Indemnity; Assumption of Risk. The Company agrees to indemnify the Bank, and its affiliates, directors, officers, employees, agents and advisors (each an "Indemnitee"), against, and hold each Indemnitee harmless from, any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any other document, agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, (ii) any Letter of Credit or the use of the proceeds therefrom (including any refusal by the 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), or (iii) any actual or prospective claim, litigation, proceeding or investigation (including, without limitation, any investigation instituted or conducted by any governmental agency or instrumentality) relating to any of the foregoing, whether based on contract, tort or any other theory 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, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee. As among the Company and the Bank, the Company assumes all risks of the acts and omissions of, or misuse of Letters of Credit by the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, the Bank shall not be responsible (other than as a result of its gross negligence or willful misconduct): (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of a Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent, or for...
Indemnity; Assumption of Risk. (a) Tenant, at its expense, shall defend (with counsel satisfactory to Landlord), indemnify and hold harmless Landlord and its agents, employees, invitees, licensees and contractors from and against any cost, claim, action, liability or damage of any kind arising from (i) Tenant’s use and occupancy of the Premises and the Property or any activity done or permitted by Tenant in, on, or about the Premises or the Property, (ii) the destruction of or damage to Tenant’s personal property, (iii) any breach or default by Tenant of its obligations under this Lease, or (iv) any negligent, tortious, or illegal act or omission of Tenant, its agents, employees, invitees, licensees or contractors, provided that such cost, claim, action, liability or damage is not caused by the negligence or willful misconduct of Landlord or its agents, employees, invitees, licensees and contractors (except as otherwise provided in the last sentence of subsection 6.5(a)).
Indemnity; Assumption of Risk. (a) To the fullest extent permitted by law, the Borrower shall defend, indemnify and hold harmless the Custodian and the Bank, and their respective officers, directors, agents, employees, members and affiliated companies (collectively, the "Indemnitees") from and against all claims, judgments, damages, losses, penalties, liabilities, costs and expenses of investigation and defense of any claim and of any good faith settlement of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation, attorneys' fees and expenses, any of which are incurred at any time as a result of or in connection with, the entering into of this Agreement or the transactions contemplated thereby except to the extent arising from the gross negligence of willful misconduct of the Custodian or the Bank.
Indemnity; Assumption of Risk. 4.1. To the fullest extent permitted by law, the Borrower shall defend, indemnify and hold harmless each of the Lender and the Custodian, and their respective officers, directors, agents, employees, members and affiliated companies (collectively, the “Indemnitees”), from and against all claims, judgments, damages, losses, penalties, liabilities, costs and expenses of investigation and defense of any claim and of any good faith settlement of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, including, without limitation, reasonable attorneys’ fees and expenses, any of which are incurred at any time as a result of, or in connection with, the entering into of this Agreement or the transactions contemplated thereby.
Indemnity; Assumption of Risk. (a) Tenant, at its expense, shall defend (with counsel reasonably satisfactory to Landlord), indemnify and hold harmless Landlord and its management agent, and their respective employees, , from and against any cost, claim, action, liability or damage of any kind to the extent arising from (i) Tenant's use and occupancy of the Premises and the Property or any activity done by Tenant or its agents, employees, contractors or invitees in, on or about the Premises or the Property, (ii) the destruction of or damage to Tenant's personal property, (iii) any breach or default by Tenant of its obligations under this Lease, or (iv) any negligent, tortious, or illegal act or omission of Tenant, its agents, employees, invitees, licensees or contractors, provided that such cost, claim, action, liability or damage is not caused by the negligence or willful misconduct of Landlord or its agents, employees, invitees, licensees and contractors (except as otherwise provided in the last sentence of subsection 6.5(a)).
Indemnity; Assumption of Risk. 3. The Cannabis Licensee acknowledges and agrees to indemnity, hold harmless, and defend The Emerald Cup to the fullest extent permitted by law against any and all liability, actions, claims, costs, losses or damages (including reasonable attorneys fees) brought against The Emerald Cup arising out of or relating to non-performance of these Standard Operating Procedures.
Indemnity; Assumption of Risk. (a) Tenant, at its expense, shall defend (with counsel satisfactory to Landlord), indemnify and hold harmless Landlord and its agents, employees, and contractors from and against any cost, claim, action, liability or damage of any kind arising from (i) Tenant’s use and occupancy of the Premises or any activity done or permitted by Tenant in, on, or about the Premises, (ii) any Event of Default by Tenant of its obligations under this Lease, or (iii) any negligent, tortious, or illegal act or omission of Tenant, its agents, employees, invitees, licensees or contractors, provided that such cost, claim, action, liability or damage is not caused by the negligence or willful misconduct of Landlord or its agents, employees, and contractors (except as otherwise provided in the last sentence of subsection 6.5(a)).
Indemnity; Assumption of Risk. 7.1 Oxtails agrees to indemnify and hold Ackeeox harmless from and against any losses, liabilities, damages, costs and expenses (including reasonable fees for attorneys) arising out of any claims or suits which may be brought or made against Ackeeox by reason of Oxtails' breach of any of the express warranties set forth in Subsection 6.1 above; provided that Ackeeox shall, within five (5) business days, give Oxtails written notice of any such claim, the authority to control the defense and/or settlement of any such claim, and reasonable cooperation and assistance with respect to such matters. Although Ackeeox may participate in any such action or proceeding at its own expense with counsel of its own choosing, Ackeeox represents and warrants that it shall not agree to the settlement of any such claim, action or proceeding without the prior written consent of Oxtails.
Indemnity; Assumption of Risk. To the fullest extent permitted by law, the Borrower shall defend, indemnify and hold harmless each of the Bank and the Custodian, and their respective officers, directors, agents, employees, members and affiliated companies (collectively, the “Indemnitees”), from and against all claims, judgments, damages, losses, penalties, liabilities, costs and expenses of investigation and defense of any claim and of any good faith settlement of whatever kind or nature, contingent or otherwise, matured or unmatured, foreseeable or unforseeable, including, without limitation, reasonable attorneys’ fees and expenses, any of which are incurred at any time as a result of, or in connection with, the entering into of this Agreement or the transactions contemplated thereby.
Indemnity; Assumption of Risk. Customer agrees to fully indemnify and hold harmless the Company, and its directors, officers, employees, advisors, controlling persons, affiliates and agents (indemnitees) against any and all costs, claims, demands, or suits, pending or threatened (including reasonable costs of defense, reasonable outside attorney's fees, expert witness fees, investigation and all other costs of litigation) for any and all bodily injury, death, destruction, property damage, or any other cost, damages or loss, regardless of whether where such injury, death, destruction, damage or loss is caused in whole or in part by Company (including negligence of the Company, or its directors, officers, employees, advisors, controlling persons, affiliates and agents ),except to the extent due to the negligence or willful misconduct of the indemnitees, which in whole or in part, arises out of, results from, or relates to the use, operation, condition, rental, or presence of the Equipment by Customer or condition or presence of the Equipment with Customer, including any claim arising out of strict liability in tort. The Customer and its insurers will also fully indemnify and hold harmless the Company, and its directors, officers, employees, advisors, controlling persons, affiliates and agents from any and all expenses, including reasonable outside attorney’s fees, expert witness fees, investigation and all other costs of litigation or pre- litigation activity, incurred by the Company in pursuing or enforcing this indemnity provision and/or its status as an additional insured as referenced in Paragraph 3 of this Agreement. Customer agrees that the Equipment is, by virtue of its size and nature, potentially dangerous. Operation of the Equipment will expose the Customer, its authorized operators and any other persons in proximity to the Equipment to risk (all such individuals are referred to herein as a "Person at Risk"). These risks, including serious bodily injury or death, cannot be completely identified, quantified, minimized, prevented or eliminated. Customer, on behalf of itself and all Persons at Risk, accepts and fully assumes any and all risks and the possibility of personal injury, death, disability, property damage or loss resulting from operation of the Equipment and hereby agrees to fully indemnify and hold harmless the Company and its directors, officers, employees, advisors, controlling persons, affiliates and agents against any and all such costs, claims, demands, or suits, p...
