Indemnity by Xxxxxxxx. Borrower agrees to indemnify, save and --------------------- hold harmless each Creditor and their respective parent corporations, Subsidiaries, directors, officers, agents, attorneys and employees (collectively the "Indemnitees") from and against: (a) Any and all claims, demands, actions or ----------- causes of action that are asserted against any Indemnitee by any Person (other ----- than any Indemnitee or any Party) if the claim, demand, action or cause of ---- action directly or indirectly relates to a claim, demand, action or cause of action that such Person asserts or may assert against Borrower, any Affiliate of Borrower or any officer, director or shareholder of Borrower, provided that the -------- same relates to or arises from this Agreement, any other Loan Document, or any transaction contemplated hereunder or thereunder; (b) Any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than any Indemnitee or any Party) if the claim, demand, action ----- ---- or cause of action arises out of or relates to the Commitment, the use or contemplated use of proceeds of any Loan or Letter of Credit, or the relationship of Borrower and the Creditors under this Agreement; (c) Any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clauses (a) or (b) above; and (d) Any and all liabilities, losses, costs or expenses (including reasonable attorneys' fees and out-of-pocket expenses of --------- legal counsel to any Indemnitee including, without duplication, the allocated cost of internal counsel for such Indemnitee) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to -------- indemnification for any loss caused by its own gross negligence or willful misconduct. If any such claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower in writing, but the failure to so promptly notify Borrower shall not affect Borrower's obligations under this Section. Any obligation or liability of Borrower to any Indemnitee under this Section shall survive the expiration or termination of this Agreement and the repayment of all Loans and the payment and performance of all other Obligations.
Indemnity by Xxxxxxxx. The Customer must indemnify SunWater against each claim, action, proceeding, judgment, damage, loss, expense or liability incurred or suffered by or brought or made or recovered against SunWater arising out of the circumstances in which the Customer releases SunWater under clause 18.3.
Indemnity by Xxxxxxxx. Borrower will indemnify, save, defend, and hold harmless Lender and its respective Affiliates, directors, officers, shareholders, agents, attorneys, and employees (collectively, the “indemnitee”) from and against: (a) any and all claims, demands, actions, or causes of action that are asserted against any indemnitee by any Person if the claim, demand, action, or cause of action relates to a claim, demand, action, or cause of action that the Person asserts or may assert against Borrower, any Guarantor, the Business or any of the Collateral, (b) any and all claims, demands, actions or causes of action that are asserted against any indemnitee if the claim, demand, action or cause of action directly or indirectly relates to the failure of Borrower, any Guarantor or any other Person to perform or comply with any of the terms, covenants or provisions of this Loan Agreement or of any of the other Loan Documents, (c) any litigation concerning the Loan Documents, or any interest of grantor or beneficiary therein, (d) any dispute, including disputes as to the disbursement of proceeds of the Note not yet disbursed or held in a Cash Collateral Reserve, (e) any action brought by Lender under the Note or the other Loan Documents, whether or not such action is prosecuted to a final, non-appealable judgment, (f) any and all claims, demands, actions or causes of action that are asserted against any indemnitee if the claim, demand, action or cause of action directly or indirectly relates to any failure of condition or any other breach or default under any Governmental Requirement applicable to Borrower, any Guarantor, the Business or any of the Collateral, (g) any administrative or investigative proceeding by any Governmental Authority directly or indirectly related to a claim, demand, action or cause of action described in clauses (a), (b), or (f) above, and (h) any and all liabilities, losses, costs, or expenses (including reasonable attorneys’ fees, expenses and disbursements) that any indemnitee suffers or incurs as a result of any of the foregoing. Notwithstanding the foregoing, it is the express intention of the parties hereto that each indemnitee shall be indemnified from and held harmless against ANY AND ALL LOSSES, LIABILITIES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, DISBURSEMENTS, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR RESULTING FROM THE SOLE CONTRIBUTORY OR ORDINARY NEGLIGENCE OF SUCH INDEMNITEE BUT NOT FROM THE GROSS NEGLIGENC...
Indemnity by Xxxxxxxx. The Customer must indemnify Fitzroy River Water against each claim, action, proceeding, judgment, damage, loss, expense or liability incurred or suffered by or brought or made or recovered against Fitzroy River Water arising out of the circumstances in which the Customer releases Fitzroy River Water under clause 18.3.
Indemnity by Xxxxxxxx. The Borrower will, to the fullest extent permitted by law, protect, indemnify and save the Issuer and Trustee and their officers, agents, directors, and employees and any Person who controls the Issuer or Trustee within the meaning of the Securities Act of 1933, as amended, harmless from and against all liabilities, losses, damages, reasonable costs, and expenses (including reasonable attorneys’ fees and expenses of the Trustee and the Issuer), taxes, causes of action, suits, claims, demands and judgments of any nature arising from:
Indemnity by Xxxxxxxx. Whether or not the transactions contemplated hereby are consummated, Xxxxxxxx agrees to indemnify, save and hold harmless each Administrative Agent- Related Person, each other Agent, each Person identified on the cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner and each Lender and their respective Affiliates and their and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively the “Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors;
Indemnity by Xxxxxxxx. Borrower agrees to indemnify, save and hold harmless the Agent, the Issuing Lender, the Swing Line Lender, the Arrangers and each Lender and their respective Related Parties (collectively the “Indemnitees”) from and against: (a) any and all claims, demands, actions or causes of action if the claim, demand, action or cause of action arises out of or relates to any act or omission (or alleged act or omission) of Borrower, its Affiliates or any of its officers, directors or stockholders relating to the Commitment, the use or contemplated use of proceeds of any Loan, or the relationship of Borrower and the Lenders under this Agreement; (b) any administrative or investigative proceeding by any Governmental Agency arising out of or related to a claim, demand, action or cause of action described in clause (a) above; and (c) any and all liabilities, losses, reasonable costs or expenses (including reasonable attorneys’ fees and the reasonably allocated costs of attorneys employed by any Indemnitee and disbursements of such attorneys and other professional services) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no Indemnitee shall be entitled to indemnification for any loss caused by its own gross negligence or willful misconduct (determined to be so by a nonappealable, final determination of a court of competent jurisdiction) or for any loss asserted against it by another Indemnitee. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect Borrower’s obligations under this Section unless such failure materially prejudices Borrower’s right to participate in the contest of such claim, demand, action or cause of action, as hereinafter provided. Such Indemnitee may (and shall, if requested by Xxxxxxxx in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action and shall permit Borrower to participate in such contest. Such Indemnitee shall act reasonably and in good faith in dealing with such claim, demand, action or cause of action, including in electing whether to offer or accept any settlement or compromise of such claim, demand, action or cause of action. Borrower shall have the burden of establishing the lack of good faith or reasonableness of such Indemnitee. Any Indemnitee that proposes ...
Indemnity by Xxxxxxxx xxx..................................... 54
Indemnity by Xxxxxxxx. 66 Co. (a) Xxxxxxxx 66 Co. shall indemnify the Indemnified Parties for all Losses resulting from:
Indemnity by Xxxxxxxx. Xxxxxxxx will indemnify and hold NuPathe, its directors, officers, employees and agents harmless against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees) resulting from any third party claims made or suits brought against NuPathe which arise from an act or failure to act by Xxxxxxxx or Xxxxxxxx’x breach of any of its representations, warranties or agreements contained herein.
