor of its covenant of quiet enjoyment set forth in Section 4.01 hereof. If the Lessor is subjected to any expense or any Seller Indemnitee liability because of any express warranty, representation default or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warrantythe Lessee hereunder, representation or obligation hereunder or under any other Transaction Documentthen, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, upon written notice to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesLessee of the nature and/or amount thereof, the relevant Seller Indemnitee Lessee shall promptly notify Purchaser upon receiving notice forthwith discharge the same, and if not so discharged, the amount of such claimexpense shall be payable as a Supplemental Lease Payment. If requested The indemnities and assumptions of liability herein provided for shall continue in full force and effect (notwithstanding the termination of this Lease, whether by Purchaser in writingexpiration of time, such Seller Indemnitee willby operation of law, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct otherwise) with respect to such claim. Notwithstanding any other provision of this Agreement, claims based upon losses occurring during the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the SparesLease Term.
Appears in 1 contract
Samples: Lease and Purchase Option Agreement
Indemnities. Purchaser shall indemnify(a) The Borrower agrees to indemnify and hold harmless each Agent, protecteach Lender, save and keep harmless Seller each Tranche B Investor and each of its respective successors, assigns, affiliates, and Seller’s Issuer and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (Conditions To Loans And Letters Of Credit)) (each such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including reasonable fees, disbursements and nature whatsoever (other than Taxesexpenses of financial and legal advisors to any such Indemnitee) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party“Indemnified Matters”); provided, however, that such Losses are the Borrower shall not attributable have any obligation under this Section 11.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, “Indemnified Matters” include (bi) all Environmental Liabilities and Costs arising from or connected with the breach by Seller past, present or future operations of the Borrower or any Seller of its Subsidiaries involving any property subject to a Collateral Document, or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any Release of Contaminants on, upon or into such property or any contiguous real estate, (ii) any costs or liabilities incurred in connection with any Remedial Action concerning any Borrower or any of its Subsidiaries, (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any Environmental Law, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (49 U.S.C. § 9601 et seq.) and applicable state property transfer laws, whether, with respect to any such matter, such Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor in interest to the Borrower or any of its Subsidiaries, or the owner, lessee or operator of any express warrantyproperty of the Borrower or any of its Subsidiaries by virtue of foreclosure, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementexcept, except for with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with (x) incurred following foreclosure by the Administrative Agent, any Lender, any Tranche B Investor or any Issuer, or the Administrative Agent, any Lender, any Tranche B Investor or any Issuer having become the successor in interest to the Borrower or any of its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, Subsidiaries and (y) attributable solely to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Indemnitee willLender, at Purchaser’s expense, take such action as Purchaser Tranche B Investor or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding Issuer or any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery agent on behalf of the Aircraft and the Redelivery of the AFCS and the SparesAdministrative Agent, such Lender, such Tranche B Investor or such Issuer.
Appears in 1 contract
Samples: Credit Agreement (Washington Group International Inc)
Indemnities. Purchaser Whether or not the transactions contemplated hereby shall ----------- be consummated, the Borrower agrees to indemnify, protect, save pay and keep harmless Seller and each of its respective successors, assigns, affiliateshold the Bank, and Seller’s and each of their respective the shareholders, officers, directors, shareholdersemployees and agents of the Bank ("Indemnified Person"), agentsharmless from and against any and all claims, employees--------------------- liabilities, memberslosses, partnersdamages, contractors subcontractorscosts and expenses (whether or not any of the foregoing Indemnified Persons is a party to any litigation), including, without limitation, reasonable attorneys' fees and supplierscosts (including, without limitation, the reasonable estimate of the allocated cost of in-house legal counsel and staff) and costs of investigation, document production, attendance at a deposition, or other discovery, prior to the assumption of defense by the Borrower, with respect to or arising out of any proposed acquisition by the Borrower or any of its Subsidiaries of any Person or any securities (including a self-tender), this Agreement or any use of proceeds hereunder, or any claim, demand, action or cause of action being asserted against the Borrower or any of its Subsidiaries (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements"Indemnified Liabilities"), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee provided that the Borrower shall have no obligation ----------------------- hereunder with respect to Indemnified Liabilities arising from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful willful misconduct of a Seller Indemnitee or (b) the breach by Seller any such Indemnified Persons. If any claim is made, or any Seller Indemnitee action, suit or proceeding is brought, against any Indemnified Person pursuant to this Section, the Indemnified Person shall notify the Borrower within thirty (30) days of the Bank being notified in writing of any express warrantysuch claim or the commencement of such action, representation suit or obligation hereunder proceeding, and the Borrower will assume the defense of such action, suit or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreementproceeding, except for those arising from a breach employing counsel selected by Seller of any express warrantyBorrower's insurance carrier, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied selected by the insurance required to be maintained under Clause 8.2 hereof, Borrower and reasonably satisfactory to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such LossesIndemnified Person, and pay the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice fees and expenses of such claimcounsel. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision This covenant shall survive termination of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery Agreement and payment of the Aircraft and the Redelivery outstanding Revolving Note for a period of the AFCS and the Sparessix (6) years.
Appears in 1 contract
Indemnities. Purchaser In addition to the payment of expenses pursuant to ----------- Section 11.1, whether or not the transactions contemplated hereby shall be consummated, the Borrower (as "Indemnitor") agrees to indemnify, protect, save pay and keep harmless Seller and each of its respective successors, assigns, affiliateshold ---------- the Lender, and Seller’s and each of their respective the officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, attorneys and suppliers, Affiliates of the Lender (collectively, the “Seller "Indemnitees”) for"), harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, ----------- against any and all lossesliabilities, costs, expenses, fees (including legal fees and disbursements), payments, demands, expenses liabilities, claimsobligations, losses, damages, penalties, actions, proceedingsjudgments, penaltiessuits, fines, damages claims and judgments disbursements of any kind and or nature whatsoever (other than Taxes) (collectivelyincluding, “Losses”without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated a party thereto), that may be imposed on, incurred by by, or asserted against the Indemnitee, in any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent manner relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive Note or the Delivery other Loan Documents related to the Transactions or the use or intended use of the Aircraft and the Redelivery proceeds of any of the AFCS and proceeds thereof to the SparesBorrower (the "Indemnified Liabilities"); provided that, the Indemnitor shall ----------------------- -------- not have any obligation to an Indemnitee hereunder with respect to an -------- Liability to the extent that such Indemnified Liability arises from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction.
Appears in 1 contract
Samples: Loan Agreement (Zefer Corp)
Indemnities. Purchaser shall Indemnitor hereby agrees to unconditionally indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesdefend, and Seller’s and each of their respective officershold Lender Group harmless against: (1) any loss, directorsfines, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claimspenalties, actions, suits, proceedings, penaltiesliability, finesdamage, damages and judgments expense or claim incurred in connection with, arising out of, resulting from or incident to the application of any kind Environmental Law with respect to the Trust Property; (2) any breach of any representation or warranty or the inaccuracy of any representation made by Indemnitor in or pursuant to this Indemnity; (3) any breach of any covenant or agreement made by Indemnitor in or pursuant to this Indemnity; (4) any liability or obligation arising out of CERCLA, any equivalent state statute or any other Environmental Law which may be incurred or asserted against the Lender Group, directly or indirectly, under Environmental Laws, with respect to the Trust Property; and nature whatsoever (5) any other than Taxes) (collectivelyloss, “Losses”)liability, imposed ondamage, expense or claim which may be incurred by or asserted against any Seller Indemnitee the Lender Group, directly or indirectly, resulting from and after the Delivery presence of Hazardous Material on the Delivery Date Trust Property, including (A) all foreseeable and unforeseeable consequential damages, (B) the costs of any required or necessary investigation, repair, cleanup, remediation or detoxification and (C) the costs of the preparation and implementation of any closure, remedial or other remedial plans. Notwithstanding anything herein to the contrary, this Indemnity shall not be construed to impose liability on Indemnitor for Hazardous Materials placed, released or disposed of on the Trust Property or any obligation or liability under Environmental Law (except to the extent relating to caused by the acts or arising directly omissions of Indemnitor or indirectly out of or in any way connected with its agents, employees, contractors, licensees, guests and tenants) (i) after the breach date of foreclosure, assignment (other than an assignment by Purchaser of any representation the Agent to a successor "Agent" under the Loan Agreement) or warranty hereunder or sale, (ii) after the ownershipacceptance by the Agent (for the benefit of the Lender Group) of a deed in lieu of foreclosure, (iii) during any period during which a receiver appointed upon the request or petition of the Agent (for the benefit of the Lender Group) is in possession of the Trust Property or the Agent (for the benefit of the Lender Group) operates the Trust Property as a mortgagee in possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of (iv) to the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that extent such Losses are not attributable to (a) liability arises from the gross negligence or wilful willful misconduct of a Seller Indemnitee or the Agent (bfor the benefit of the Lender Group) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesindemnitee hereunder.
Appears in 1 contract
Samples: Riviera Holdings Corp
Indemnities. Purchaser shall Borrower agrees to indemnify, protect, save hold harmless and keep harmless Seller defend Lender and each of its respective successors, assigns, affiliates, and Seller’s and Related Persons (each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and against all losses, costs, expensesLiabilities (including brokerage commissions, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages other compensation and judgments of any kind excluding taxes and nature whatsoever (other than Taxescosts attributable to taxes for which Lender is responsible pursuant to Section 2.9 hereof) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from and after the Delivery on the Delivery Date to the extent in any matter relating to or arising directly out of, in connection with or indirectly out as a result of or in any way connected with (i) any Loan Document, any Obligation (or the breach by Purchaser of repayment thereof), any representation related transaction, or warranty hereunder any securities filing of, or with respect to, Borrower or the Projects, (ii) the ownershipany commitment letter, possessionproposal letter or term sheet with any Person, maintenance(iii) any actual or prospective investigation, modification, control, use, operation, sale, leasing litigation or other application proceeding, whether or disposition not brought by any such Indemnitee or any of the Spares, the Aircraft, the AFCSits Related Persons, any Engine holders of securities or creditors (and including reasonable attorneys’ fees in any Part or component thereof or interest thereincase), whether by Purchaser or not any such Indemnitee, Related Person, holder or creditor is a party thereto, and whether or not based on any securities or commercial law or regulation or any other person Legal Requirement or partytheory thereof, including common law, equity, contract, tort or otherwise, or (iv) any other act, event or transaction related, contemplated in or attendant to any of the foregoing (collectively, the “Indemnified Matters”); provided, however, that Borrower shall have no liability under this Section 10.4 to any Indemnitee with respect to any Indemnified Matter, and no Indemnitee shall have any liability with respect to any Indemnified Matter other than (to the extent otherwise liable), to the extent such Losses are not attributable to (a) liability has resulted primarily from the gross negligence or wilful willful misconduct of such Indemnitee, as determined by a Seller court of competent jurisdiction in a final non-appealable judgment or order. Furthermore, Borrower waives and agrees not to assert against any Indemnitee any right of contribution with respect to any Liabilities that may be imposed on, incurred by or (b) asserted against any Related Person. Without limiting the breach by Seller foregoing, “Indemnified Matters” includes all environmental Liabilities as set forth in Article XXXVII of the Master Lease as incorporated herein pursuant to Section 1.4 hereof, whether or not, with respect to any Seller such environmental Liabilities, any Indemnitee is a mortgagee pursuant to any leasehold mortgage, a mortgagee in possession, the successor-in- interest to any Related Person or the owner, lessee or operator of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller property of any express warrantyRelated Person through any foreclosure action, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, in each case except to the extent Purchaser has complied with such environmental Liabilities (i) are incurred solely following foreclosure by Lender or following Lender having become the successor-in-interest to Borrower and (ii) are attributable solely to acts of such Indemnitee. Any indemnification or other protection provided to any Indemnitee pursuant to any Loan Document and all representations and warranties made in any Loan Document shall (i) survive the payment in full of other Obligations and (ii) inure to the benefit of any Person that at any time held a right thereunder (as an Indemnitee or otherwise) and, thereafter, its obligations thereundersuccessors and permitted assigns. If a claim is made against a Seller Notwithstanding the foregoing, in no event shall Borrower or any Indemnitee be liable on any theory of liability for any such Lossesspecial, the relevant Seller indirect, consequential or punitive damages (including any loss of profits, business or anticipated savings). Borrower and each Indemnitee shall promptly notify Purchaser each hereby waives, releases and agrees not to xxx upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending any such claim may reasonably direct with respect for any special, indirect, consequential or punitive damages, whether or not accrued and whether or not known or suspected to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesexist in its favor.
Appears in 1 contract
Samples: Loan Agreement (Emeritus Corp\wa\)
Indemnities. Purchaser 10.1 gomo shall indemnify, protect, save defend and indemnify the Client and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliers, (collectively, the “Seller Indemnitees”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, Client indemnified against any and all losses, costs, expenses, fees (including legal fees damages and disbursements), payments, demands, liabilities, claims, reasonable and verifiable costs and expenses incurred by the Client and arising out of any and all actions, proceedings, penalties, fines, damages and judgments claims or proceedings by a third party alleging that use by the Client of gomo learning (but not any kind and nature whatsoever Client Content stored therein) in accordance with this Agreement infringes such third party’s Intellectual Property Rights (other than Taxes"a Claim") (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with provided that: (i) the breach by Purchaser Client shall immediately notify gomo if a Claim is made against the Client and agrees to grant to gomo exclusive control of any representation or warranty hereunder or the Claim including the settlement thereof; (ii) the ownershipClient shall at the request and expense of gomo afford to gomo all reasonable assistance for the purpose of contesting, possession, maintenance, modification, control, use, operation, sale, leasing negotiating or other application settling the Claim; (iii) the Client shall not make any admissions (save where required by court order or disposition governmental regulations) which may be prejudicial to the defence or settlement of the SparesClaim without the approval of gomo (not to be unreasonably withheld or delayed). If there is a Claim, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to gomo may: (a) the gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser it considers appropriate in its sole discretion including but not limited to changing gomo learning to avoid or settle any such Claim, (b) suspend the insurer defending such claim may reasonably direct with respect Client's use of gomo learning in which case gomo shall extend the contracted subscribed-for period of use by the period of suspension and the renewal date shall be adjusted accordingly, and/or (c) terminate Client's use of gomo learning in which case gomo shall pay the Client an amount equivalent to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive annual Fee for the Delivery unused part of the Aircraft contracted subscription period calculated on a straight line basis. the Client shall indemnify gomo and keep gomo indemnified against any and all losses, damages and reasonable and verifiable costs and expenses incurred by gomo and arising out of any and all actions, claims or proceedings by a third party alleging that the Redelivery possession, processing, publishing, storage or use by gomo of the AFCS Client Content in accordance with this Agreement infringes such third party’s Intellectual Property Rights ("a Claim") provided that: (i) gomo shall immediately notify the Client if a Claim is made against gomo and agrees to grant to the Spares.Client exclusive control of the Claim including the settlement thereof (not to gomo’s detriment); (ii) gomo shall at the request and expense of the Client afford to the Client all reasonable assistance for the purpose of contesting, negotiating or settling the Claim;
Appears in 1 contract
Samples: Service Agreement
Indemnities. Purchaser Except for taxes which shall be governed exclusively by Section 1.11, Borrowers agree, jointly and severally, to indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatespay, and Seller’s hold Agents, each Lender, each L/C Issuer and each of their respective officers, directors, shareholdersemployees, agents, employees, members, partners, contractors subcontractors, and suppliers, attorneys (collectively, the “Seller Indemnitees”) for, harmless from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all liabilities, obligations, losses, costsdamages, expensespenalties, fees (including legal fees and disbursements)actions, paymentsjudgments, demands, liabilitiessuits, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses (including all reasonable fees and expenses of counsel to such Indemnitees) of any kind and or nature whatsoever (other than Taxes) (collectively, “Losses”), that may be imposed on, incurred by by, or asserted against the Indemnitee as a result of such Indemnitees being a party to this Agreement or the transactions consummated pursuant to this Agreement or otherwise relating to any Seller of the Related Transactions; provided that Borrowers shall have no obligation to an Indemnitee from and after the Delivery on the Delivery Date hereunder in respect of (A) any liabilities (i) to the extent relating that the same is found by a final, non-appealable judgment of a court of competent jurisdiction to or arising have resulted directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) from the gross negligence or wilful willful misconduct of such Indemnitee, (ii) arising from a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchasersuch Indemnitee’s indemnification obligations under this Agreement, except for those or (iii) arising from a breach by Seller out of any express warrantyclaim, representation litigation, investigation or obligation hereunder proceeding that does not involve an act or under omission of any Credit Party or any Credit Party’s affiliates and that is brought by an Indemnitee against any other Transaction DocumentIndemnitee, shall solely be satisfied or (B) any settlement entered into by such Indemnitee without the insurance required Borrower Representative’s written consent (such consent not to be maintained under Clause 8.2 hereofunreasonably withheld or delayed); provided however, that the foregoing indemnity will apply to any such settlement in the event that the Borrower Representative was offered the ability to assume the defense of the action that was the subject matter of such settlement and elected not to assume such defense. If and to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee that the foregoing undertaking may be unenforceable for any such Lossesreason, Borrowers agree to make the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or maximum contribution to the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties payment and satisfaction thereof which is permissible under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparesapplicable law.
Appears in 1 contract
Samples: Credit Agreement (Uap Holding Corp)
Indemnities. Purchaser shall indemnify(a) The Borrowers agree to indemnify and hold harmless the Administrative Agent, protecteach Arranger, save and keep harmless Seller and each of its respective successors, assigns, affiliates, and Seller’s Lender and each of their respective Affiliates, and each of the directors, officers, directors, shareholdersemployees, agents, employeesrepresentative, membersattorneys, partners, contractors subcontractors, consultants and suppliers, advisors of or to any of the foregoing (collectively, including those retained in connection with the satisfaction or attempted satisfaction of any condition set forth in Article III (each such Person being an “Seller IndemniteesIndemnitee”) for, from and against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, against any and all claims, damages, liabilities, obligations, losses, penalties, actions, judgments, suits, costs, expenses, fees (including legal fees disbursements and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments expenses of any kind or nature (including fees, disbursements and nature whatsoever (other than Taxesexpenses of financial and legal advisors to any such Indemnitee) (collectively, “Losses”), that may be imposed on, incurred by or asserted against any Seller such Indemnitee from in connection with or arising out of any investigation, litigation or proceeding, whether or not any such Indemnitee is a party thereto, whether direct, indirect, or consequential and after the Delivery whether based on the Delivery Date to the extent any federal, state or local law or other statutory regulation, securities or commercial law or regulation, or under common law or in equity, or on contract, tort or otherwise, in any manner relating to or arising directly or indirectly out of this Agreement, any other Loan Document, any Obligation, any Letter of Credit, the Disclosure Document, the Revolving Credit Notes or any act, event or transaction related or attendant to any thereof, or the use or intended use of the proceeds of the Loans or Letters of Credit or in connection with any way connected with (i) the breach by Purchaser investigation of any representation or warranty hereunder or potential matter covered hereby (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Sparescollectively, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party“Indemnified Matters”); provided, however, that such Losses are the Borrowers shall not attributable have any obligation under this Section 10.4 to (a) an Indemnitee with respect to any Indemnified Matter caused by or resulting from the gross negligence or wilful willful misconduct of that Indemnitee, as determined by a Seller Indemnitee court of competent jurisdiction in a final non-appealable judgment or order. Without limiting the foregoing, Indemnified Matters include (bi) all environmental liabilities and costs arising from or connected with the breach by Seller past, present or future operations of the Administrative Borrower or any Seller Indemnitee of its Subsidiaries or damage to real or personal property or natural resources or harm or injury alleged to have resulted from any express warranty, representation Release of Contaminants; (ii) any costs or obligation hereunder liabilities incurred in connection with any Remedial Action concerning the Administrative Borrower or any of its Subsidiaries; (iii) any costs or liabilities incurred in connection with any Environmental Lien and (iv) any costs or liabilities incurred in connection with any other matter under any other Transaction Document. Purchaser’s indemnification obligations under this AgreementEnvironmental Law, except for including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (49 U.S.C. 9601 et seq.) and applicable state property transfer laws, except, with respect to those arising from a breach by Seller of any express warrantymatters referred to in clauses (i), representation or obligation hereunder or under any other Transaction Document(ii), shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof(iii) and (iv) above, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, attributable to acts of the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writingAdministrative Agent, such Seller Lender or such Issuer or any agent on behalf of the Administrative Agent, such Lender or such Issuer. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 10.4 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Borrower, any of its directors, securityholders or creditors, an Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreementperson, or an Indemnitee is otherwise a party thereto and whether or not the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Sparestransactions contemplated hereby are consummated.
Appears in 1 contract
Indemnities. Purchaser shall The Borrower agrees to indemnify, protect, save defend and keep harmless Seller hold the Lender and each of its respective successors, assigns, affiliates, and Seller’s and each of their respective directors, officers, directors, shareholdersemployees, agents, employeesattorneys, membersor any other Person affiliated with or representing the Lender (each, partners, contractors subcontractors, and suppliers, (collectively, the an “Seller IndemniteesIndemnified Person”) for, from and harmless against, and on written demand shall pay or reimburse each Seller Indemnitee for the payment of, any and : (a) all losses, costs, expenses, fees (including legal fees and disbursements), paymentsobligations, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments of any kind and nature whatsoever (other than Taxes) liabilities (collectively, “LossesClaims”) asserted by any other party in connection with or related to or arising from, out of or under, the transactions contemplated by the Loan Documents; and (b) all losses or expenses incurred to, or paid by an Indemnified Person in connection with or related to or arising from, out of or under, the transactions contemplated by the Loan Documents (including reasonable legal fees and expenses), except as to (a) or (b) for Claims and/or losses and/or expenses directly caused by such Indemnified Person’s gross negligence or willful misconduct. The Borrower hereby further indemnifies, defends and holds each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the fees and disbursements of counsel for such Indemnified Person) in connection with any investigative, response, remedial, administrative or judicial matter or proceeding, whether or not such Indemnified Person shall be designated a party thereto and including any such proceeding initiated by or on behalf of the Borrower, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker asserting any right to payment for the transactions contemplated hereby which may be imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out such Indemnified Person as a result of or in any way connected connection with (i) the breach by Purchaser of any representation transactions contemplated hereby and the use or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition intended use of the Sparesproceeds of the loan proceeds except for liabilities, the Aircraftobligations, the AFCSlosses, any Engine or any Part or component thereof or interest thereindamages, whether penalties, actions, judgments, suits, claims, costs, expenses and disbursements directly caused by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (a) the Indemnified Person’s gross negligence or wilful misconduct of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Losses, the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spareswillful misconduct.
Appears in 1 contract
Samples: Agreement (Emc Metals Corp.)
Indemnities. Purchaser shall indemnify(a) Notwithstanding any provisions in the Note or Mortgage or any other instrument evidencing, protectsecuring, save guaranteeing or executed in connection with the Loan (collectively the "LOAN DOCUMENTS") limiting or negating Indemnitor's personal liability, Indemnitor agrees to unconditionally and keep harmless Seller absolutely indemnify and each of hold Mortgagee (as defined in Section 12 hereof), its respective successors, assigns, affiliates, and Seller’s and each of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, agents and suppliers, (collectively, the “Seller Indemnitees”) for, attorneys harmless from and againstagainst any loss, cost, liability, damage, claim or expense, including attorneys' fees, suffered or incurred by Mortgagee in connection with the Mortgaged Property at any time, whether before, during or after enforcement of Mortgagee's rights and remedies upon default under the Loan Documents, under or on written demand shall pay or reimburse each Seller Indemnitee for the payment account of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments or as a result of any kind and nature whatsoever (other than Taxes) (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating to or arising directly or indirectly out of or in any way connected with (i) the breach by Purchaser of any representation or warranty hereunder or Environmental Laws, as that term is defined in Section 13 hereof, (ii) any presence, release, or threat of release of Hazardous Materials, as defined in Section 13 hereof, at, upon, under or within the ownershipMortgaged Property, possession(iii) the presence of asbestos or asbestos-containing materials, maintenancePCB's, modificationradon gas, controlurea formaldehyde foam insulation or lead (whether in paint, usewater, operationsoil, saleor plaster) at the Mortgaged Property, leasing or other application or disposition (iv) any breach of the Sparescovenants and warranties made in Section 2 hereof or in Paragraph 39 of the Mortgage or in that certain Environmental Certificate (the "ENVIRONMENTAL CERTIFICATE") executed in connection with Indemnitor's application for the Loan, (v) the Aircraft, falsity of any of the AFCS, any Engine representations made in Section 2 hereof or any Part in Paragraph 39 of the Mortgage or component thereof or interest thereinin the Environmental Certificate, whether or not caused by Purchaser Indemnitor or any other person or party; provided, however, that such Losses are not attributable to (avi) the gross negligence failure of Indemnitor to duly perform the obligations or wilful misconduct actions set forth in Section 2 hereof and in Paragraph 39 of a Seller Indemnitee or the Mortgage, including, without limitation, for all parts of this subsection 1(a), with respect to: (bA) the breach imposition by Seller or any Seller Indemnitee governmental authority of any express warrantylien upon the Mortgaged Property, representation (B) clean-up costs, (C) liability for personal injury or obligation hereunder property damage or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereof, damage to the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for environment, (D) any such Losses, diminution in the relevant Seller Indemnitee shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery value of the Aircraft Mortgaged Property and the Redelivery of the AFCS (E) fines, penalties and the Sparespunitive damages.
Appears in 1 contract
Indemnities. Purchaser shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatesWithout limiting any other rights that any Indemnified Party may have hereunder or under applicable law, and Seller’s and each whether or not any of their respective officers, directors, shareholders, agents, employees, members, partners, contractors subcontractors, and suppliersthe transactions contemplated hereby are consummated, (collectively, A) the “Seller Indemnitees”) for, hereby agrees to indemnify each Indemnified Party from and against, and on written demand shall pay or reimburse hold each Seller Indemnitee for the payment ofthereof harmless from, any and all claims, losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages costs and judgments expenses of any kind whatsoever (including, without limitation, reasonable attorneys’ fees and nature whatsoever expenses) (all of the foregoing being collectively referred to as “Indemnified Amounts”) arising out of, or resulting from, in whole or in part, one or more of the following: (a) this Agreement or any other Transaction Document (other than Taxesthe Lyondell Undertaking or the Servicer’s activities as Servicer) to which it is a party; (collectivelyb) the use of proceeds of any Purchase or reinvestment; (c) the interest of any Purchaser in any Receivable, “Losses”)any Contract or any Related Security; or (d) any transaction contemplated by this Agreement or any other Transaction Document (other than the Lyondell Undertaking) to which it is a party; and (B) the Servicer hereby agrees to indemnify each Indemnified Party for Indemnified Amounts arising out of or resulting from the Lyondell Undertaking or the Servicer’s activities as Servicer or Buyer’s Servicer hereunder or under the other Transaction Documents; excluding, imposed onhowever, incurred by or asserted against any Seller Indemnitee from in all of the foregoing instances under clauses (A) and after the Delivery on the Delivery Date (B) above, Indemnified Amounts (1) to the extent relating to or arising directly or indirectly out of or in any way connected with resulting from (i) the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition of the Spares, the Aircraft, the AFCS, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person or party; provided, however, that such Losses are not attributable to (ax) the gross negligence or wilful willful misconduct on the part of such Indemnified Party or, (y) the failure to collect amounts in respect of a Seller Indemnitee or (b) the breach by Seller or any Seller Indemnitee of any express warranty, representation or obligation hereunder or under any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely be satisfied by the insurance required to be maintained under Clause 8.2 hereofPool Receivable, to the extent Purchaser has complied such failure results from a discharge of the Obligor with its obligations thereunderrespect thereto in a proceeding in respect of such Obligor under applicable bankruptcy laws or otherwise results from the Obligor’s financial inability to pay such amounts or (2) that are subject to the exclusions from reimbursement or payment therefor under Section 2.14. If a claim is made against a Seller Indemnitee for Without limiting or being limited by the foregoing and whether or not any such Lossesof the transactions contemplated hereby are consummated, the relevant applicable Seller Indemnitee Party shall promptly notify Purchaser upon receiving notice of pay within five Business Days after demand to each Indemnified Party any and all amounts necessary to indemnify such claim. If requested by Purchaser in writingIndemnified Party from and against any and all Indemnified Amounts which relate to or result from, such Seller Indemnitee willor which would not have occurred but for, at Purchaser’s expense, take such action as Purchaser one or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery more of the Aircraft and the Redelivery of the AFCS and the Spares.following:
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Samples: Receivables Purchase Agreement (Lyondell Chemical Co)
Indemnities. Purchaser Without limiting any other rights that any Beneficiary may otherwise have hereunder or under applicable law, the Originator shall indemnify, protect, save and keep harmless Seller and each of its respective successors, assigns, affiliatespay, and Seller’s shall indemnify on an after-Tax basis each Beneficiary for, any and each of their respective officersall damages, directorslosses, shareholdersclaims, agentsliabilities, employeespenalties, membersTaxes, partners, contractors subcontractors, costs and suppliers, expenses (collectively, the “Seller Indemnitees”"Indemnified Losses") forarising out of or otherwise relating to any Transaction Document, from and against, and on written demand shall pay the transactions contemplated thereby or reimburse each Seller Indemnitee for the payment of, any and all losses, costs, expenses, fees (including legal fees and disbursements), payments, demands, liabilities, claims, actions, proceedings, penalties, fines, damages and judgments acquisition of any kind and nature whatsoever portion of the Sold Interest, excluding only Indemnified Losses (other than Taxesthe "Excluded Losses") (collectively, “Losses”), imposed on, incurred by or asserted against any Seller Indemnitee from and after the Delivery on the Delivery Date to the extent relating (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted from gross negligence or willful misconduct of the Beneficiary seeking indemnification, (b) such Indemnified Losses due to or arising directly result from the credit risk of an Obligor and for which reimbursement would constitute recourse for uncollectible Receivables, (c) such Indemnified Losses include Taxes on, or indirectly out of or in any way connected with (i) measured by, the breach by Purchaser of any representation or warranty hereunder or (ii) the ownership, possession, maintenance, modification, control, use, operation, sale, leasing or other application or disposition overall net income of the Spares, the Aircraft, the AFCSAgent, any Engine or any Part or component thereof or interest therein, whether by Purchaser or any other person Beneficiary computed in accordance with the Intended Tax Characterization, or party(d) such Indemnified Losses would constitute recourse to the Originator for Discount payable by the Seller under the Receivables Sale Agreement or fees under Section 1.4 of the Receivables Sale Agreement or under the Fee Letter or Pricing Letter; provided, however, that such Losses are not attributable to (a) nothing contained in this sentence shall limit the gross negligence liability of the Originator or wilful misconduct of a Seller Indemnitee or (b) limit the breach by Seller or any Seller Indemnitee recourse of any express warranty, representation or obligation hereunder or under Beneficiary to the Originator for any other Transaction Document. Purchaser’s indemnification obligations under this Agreement, except for those arising from a breach by Seller of any express warranty, representation or obligation hereunder or under any other Transaction Document, shall solely amounts otherwise specifically provided to be satisfied paid by the insurance required to be maintained under Clause 8.2 hereof, to Originator hereunder. Without limiting the extent Purchaser has complied with its obligations thereunder. If a claim is made against a Seller Indemnitee for any such Lossesforegoing indemnification, the relevant Seller Indemnitee Originator shall promptly notify Purchaser upon receiving notice of such claim. If requested by Purchaser in writing, such Seller Indemnitee will, at Purchaser’s expense, take such action as Purchaser indemnify each Beneficiary for Indemnified Losses relating to or the insurer defending such claim may reasonably direct with respect to such claim. Notwithstanding any other provision of this Agreement, the obligations of parties under this Clause 8.1 will survive the Delivery of the Aircraft and the Redelivery of the AFCS and the Spares.resulting from:
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