Common use of Indemnity Clause in Contracts

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which 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.

Appears in 16 contracts

Samples: Senior Secured Loan Agreement (R&b Falcon Corp), Senior Secured Loan Agreement (R&b Falcon Corp), Senior Secured Loan Agreement (R&b Falcon Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower further agrees to indemnify defend, pay protect, indemnify and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, harmless Lender and each of their its Affiliates and participants and each of the respective officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from attorneys and against any all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever consultants (including, without limitation, the fees and disbursements of counsel for such Indemnitees those retained in connection with the satisfaction or attempted satisfaction of any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by of the conditions set forth in Article IV) of each of the foregoing (collectively called the “Indemnitees”) from and against any and all Liabilities and Costs imposed on, incurred by, or asserted against that Indemnitee such Indemnitees (whether based on any federal or state laws or other statutory regulations, including, without limitation, securities and commercial laws and regulations, under common law or in equity, and based upon contract or otherwise, including any Liabilities and Costs arising as a result of a “prohibited transaction” under ERISA to the extent arising from or in connection with the past, present or future operations of Borrower) in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes Security Instrument or the other Loan Documents, or any act, event or transaction related or attendant thereto, the Mortgage, the Lender's agreement to make making of and participation in the Loan and the management of the Loan, or the use or intended use of any of the proceeds of the Loan hereunder or (collectively, the Transactions (the "indemnified liabilities" “Indemnified Matters”); provided, however, that the Company Borrower shall not have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities ( i a) matters for which such Indemnitee has been compensated pursuant to or for which an exemption is provided in any provision of this Agreement, and (b) Indemnified Matters to the extent such is finally judicially determined to have resulted solely caused by or resulting from (A) the willful misconduct or gross negligence or willful misconduct of that Indemnitee or (B) the failure Indemnitee, as determined by a court of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document competent jurisdiction. To the extend extent that the undertaking to 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 Company Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all indemnified liabilities Indemnified Matters incurred by the Indemnitees or any of them Indemnitees.

Appears in 14 contracts

Samples: Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.)

Indemnity. In addition The Borrower, Holdings and the other Loan Parties further agree, jointly and severally, to the payment of expenses pursuant to Section 7.2 defend, whether or not the transactions contemplated hereby shall be consummated protect, the Company agrees to indemnify, pay indemnify and hold harmless the Administrative Agent and the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their respective Affiliates and their respective officers, directors, employees, attorneys and agents, agents (collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements expenses of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee Indemnitees shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, such Indemnitees in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, Agreement or any other Loan Document (collectively the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities" “Indemnified Matters”); provided, however, that neither the Company Borrower, Holdings or any Loan Party shall have no an obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely Indemnified Matters caused or resulting from ( A a) a dispute among the Lender or a dispute between the Lender and the Administrative Agent or (b) the willful misconduct or gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend that If the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of violates any law or public policy, the Company Borrower, Holdings and the other Loan Parties shall contribute the maximum portion which it is permitted to pay and satisfy under the applicable law law, to the payment and satisfaction of all indemnified liabilities Indemnified Matters incurred by Indemnities. This Section 10 shall survive the Indemnitees payment of the Obligations and the termination of this Agreement or any of them. other Loan Document. [Signature Pages Follow]

Appears in 5 contracts

Samples: Forbearance Agreement (Delta Petroleum Corp/Co), Amended and Restated Forbearance Agreement (Delta Petroleum Corp/Co), Forbearance Agreement (Delta Petroleum Corp/Co)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby The Makers shall be consummated, the Company agrees to indemnify, pay jointly and severally indemnify and hold harmless the Lender, the Collateral Agent its successors, the Trustee assigns, agents and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any and all other liabilities claims, obligations actions, losses suits, proceedings, costs, expenses, damages, penalties fines, actions penalties and liabilities, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever ( including, without limitation, the reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative costs, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from arising out of, connected with with or resulting from (a) this Note or any of the other Loan Instruments, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, (b) the Lender 's agreement to make the Loan ’s preservation or the use or intended use attempted preservation of any of the proceeds collateral taken pursuant to any of the Loan hereunder Instruments, and/or (c) any failure of the security interests and liens granted to the Lender pursuant to the Loan Instruments to be or to remain perfected or to have the Transactions ( priority as contemplated herein and in the "indemnified liabilities") Loan Instrument; provided, however, the Makers shall not have any obligation to indemnify the Lender for any such claims, actions, suits, proceedings, costs, expenses, damages, fines, penalties and/or liabilities to the extent the same have been caused by or have arisen solely and completely from any gross negligence or willful misconduct committed by the Lender. At the Lender’s request, the Makers shall, at their own cost and expense, defend or cause to be defended any and all such actions or suits that may be brought against the Lender and, in any event, shall satisfy, pay and discharge any and all judgments, awards, penalties, costs and fines that may be recovered against the Lender in any such action, plus all attorneys’ fees and costs related thereto to the extent permitted by applicable law; provided, however, that the Company Lender shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities give the Makers ( i) to the extent the Lender seeks indemnification from the Makers under this section) prompt written notice of any such is finally judicially determined claim, demand or suit after the Lender has received written notice thereof, and the Lender shall not settle any such claim, demand or suit, if the Lender seeks indemnification therefor from the Makers, without first giving notice to have resulted solely from (A) the gross negligence or willful misconduct Makers of that Indemnitee or (B) the failure Lender’s desire to settle and obtaining the consent of such Indemnitee the Makers to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the same, which consent the Makers hereby agree not to unreasonably withhold. All obligations of any Indemnitee the Makers under any Loan Document. To the extend that the undertaking to 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 Company this section shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to survive the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them Note.

Appears in 5 contracts

Samples: Sypris Solutions Inc, Sypris Solutions Inc, Sypris Solutions Inc

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents, affiliates ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall the Pledgee be liable, in the absence of law gross negligence or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 4 contracts

Samples: Securities Account Control Agreement (Infousa Inc), Securities Account Control Agreement (Infousa Inc), Securities Account Control Agreement (Infousa Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender, the Collateral Agent, the Security Trustee and any Holder of the Secured Notes and holder of the Notes its respective successors, and each of their officers, directors assigns, employees, agents and agents affiliates (individually an “Indemnitee”, (collectively called and an collectively, the "Indemnitees"), harmless “Indemnities”) from and against any and all other liabilities obligations, obligations damages, injuries, penalties, claims, demands, losses, damages judgments and liabilities (including, without limitation liabilities for penalties ) of whatsoever kind or nature, actions, judgments, suits, claims, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements disbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Pledge Agreement or the exercise by any Indemnitee of any kind right or nature whatsoever remedy granted to it hereunder or under any other Security Document (but excluding any obligation, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the fees extent incurred or arising by reason of gross negligence or wilful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and disbursements non-appealable decision)). In no event shall the Security Trustee hereunder be liable, in the absence of counsel for such Indemnitees gross negligence or wilful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), of or any matter or thing in connection with this Pledge Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligation of any investigative Pledgor under this Section 14 are unenforceable for any reason, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement Pledgor hereby agrees to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 14 shall continue in full force and effect notwithstanding the full payment and fulfillment of all indemnified liabilities incurred by the Indemnitees or any of them obligations under the Senior Finance Documents and notwithstanding the discharge thereof.

Appears in 4 contracts

Samples: Pledge and Security Agreement (Wakefield Cable Communications LTD), Pledge and Security Agreement (Wakefield Cable Communications LTD), Pledge and Security Agreement (Wakefield Cable Communications LTD)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender, the Collateral Agent, the Security Trustee and any Holder of the Secured Notes and holder of the Notes its respective successors, and each of their officers, directors assigns, employees, agents and agents affiliates (individually an “Indemnitee”, (collectively called and an collectively, the "Indemnitees"), harmless “Indemnities”) from and against any and all other liabilities obligations, obligations damages, injuries, penalties, claims, demands, losses, damages judgments and liabilities (including, without limitation liabilities for penalties ) of whatsoever kind or nature, actions, judgments, suits, claims, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements disbursements, including reasonable attorneys’ fees and expenses, in each case arising out of or resulting from this Pledge Agreement or the exercise by any Indemnitee of any kind right or nature whatsoever remedy granted to it hereunder or under any other Security Document (but excluding any obligation, damages, injuries, penalties, claims, demands, losses, judgments and liabilities (including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the fees extent incurred or arising by reason of gross negligence or wilful misconduct of such Indemnitee (as determined by a court of competent jurisdiction in a final and disbursements non-appealable decision)). In no event shall the Security Trustee hereunder be liable, in the absence of counsel for such Indemnitees gross negligence or wilful misconduct on its part (as determined by a court of competent jurisdiction in a final and non-appealable decision), of or any matter or thing in connection with this Pledge Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligation of any investigative Pledgor under this Section 14 are unenforceable for any reason, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement Pledgor hereby agrees to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 14 shall continue in full force and effect notwithstanding the full payment and fulfilment of all indemnified liabilities incurred by the Indemnitees or any of them obligations under the Senior Finance Documents and notwithstanding the discharge thereof.

Appears in 4 contracts

Samples: Pledge and Security Agreement (Wakefield Cable Communications LTD), Pledge and Security Agreement (Wakefield Cable Communications LTD), Pledge and Security Agreement (Wakefield Cable Communications LTD)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Security Agreement, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which 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.

Appears in 4 contracts

Samples: Senior Secured Loan Agreement (R&b Falcon Corp), Senior Secured Loan Agreement (RBF Finance Co), Senior Secured Loan Agreement (R&b Falcon Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby (a) The Parties shall be consummated, the Company agrees to jointly and severally indemnify, pay defend and hold harmless the Lender Escrow Agent and its affiliates and their respective successors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers assigns, directors, employees, agents and agents, employees ( collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties , actions , judgments, suits settlements, claims litigation, costs investigations, costs or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements expenses of outside counsel for such Indemnitees and experts and their staffs and all expense of document location, duplication and shipment)(collectively “Losses”) arising out of or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out (i) the Escrow Agent’s execution and performance of this Agreement, the Notes tax reporting or withholding, the Mortgage, the Lender's agreement to make the Loan or the use or intended use enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the proceeds Indemnitee, except in the case of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an any Indemnitee hereunder with respect to indemnified liabilities (i) to the extent that such is Losses are finally judicially determined adjudicated by a court of competent jurisdiction to have resulted solely from (A) been primarily caused by the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law , or (ii) in connection with its following any instructions or directions, whether joint or singular, from the Parties, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The indemnity obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless set forth in this Section 8(a) shall survive the preceding sentence may be unenforceable because it is violative resignation, replacement or removal of the Escrow Agent or the termination of this Agreement. (b) The Parties hereby grant the Escrow Agent a lien on, right of set-off against and security interest in, the Fund for the payment of any law claim for indemnification, fees, expenses and amounts due to the Escrow Agent or public policy an Indemnitee. In furtherance of the foregoing, the Company Escrow Agent is expressly authorized and directed, but shall contribute not be obligated, to charge against and withdraw from the maximum portion which it is permitted to pay and satisfy under applicable law Fund for its own account or for the account of an Indemnitee any amounts due to the payment and satisfaction Escrow Agent or to an Indemnitee under either Sections 6(a), 7 or 8(a) of all indemnified liabilities incurred by the Indemnitees or any of them this Agreement.

Appears in 3 contracts

Samples: Form of Escrow Agreement (Xstream Systems Inc), Form of Escrow Agreement (Xstream Systems Inc), Form of Escrow Agreement (Xstream Systems Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated Distributor and Owner (in this capacity "Indemnitor") do hereby and shall be consummated, the Company agrees to indemnify, pay at all times indemnify and hold harmless the Lender other parties, the Collateral Agent, the Trustee their successors and any Holder of the Secured Notes and holder of the Notes assignees, and each of their all officers, directors, employees, and agents, attorneys and employees of the foregoing ( herein collectively called the referred to as "Indemnitees" ), harmless ) from and against any and all other liabilities costs, obligations claims, charges, recoveries, losses, expenses (including, but not limited to, attorneys' fees and disbursements), liabilities, damages , judgments, settlements, injunctions, compromises, penalties, actions, judgments, suits, claims, costs, expenses and disbursements decrees or any other loss of any kind or nature whatsoever ( all referred to herein as "Loss") which may be made, asserted, maintained or secured against, or suffered by, any Indemnitee caused by or arising out of any breach by the Indemnitor of any of its representations warranties, agreements or undertakings herein, including, without limitation, any consequential or special damages proximately caused by the fees and disbursements foregoing. Indemnitees agree to give Notice to the Indemnitor of counsel for such Indemnitees in connection with any investigative claim, administrative demand or judicial proceeding commenced action which is or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, subject to this section ("Claim") promptly after obtaining knowledge thereof and shall on request make available to the Indemnitor all documents relating to or arising out of this Agreement the Claim, but failure to give Notice shall not affect the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations right of any Indemnitee under any Loan Document. To to indemnification herein if the extend Indemnitee can establish that the undertaking Indemnitor is not prejudiced by such failure. Promptly upon receipt of such Notice or upon obtaining knowledge of any Claim, the Indemnitor agrees to indemnify, pay assume the defense of the Claim on behalf of itself and hold harmless set forth Indemnitees at the sole cost of the Indemnitor. The Indemnitees or each of them shall have the right to participate in the preceding sentence may be unenforceable because it is violative defense of any law or public policy Claim through counsel of their choice at their own expense. If the Indemnitor fails to promptly assume the defense of any Claim, the Company shall contribute the maximum portion which 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 them may do so and the Indemnitor shall promptly reimburse the Indemnitees for all costs and expenses (including, but not limited to attorney's fees and disbursements) incurred in connection therewith as such are incurred; in such case the Indemnitees shall not settle or compromise any Claim without the Consent of the Indemnitor, such Consent not to be unreasonably withheld. If the Indemnitor shall fail to so reimburse the Indemnitees, then, without waiving their rights otherwise to enforce such reimbursement, the Indemnitor shall, on behalf of the Indemnitees, have the right to deduct the said amount of such payments, costs and expenses, or any part thereof, from any sums accruing to or for the account of the Indemnitor under this Agreement. ARTICLE 7TERMINATION, DEFAULTS

Appears in 3 contracts

Samples: Distribution Agreement (Seven Arts Pictures PLC), Distribution Agreement (Seven Arts Pictures PLC), Distribution Agreement (Seven Arts Pictures PLC)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Grantor agrees to indemnify, pay reimburse and hold the Lender Trustee, the Collateral Agent, the Trustee Holders and any Holder of the Secured Notes and holder of the Notes, and each of their respective officers, directors, employees partners, members, employees and agents, representatives ( collectively called the "Indemnitees" ), ) harmless from any and against any all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, costs or expenses or disbursements (including attorneys' fees and disbursements of any expenses) for whatsoever kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, or incurred by any of the Indemnitees in any manner resulting from, connected with, in respect of, way relating to or arising out of this Security Agreement , any other Security Agreement, the Indenture, the Notes, the Mortgage Guarantees, the Lender's agreement to make Intercreditor Agreement, the Loan Registration Rights Agreement or the use or intended use of any of the proceeds transactions contemplated hereby or thereby. The obligations of Grantor under this Section 9.1 shall be secured hereby and shall survive payment and performance or discharge of the Loan hereunder Obligations and the termination of this Security Agreement for the two years following such payment and performance or the Transactions (the "indemnified liabilities") discharge; provided provided that, however, that the Company shall have no obligation if during such two year period any Indemnitee gives notice to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations Grantor of any Indemnitee potential claim under this Section 9.1, then this Section 9.1 shall survive indefinitely until any Loan Document. To the extend that the undertaking such potential claim is resolved in a manner satisfactory to 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 Company shall contribute the maximum portion which 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 Trustee.

Appears in 3 contracts

Samples: Security Agreement (New Cf&i Inc), Security Agreement (New Cf&i Inc), Security Agreement (New Cf&i Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 10.02 hereof, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, each Agent and each of their Bank and the officers, directors, employees, and agents, advisors and affiliates of each of them (collectively called the "Indemnitees" ), ) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees reasonable fees, expenses 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's Banks' agreement to make the Loan Loans or the use or intended use of the proceeds of any of the proceeds of the Loan Loans hereunder or the Transactions (the "indemnified liabilities"); provided provided that, however, that the Company shall have no obligation to an any Indemnitee hereunder with respect to indemnified liabilities (i) to the extent that such is finally judicially determined to have resulted solely indemnified liabilities arose from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy policy or otherwise, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them.

Appears in 3 contracts

Samples: Credit Agreement (Textron Inc), Credit Agreement (Textron Inc), Credit Agreement (Textron Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 8.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, the Company Borrower agrees to indemnify, pay exonerate, defend, pay, and hold the harmless Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes any interest in this Agreement, and each of their the officers, directors, employees, and agents, agents of and counsel to Lender and such holders (collectively called the " Indemnitees "), harmless ” and individually as “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative investigation, administrative administrative, or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee shall be designated as a party thereto), which that may be suffered by imposed on, incurred by, or asserted against that such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement the Revolving Credit Facility Commitment, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder Loans or the Transactions consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Lender and its counsel (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely Indemnified Liabilities arising from (A) the gross negligence or willful misconduct of that any such Indemnitee. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall be reasonably satisfactory to the Indemnitee or (B) intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations defense of any Indemnitee under any Loan Document such action, writ, or proceeding. To the extend extent that the undertaking to indemnify, pay pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company Borrower shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by each of the Indemnitees or any Indemnified Liabilities that is permissible under applicable law. The obligations of them Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Imperial Capital Group, Inc.), Credit Agreement (JMP Group Inc.), Amended and Restated Credit Agreement (JMP Group Inc.)

Indemnity. In addition The Note Issuer hereby covenants and agrees to --------- indemnify, defend and hold harmless the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated Delaware Trustee, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Certificate Trustee and the Originator and any Holder of the Secured Notes and holder of the Notes, and each of their respective affiliates, officers, directors, employees, employees and agents, agents ( collectively called the " Indemnitees Indemnified Persons" ), harmless ) from and against any and all other liabilities losses, obligations claims, losses taxes, damages, penalties, actions, judgments, suits, claims, costs, expenses (including legal fees and disbursements expenses) and liabilities (including liabilities under state or federal securities laws) of any kind or and nature whatsoever ( including collectively, without limitation, the 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 as a party thereto "Expenses"), which may be suffered by to the extent that such Expenses arise out of or are imposed on, incurred by, upon or asserted against that Indemnitee such Indemnified Persons with respect to the creation, in any manner resulting from, connected with, in respect of, relating to operation or arising out termination of this Agreement the Trust, the Notes execution, delivery or performance of the Mortgage, the Lender's agreement to make the Loan Trust Agreement or the use transactions contemplated thereby, or intended use of any the failure of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") Note Issuer to perform its obligations hereunder; provided, however, that the Company shall have no obligation Note -------- ------- Issuer is not required to an Indemnitee hereunder with respect to indemnified liabilities (i) to indemnify any Indemnified Person for any Expenses that result from the extent such is finally judicially determined to have resulted solely from (A) the willful misconduct or gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the Indemnified Person. The obligations of any Indemnitee under any Loan Document. To the extend that Note Issuer to indemnify the undertaking to indemnify, pay Indemnified Persons as provided herein and hold harmless set forth in the preceding sentence may be unenforceable because it is violative Trust Agreement shall survive the termination of any law the Trust Agreement or public policy, the Company shall contribute resignation or removal of the maximum portion which it is permitted to pay and satisfy under applicable law to Delaware Trustee or the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them Certificate Trustee.

Appears in 3 contracts

Samples: Fee and Indemnity Agreement (Sce Funding LLC), Fee and Indemnity Agreement (Sdg&e Funding LLC a De Limited Liability Co), Pg&e Funding LLC

Indemnity. In addition The Seller shall pay all wages, payroll taxes and fringe benefits (including accrued vacation pay to the payment extent actually earned) as well as social security, unemployment compensation, health, life and disability insurance and pension fund contributions, if any, of expenses pursuant to Section 7.2 the Employees through the Closing Date, whether or not the transactions contemplated hereby shall be consummated provided, that, the Company agrees Seller shall have no liability or obligation to pay for any sick pay or accrued but unearned vacation pay. The Seller shall indemnify, pay defend and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), Buyer harmless from and against any and all other liabilities claims, obligations actions, suits, demands, proceedings, losses, expenses, damages, penalties obligations and liabilities (including costs of collection, attorney’s fees and other costs of defense) made by an Employee to the extent relating to an event occurring prior to or an obligation relating to a period prior to the Closing Date, provided that such indemnity shall not apply with respect to any losses incurred by the Buyer with respect to the amount of employee expenses that have been prorated under subsection 10.1(m) or such matters for which Manager would be liable to the Seller under the Management Agreement. The Buyer shall indemnify, defend and hold the Seller harmless from and against any and all claims, actions, judgments, suits, claims demands, costs proceedings, expenses losses, expenses, damages, obligations and disbursements liabilities (including costs of any kind or nature whatsoever (including collection, without limitation, the attorney’s fees and disbursements other costs 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or defense) arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use otherwise in respect of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct termination of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) Employees in connection with the obligations transactions contemplated by this Agreement; (ii) failure of the Buyer (or its manager) to continue the employment of any Indemnitee under any Loan Document. To Transferred Employee on the extend that same terms and conditions as said employee enjoys on the undertaking to indemnify, pay and hold harmless day immediately preceding the Closing Date; (iii) a breach by the Buyer of the covenants set forth in subsection 4.3(b); (iv) failure of the preceding sentence may be unenforceable because it is violative of Buyer to comply with its obligations including, but not limited to, any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law statutory obligations with respect to the payment and satisfaction of all indemnified liabilities incurred Transferred Employees; (v) any claim made by any Employee for severance pay; or (vi) any claim made by any Employee arising with respect to acts or omissions at the Indemnitees Property which acts or any of them omissions occurred on or after the Closing Date.

Appears in 3 contracts

Samples: Agreement of Purchase and Sale (Interstate Hotels & Resorts Inc), Agreement of Purchase and Sale (Interstate Hotels & Resorts Inc), Agreement of Purchase and Sale (Interstate Hotels & Resorts Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated The Trustee, the Company agrees to indemnify, pay Agents and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees agents and employees (each of the foregoing, an "Indemnified Person") shall be indemnified by the Servicer and agents, (collectively called the "Indemnitees"), Depositor and held harmless from and against any all other liabilities loss, obligations liability, losses, damages, penalties, actions, judgments, suits, claims, costs, or expense (including reasonable attorneys' fees and expenses and disbursements expenses of any kind litigation) arising out of or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees incurred in connection with any investigative the acceptance or performance of the trusts and duties contained in this Agreement to the extent that (i) such loss, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by liability, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any expense shall not have been incurred by reason of the proceeds Indemnified Person's willful misfeasance, bad faith, or negligence, and (ii) such loss, liability, or expense shall not have been incurred by reason of the Loan hereunder or the Transactions (the "indemnified liabilities") Trustee's breach of its representations and warranties pursuant to Section 13.14; provided, however, that the Company obligations of the Servicer in this Section 13.8 shall have no obligation to an Indemnitee hereunder survive such Servicer's termination with respect to indemnified liabilities (i) the performance of such Servicer prior to such Servicer's termination and provided, further, that if the Servicer fails to indemnify the Indemnified Person and their officers, directors, agents and employees pursuant to this Section 13.8, then such indemnity shall be provided by the Trust, but any amounts so payable to the extent Indemnified Person by the Trust pursuant to this Section 13.8 shall be payable on a Payment Date only after all payments required to be made on such is finally judicially determined date to the Certificateholders have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee been made, and, with respect to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify a successor Servicer, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy if any, the Company Servicing Fee has been paid. The provisions of this Section 13.8 shall contribute survive the maximum portion which it is permitted to pay termination of this Agreement and satisfy under applicable law to the payment and satisfaction resignation or removal of all indemnified liabilities incurred by the Indemnitees or any of them Trustee.

Appears in 3 contracts

Samples: Usaa Acceptance LLC, Usaa Acceptance LLC, Usaa Acceptance LLC

Indemnity. In addition to To the payment of expenses pursuant to Section 7.2 fullest extent permitted by applicable law, whether or not the transactions contemplated hereby GUC Trust Administrator Parties shall be consummated indemnified by the GUC Trust solely from the GUC Trust Assets or the Residual Wind-Down Assets, the Company agrees to indemnify as applicable, pay and hold the Lender for any losses, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations, losses claims, damages, penalties liabilities and expenses, actions including reasonable attorneys’ fees, judgments, suits, claims, costs, disbursements and related expenses and disbursements of any kind which the GUC Trust Administrator Parties may incur or nature whatsoever (including, without limitation, to which the fees and disbursements of counsel for such Indemnitees GUC Trust Administrator Parties may become subject in connection with any investigative action, administrative suit, proceeding or judicial proceeding commenced investigation brought by or threatened, whether threatened against one or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by more of the GUC Trust Administrator Parties on account of the acts or omissions in their capacity as, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect on behalf of, relating the GUC Trust Administrator; provided, however, that the GUC Trust shall not be liable to indemnify any GUC Trust Administrator Party for any act or omission arising out of this Agreement such GUC Trust Administrator Party’s respective actions that are determined by a Final Order of the Bankruptcy Court to be willful misconduct (including, but not limited to, conduct that results in a personal profit at the expense of the GUC Trust), gross negligence, fraud, malpractice, criminal conduct, unauthorized use of confidential information that causes damages, breach of fiduciary duty (to the extent applicable), or ultra vires acts. Notwithstanding any provision herein to the contrary, the Notes, GUC Trust Administrator Parties shall be entitled to obtain advances from the Mortgage, the Lender's agreement GUC Trust to make the Loan or the use or intended use cover their reasonable expenses of defending themselves in any action brought against them as a result of the proceeds acts or omissions, actual or alleged, of a GUC Trust Administrator Party in its capacity as such; provided, however, that the Loan hereunder GUC Trust Administrator Parties receiving such advances shall repay the amounts so advanced to the GUC Trust immediately upon the entry of a final, non-appealable judgment or order finding that such GUC Trust Administrator Parties were not entitled to any indemnity under the Transactions provisions of this Section 9.6. Any amounts payable to any GUC Trust Administrator Party pursuant to this Section 9.6 shall be satisfied as follows: ( i) first from the "indemnified liabilities" Wind-Down Budget Cash, (ii) second from the Other GUC Trust Administrative Cash, and (iii) third from the GUC Trust Distributable Assets as provided in Section 6.1(b); provided, however, that the Company use of GUC Trust Distributable Cash or the sale and/or borrowing against GUC Trust Distributable Assets as contemplated in clause (iii) of the foregoing shall have no obligation be subject to an Indemnitee hereunder with the prior approval by the Bankruptcy Court, as provided in Section 6.1(b)(iv). The foregoing indemnity in respect to indemnified liabilities (i) of any GUC Trust Administrator Party shall survive the termination of such GUC Trust Administrator Party from the capacity for which they are indemnified. For the avoidance of doubt, any claim, to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law related to the payment and wind-down of the Debtors’ affairs or the resolution or satisfaction of all indemnified liabilities incurred by the Indemnitees Residual Wind-Down Claims or any distribution of them the Residual Wind-Down Assets, or to the extent otherwise related to the Residual Wind-Down Assets, shall be satisfied in accordance with Section 6.13.

Appears in 3 contracts

Samples: Trust Agreement (Motors Liquidation Co), Trust Agreement (Motors Liquidation Co), Trust Agreement (Motors Liquidation Co)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company (a) The Borrower agrees to indemnify, pay defend and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes its participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and each of their all present and future officers, directors, employees, employees and agents, agents of the foregoing ( collectively called the " Indemnitees " ), harmless from and against (i) any and all other transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement or the making of the Loan, and (ii) any and all liabilities , obligations , losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees counsel) in connection with any investigative, administrative or judicial proceeding commenced or threatened proceedings, whether or not such Indemnitee shall be designated as a party thereto ) , which may be suffered by imposed on, incurred by, by or asserted against that such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, or in connection with the Notes, the Mortgage, the Lender's agreement to make making of the Loan and this Agreement or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company Borrower shall not have no obligation to an Indemnitee hereunder any indemnification obligations with respect to indemnified liabilities (i) to any liabilities, losses, damages, penalties, judgments, suits, claims, costs or expenses of the extent such is finally judicially determined to have resulted solely from (A) Lender which arise out of the gross negligence or willful misconduct of that Indemnitee the Lender. If any investigative, judicial or (B) administrative proceeding arising from any of the failure foregoing is brought against any Indemnitee, upon request of such Indemnitee, the Borrower, or counsel designated by the Borrower and reasonably satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in the manner directed by the Indemnitee, at the Borrower’s sole cost and expense. Each Indemnitee will use its reasonable best efforts to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) cooperate in connection with the obligations defense of any Indemnitee under any Loan Document such action, suit or proceeding. To If the extend that the foregoing undertaking to indemnify, pay defend and hold harmless set forth in the preceding sentence may be held to be unenforceable because it is violative of violates any law or public policy, the Company Borrower shall contribute nevertheless make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred each of the Indemnified Liabilities which is permissible under applicable law. The obligations of the Borrower under this Section 16 shall survive the termination of this Agreement and the discharge of the Borrower’s other obligations under this Agreement. (b) To the extent permitted by applicable law, the Indemnitees Borrower shall not assert, and hereby waives, any claim against the Lender and its affiliates, directors, employees, attorneys, agents or sub-agents, on any theory of liability, including, without limitation, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, as a result of or related to, this Agreement or any agreement or instrument contemplated hereby or referred to herein, the transactions contemplated hereby, the Loan or the use of them the proceeds thereof.

Appears in 2 contracts

Samples: Loan Agreement (Nationwide Health Properties Inc), Loan Agreement (Ventas Inc)

Indemnity. In addition to As a separate, additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes with the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Finance Parties (and each of their officers them) that, directors should the Guaranteed Amounts not be recoverable from any Guarantor under this Clause 18 (Guarantee and Indemnity) for any reason whatsoever (including, employees but without prejudice to the generality of the foregoing, by reason of any other provision of this Agreement being or becoming void, unenforceable or otherwise invalid under any applicable law) then, notwithstanding that it may have been known to that Finance Party, each Guarantor shall, as a sole, original and agents independent obligation, upon first written demand by the Facility Agent under Clause 18.1 ( collectively called the "Indemnitees" Guarantee), harmless from make payment of the Guaranteed Amounts by way of a full indemnity in such currency and otherwise in such manner as is provided for in this Agreement and shall indemnify the Finance Parties (and each of them) against any all other liabilities, obligations, losses , damages, penalties, actions, judgments, suits , claims, costs, charges and expenses and disbursements of any kind to which it may be subject or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees which they may incur under or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement , the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which 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 .

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (WPP PLC), Revolving Credit Facility Agreement (WPP PLC)

Indemnity. In addition Debtors hereby agree to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to jointly and severally --------- indemnify, pay protect, defend and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, save harmless Agent Bank and each of the Banks as well as their respective directors, trustees, officers , directors , employees, and agents, attorneys and stockholders ( collectively called individually an "Indemnified Party" and collectively, the " Indemnitees Indemnified Parties" ), harmless ) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments expenses or liabilities of any kind or nature from any investigations, suits, claims, costs demands or other proceedings, expenses and disbursements of any kind including reasonable counsel fees incurred in investigating or nature whatsoever (including defending such claim, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred any of them and caused by, or asserted against that Indemnitee relating to, in any manner arising out of, resulting from, or in any way connected with , in respect of, relating to : (i) the preparation or arising out administration of this Agreement, (ii) the Notes custody, the Mortgage preservation, the Lender's agreement to make the Loan use or operation of, or the use sale of, collection from or intended use other realization upon, any of the Intellectual Property Collateral, (iii) the exercise or enforcement of any of the proceeds rights, or the defense thereof, of the Agent Bank hereunder or under any of the Loan hereunder Documents, or (iv) the Transactions ( failure of the "indemnified liabilities"); Debtors to perform or observe any of the provisions hereof. It is provided, however, that the Company Debtors shall have no obligation not be obligated to indemnify, protect, defend or save harmless an Indemnitee hereunder with respect to indemnified liabilities (i) Indemnified Party if, and to the extent such is finally judicially determined to have resulted solely from extent, the loss, damage, expense or liability was caused by ( A a) the gross negligence or willful misconduct of that Indemnitee such Indemnified Party, or ( B b) the failure breach of such Indemnitee to perform its obligations under this Agreement or any other Loan Document by such Indemnified Party or (C) such Indemnitee's violation of law or (ii) in connection with the obligations breach of any Indemnitee under laws, rules or regulations by such Indemnified Party (other than those breaches of laws arising from any Loan Document Debtor's default). To In case any action shall be brought against any Indemnified Party based upon any of the extend above and in respect to which indemnity may be sought against Debtors, Agent Bank shall promptly notify Debtors in writing, and Debtors shall assume the defense thereof, including the employment of counsel selected by Debtors and reasonably satisfactory to Agent Bank, the payment of all costs and expenses and the right to negotiate and consent to settlement. Upon reasonable determination made by an Indemnified Party that such counsel would have a conflict representing such Indemnified Party and Debtors, the undertaking applicable Indemnified Party shall have the right to employ, at the expense of Debtors, separate counsel in any such action and to participate in the defense thereof. Debtors shall not be liable for any settlement of any such action effected without their consent, but if settled with Debtors' consent, or if there be a final judgment for the claimant in any such action, Debtors agree to indemnify, pay defend and hold save harmless set forth such Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. In the event that any Person is adjudged by a court of competent jurisdiction not to have been entitled to indemnification under this Section 8, it shall repay all amounts with respect to which it has been so adjudged. If and to the extent that the indemnification provisions contained in the preceding sentence may be this Section 8 are unenforceable because it is violative of for any law or public policy reason, the Company shall contribute Debtors hereby agree to make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations that is permissible under applicable law. The provisions of this Section 8 shall survive the termination of this Agreement, the repayment of the Bank Facilities and the assignment or subparticipation of all indemnified liabilities incurred by the Indemnitees or any portion of them the Bank Facilities.

Appears in 2 contracts

Samples: Trademark Security Agreement (Hammond Residential LLC), Trademark Security Agreement (Hammond Residential LLC)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor agrees to indemnify, pay indemnify and hold the Lender, harmless the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Agent and each of Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents servants (each an "Indemnitee"; collectively, (collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under the other Credit Documents or the Interest Rate Protection Agreements and Other Hedging Agreements (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the been incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with ). If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations that is permissible under applicable law.

Appears in 2 contracts

Samples: Certificate of Incorporation (Coinmach Corp), Certificate of Incorporation (Appliance Warehouse of America Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay --------- indemnify and hold harmless the Lender Pledgee, the Collateral Agent each other Secured Party and their respective successors, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors assigns, employees, agents and agents servants (individually an "Indemnitee", (collectively called and collectively, the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities (including liabilities for penalties) or expenses and disbursements of any whatsoever kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall any Indemnitee hereunder be liable, in the absence of law gross negligence or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, each Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Notes issued under the Credit Agreement, the termination of them all Hedging Agreements and Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof.

Appears in 2 contracts

Samples: Subsidiary Guaranty (Dominos Pizza Government Services Division Inc), Borrower Pledge Agreement (Dominos Pizza Government Services Division Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents, affiliates ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 2 contracts

Samples: Pledge and Security Agreement (General Maritime Corp/), Pledge and Security Agreement (General Maritime Corp/)

Indemnity. In addition to payments of the payment of expenses pursuant to Section 7.2 Liabilities, whether or not the transactions contemplated hereby shall be consummated, the Company Debtor agrees to indemnify, pay and hold harmless the Lender, the Collateral Agent, the Trustee Bank and any Holder holder of any of the Secured Notes and holder of the Notes Liabilities, and each of their the officers, directors, employees, agents and agents, affiliates of the Bank and such holders (collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs ), expenses and or disbursements of any kind or nature whatsoever (including, without limitation, 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes Liabilities, the Mortgage Bank’s relationship with Debtor, the Lender's agreement to make the Loan or the use or intended use of the proceeds of any of the proceeds of the Loan hereunder Liabilities or the Transactions any environmental matter (the "indemnified liabilities" “Indemnified Claims”); provided, however, provided that the Company Debtor shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities Indemnified Claims if it has been determined by a final decision ( i after all appeals and the expiration of time to appeal) to the extent by a court of competent jurisdiction that such is finally judicially determined to have resulted solely Indemnified Claims arose primarily from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking to 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 Company Debtor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them.

Appears in 2 contracts

Samples: Security Agreement (Segmentz Inc), Security Agreement (Segmentz Inc)

Indemnity. In addition to the payment of costs and expenses pursuant to Section 7.2, whether or not 8.04 hereof and the transactions contemplated hereby shall be consummated environmental indemnity pursuant to Section 5.03 hereof, the Company Borrower agrees to indemnify, pay defend and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes its participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and each of their all present and future officers, directors, employees, employees and agents, agents of the foregoing ( collectively called the "Indemnitees"), harmless from and against (i) any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement and the other Loan Documents or the making of the borrowings hereunder, and (ii) any and all liabilities , obligations , losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees counsel) in connection with any investigative, administrative or judicial proceeding commenced or threatened proceedings, whether or not such Indemnitee shall be designated as a party thereto ) , which may be suffered by imposed on, incurred by, by or asserted against that such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of or in connection with the making of the borrowings hereunder, this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Agreement and all other Loan Documents or the use or intended use of any of the proceeds of the Loan borrowings hereunder or the Transactions (the " indemnified liabilities Indemnified Liabilities"); provided, however, that the Company Borrower shall have no obligation not be required to an Indemnitee hereunder with respect to indemnified liabilities (i) indemnify the Indemnitees for any liabilities, losses, damages, penalties, judgments, suits, claims, costs or expenses to the extent caused by such is finally judicially determined to have resulted solely from (A) the Indemnitees' gross negligence or willful misconduct or by such Indemnitees' violation of that Indemnitee banking laws. If any investigative, judicial or (B) administrative proceeding arising from any of the failure foregoing is brought against any Indemnitee, upon request of such Indemnitee, the Borrower, or counsel designated by the Borrower and reasonably satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in the manner agreed upon by the Indemnitee and the Borrower, at the Borrower's sole cost and expense. Each Indemnitee will use its best efforts to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) cooperate in connection with the obligations defense of any Indemnitee under any Loan Document such action, suit or proceeding. To If the extend that the foregoing undertaking to indemnify, pay defend and hold harmless set forth in the preceding sentence may be held to be unenforceable because it is violative of violates any law or public policy, the Company Borrower shall contribute nevertheless make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by each of the Indemnitees or any Indemnified Liabilities which is permissible under applicable law. The obligation of them the Borrower under this Section 8.09 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Revolving Credit Loan Agreement (Aci Telecentrics Inc), Revolving Credit Loan Agreement (Aci Telecentrics Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 10.2, whether or not the transactions contemplated hereby shall be consummated, the Company each Credit Party agrees to defend (subject to Indemnitees' selection of counsel), indemnify, pay and hold harmless, each Agent and Lender and the Lender officers, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers partners, directors, trustees, employees, agents and agents Affiliates of each Agent and each Lender (each, (collectively called the an " Indemnitees Indemnitee"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") Indemnified Liabilities; provided, however, that the Company no Credit Party shall -------- have no any obligation to an any Indemnitee hereunder with respect to indemnified liabilities (i) any Indemnified Liabilities to the extent such is finally judicially determined to have resulted solely Indemnified Liabilities arise from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence this Section 10.3 may be unenforceable in whole or in part because it is they are violative of any law or public policy, the Company applicable Credit Party shall contribute the maximum portion which that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (Focal Communications Corp), Credit and Guaranty Agreement (Focal Communications Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 11.3, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold each of the Lender Lenders, the Collateral Agent Agents, the Trustee Co-Documentation Agents and any Holder holder of the Secured Notes and holder any of the Notes, and each of their respective officers, directors, employees, and agents, representatives, trustees, investment advisors and affiliates (collectively called the " Indemnitees INDEMNITEES"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, 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 as a party thereto ), ) which may be suffered by by, imposed on, incurred by, by or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes other Credit Documents, the Mortgage, the Lender's agreement Lenders' agreements to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, provided that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) Indemnified Liabilities to the extent such is liabilities are finally judicially determined to have resulted solely from (A) the gross negligence negligence, bad faith or willful misconduct recklessness of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them.

Appears in 2 contracts

Samples: Senior Credit Agreement (Wellman Inc), Wellman Inc

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 8.1 hereof, and irrespective of whether or not the transactions contemplated hereby shall be are consummated, the Company Borrower agrees to indemnify, pay exonerate, defend, pay, and hold harmless the Agent-Related Persons and the Lender , the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, -Related Persons (collectively called the " Indemnitees "), harmless ” and individually as “Indemnitee”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever ( including, without limitation, including the reasonable and documented fees and disbursements of one counsel for such Indemnitees in connection with any investigative investigation, administrative administrative, or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee shall be designated as a party thereto), which that may be suffered by imposed on, incurred by, or asserted against that such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement the Revolver Commitments, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder Loans or the Transactions consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company Borrower shall have no obligation hereunder to an any Indemnitee hereunder with respect to indemnified liabilities (i) to the extent that such is finally judicially determined Indemnified Liabilities are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted solely from (A) the gross negligence negligence, fraud, or willful misconduct of that such Indemnitee or (B) its Affiliates or the failure violation of the express terms of this Agreement by such Indemnitee or its Affiliates. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to perform its obligations a claim under any Loan Document or (C) such Indemnitee's violation the indemnification provisions of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document this Section 8.2. To the extend extent that the undertaking to indemnify, pay pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company Borrower shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred each of the Indemnified Liabilities that is permissible under applicable law or public policy. The obligations of Borrower under this Section 8.2 shall survive the termination of this Agreement and the discharge of Borrower’s other obligations hereunder. This Section 8.2 shall not apply with respect to Taxes, which shall be governed by the Indemnitees Section 10.11, other than any Taxes that represent liabilities, obligations, losses or any of them damages, arising from a non-Tax claim.

Appears in 2 contracts

Samples: Credit Agreement (Ares Commercial Real Estate Corp), Credit Agreement (Ares Commercial Real Estate Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated 9.5, the Company Borrower agrees to indemnify, pay defend and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Lender and each of their its respective participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees, employees and agents, agents ( collectively called the "Indemnitees"), harmless from and against (a) any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement and the other Loan Documents or the making of any Loans (except for income or franchise taxes based on the Lender's income) and (b) any and all liabilities , obligations , losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation limitations, the reasonable fees and disbursements of counsel for such Indemnitees counsel) in connection with any investigative, administrative or judicial proceeding commenced or threatened proceedings, whether or not such Indemnitee shall be designated as a party thereto ) , which may be suffered by imposed on, incurred by, by or asserted against that such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement or in connection with, the Notes, the Mortgage, the Lender's agreement to make the making of any Loans or entering into this Agreement or any other Loan Documents or the use or intended use of any of the proceeds of the Loan hereunder Loans or the Transactions (the "indemnified liabilities"); provided collection of Assets, excepting, however, that from the Company shall have no obligation foregoing any such liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses resulting from collection actions undertaken by the Lender, or by a replacement servicer appointed by the Lender, or the unlawful conduct, willful misconduct or gross negligence of an Indemnitee. If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon request of such Indemnitee, the Borrower, or counsel designated by the Borrower and satisfactory to an Indemnitee hereunder with respect to indemnified liabilities (i) the Indemnitee, will resist and defend such action, suit or proceeding to the extent such is finally judicially determined and in the manner directed by the Indemnitee, at the Borrower's sole cost and expense. Each Indemnitee will use its best efforts to have resulted solely from (A) cooperate in the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations defense of any Indemnitee under any Loan Document such action, suit or proceeding. To If the extend that the foregoing undertaking to indemnify, pay defend and hold harmless set forth in the preceding sentence may be held to be unenforceable because it is violative of violates any law or public policy, the Company Borrower shall contribute nevertheless make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the indemnified liabilities incurred by contemplated hereby which is permissible under applicable law. The obligations of the Indemnitees or any Borrower under this Section 9.6 shall survive termination of them this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Nco Portfolio Management Inc), Nco Portfolio Management Inc

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated 9.5, the Company Borrower agrees to indemnify, pay defend and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Lender and each of their its respective participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees, employees and agents, agents ( collectively called the " Indemnitees " ), harmless from and against (a) any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement and the other Loan Documents or the making of any Loans (except for income or franchise taxes based on the Lender’s income) and (b) any and all liabilities , obligations , losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation limitations, the reasonable fees and disbursements of counsel for such Indemnitees counsel) in connection with any investigative, administrative or judicial proceeding commenced or threatened proceedings, whether or not such Indemnitee shall be designated as a party thereto ) , which may be suffered by imposed on, incurred by, by or asserted against that such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement or in connection with, the Notes, the Mortgage, the Lender's agreement to make the making of any Loans or entering into this Agreement or any other Loan Documents or the use or intended use of any of the proceeds of the Loan hereunder Loans or the Transactions (the "indemnified liabilities"); provided collection of Assets, excepting, however, that from the Company shall have no obligation foregoing any such liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses resulting from collection actions undertaken by the Lender, or by a replacement servicer appointed by the Lender, or the unlawful conduct, willful misconduct or gross negligence of an Indemnitee. If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon request of such Indemnitee, the Borrower, or counsel designated by the Borrower and satisfactory to an Indemnitee hereunder with respect to indemnified liabilities (i) the Indemnitee, will resist and defend such action, suit or proceeding to the extent such is finally judicially determined and in the manner directed by the Indemnitee, at the Borrower’s sole cost and expense. Each Indemnitee will use its best efforts to have resulted solely from (A) cooperate in the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations defense of any Indemnitee under any Loan Document such action, suit or proceeding. To If the extend that the foregoing undertaking to indemnify, pay defend and hold harmless set forth in the preceding sentence may be held to be unenforceable because it is violative of violates any law or public policy, the Company Borrower shall contribute nevertheless make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the indemnified liabilities incurred by contemplated hereby which is permissible under applicable law. The obligations of the Indemnitees or any Borrower under this Section 9.6 shall survive termination of them this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (NCO Group, Inc.), Credit Agreement (NCO Group, Inc.)

Indemnity. In addition to the payment of out-of-pocket costs and expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated 9.5, the Company Borrower agrees to indemnify, pay defend and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Lender and each of their its respective participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees, employees and agents, agents ( collectively called the " Indemnitees " ), harmless from and against (i) to the extent not included as Purchase Expenses, any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of this Agreement and the other Loan Documents or the making of any Loans, and (ii) any and all liabilities , obligations , losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation limitations, the reasonable fees and disbursements of counsel for such Indemnitees actually incurred) in connection with any investigative, administrative or judicial proceeding commenced or threatened proceedings, whether or not such Indemnitee shall be designated as a party thereto ) , which may be suffered by imposed on, incurred by, by or asserted against that such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement or in connection with, the Notes, the Mortgage, the Lender's agreement to make the making of any Loans or entering into this Agreement or any other Loan Documents or the use or intended use of any of the proceeds of the Loan hereunder Loans or the Transactions (the "indemnified liabilities"); provided collection of Assets, excepting, however, that from the Company shall have no obligation foregoing any such liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses resulting from collection actions undertaken by the Lender, or by a replacement servicer appointed by the Lender, or the willful misconduct or gross negligence of an Indemnitee. If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon request of such Indemnitee, the Borrower, or counsel designated by the Borrower and satisfactory to an Indemnitee hereunder with respect to indemnified liabilities (i) the Indemnitee, will resist and defend such action, suit or proceeding to the extent such is finally judicially determined and in the manner directed by the Indemnitee, at the Borrower’s sole cost and expense. Each Indemnitee will use its best efforts to have resulted solely from (A) cooperate in the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations defense of any Indemnitee under any Loan Document such action, suit or proceeding. To If the extend that the foregoing undertaking to indemnify, pay defend and hold harmless set forth in the preceding sentence may be held to be unenforceable because it is violative of violates any law or public policy, the Company Borrower shall contribute nevertheless make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all each of the indemnified liabilities incurred by contemplated hereby which is permissible under applicable law. The obligations of the Indemnitees or any Borrower under this Section 9.6 shall survive termination of them this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (West Corp), Credit Agreement (West Corp)

Indemnity. In addition Pool Parent agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender Collateral Agent from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature arising out of the performance of its duties hereunder, and (ii) to reimburse the Collateral Agent, the Trustee Landlord Representative and the Landlords for all reasonable costs and expenses, including reasonable attorneys' fees, growing out of or resulting from the exercise by the Collateral Agent of any Holder of right or remedy granted to it hereunder or under the Secured Notes Guarantee except, with respect to clauses (i) and holder of the Notes (ii) above, and each of their officers for those claims, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations demands, losses, damages judgments and liabilities arising from the Collateral Agent's gross negligence, penalties bad faith, actions fraud or willful misconduct. In no event shall the Collateral Agent be liable, judgments in the absence of gross negligence, suits bad faith, claims fraud or willful misconduct on its part, costs, expenses and disbursements of for any kind matter or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees thing in connection with this Agreement other than to account for moneys or other property actually received by it in accordance with the terms hereof or thereof. If and to the extent that the obligations of Pool Parent under this Section are unenforceable for any investigative reason, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement Pool Parent hereby agrees to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 2 contracts

Samples: Crestline Capital Corp, HMC Merger Corp

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby The Borrower shall be consummated, the Company agrees to indemnify, pay defend and hold harmless the Lender, Bank and the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, attorneys, affiliates, successors and assigns of the Bank ( collectively called collectively, the "Indemnitees" ), harmless ) from and against (a) any and all other transfer taxes, documentary taxes, assessments or charges made by any Governmental Authority by reason of the execution delivery, filing or recording of the Loan Documents or the making of the Loans, and (b) any and all liabilities , obligations , losses, damages, penalties, actions, judgments , suits , claims, costs, costs and expenses and disbursements of any kind or nature whatsoever ( including including reasonable attorneys' fees (to include outside counsel fees but exclude costs of in-house counsel)), without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any actual or threatened investigative, administrative or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee shall be designated as a party thereto), which thereto (and provided that such Indemnitee shall be entitled to select its own counsel in all such proceedings) that may be suffered by imposed on, incurred by, by or asserted against that such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement the Loan Documents, the Notes Loans, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions Loans (the " indemnified liabilities Indemnified Liabilities"); provided provided that (i) no Indemnitee shall have the right to be indemnified or held harmless hereunder for its own gross negligence or willful misconduct, however as determined by a final judgment of a court of competent jurisdiction, that and (ii) the Company Borrower shall have no obligation hereunder in respect of Indemnified Liabilities arising from a breach of any Loan Document by the Indemnitee making a claim hereunder. Without limiting the generality of the foregoing, the Borrower further agrees to an fully and promptly pay, perform, discharge, defend, indemnify and hold harmless each Indemnitee from and against any Environmental Damages; provided that the Borrower shall not have any obligation to any Indemnitee hereunder with respect to indemnified liabilities (i) any Environmental Damages to the extent such is finally judicially determined to have resulted Environmental Damages arise solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure as determined by a final judgment of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation a court of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document competent jurisdiction. To the extend extent that the undertaking to indemnify, pay indemnify and hold harmless set forth in the preceding sentence herein may be unenforceable because it is as violative of any law Applicable Law or public policy, the Company Borrower shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by each of the Indemnitees or any of them Indemnified Liabilities that is permissible under Applicable Law. All Indemnified Liabilities shall be payable on demand.

Appears in 2 contracts

Samples: Magna Entertainment Corp, Magna Entertainment Corp

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company The Equityholder agrees to indemnify, pay reimburse, defend and save and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their its officers, directors, employees, and trustees, agents, advisors and affiliates ( collectively called each, an “Indemnitee” and, collectively, the " Indemnitees "), ”) harmless from and against, and shall pay on demand, any and all Losses of whatsoever kind and nature imposed on, asserted against or incurred by any all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever the Indemnitees solely ( including, without limitation, the fees and disbursements of counsel for such Indemnitees a) in connection with any investigative, administrative the custody or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by preservation of, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect the sale of, relating collection from or other realization upon, any of the Issuer Pledged Collateral pursuant to the exercise or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use enforcement of any of the proceeds rights of the Loan hereunder Trustee hereunder, (b) in connection with the failure by the Equityholder to perform or observe any of the Transactions provisions hereof to be performed by it or ( c) arising out of or in connection with or resulting from this Pledge and Security Agreement and the "indemnified liabilities"); provided transactions contemplated hereby in respect of the Equityholder, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) excluding those arising out of the gross negligence or willful misconduct of that any Indemnitee. Each Indemnitee agrees to use its best efforts to promptly notify the indemnitor(s) of any assertion of any such liability, damage, injury, penalty, claim, demand, action, judgment or (B) the failure suit of which such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the has knowledge.The obligations of any Indemnitee under any Loan Document. To the extend that Equityholder in this Section 19.1 shall survive the undertaking termination of this Pledge and Security Agreement.The Trustee shall be entitled to indemnify all of the protections, pay immunities, indemnities, rights and hold harmless privileges of the Trustee set forth in the preceding sentence may be unenforceable because it is violative of any law Indenture, whether or public policy, the Company shall contribute the maximum portion which 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 not expressly stated herein.

Appears in 2 contracts

Samples: Pledge and Security Agreement (Theravance Biopharma, Inc.), Pledge and Security Agreement (Theravance Biopharma, Inc.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby The Makers shall be consummated, the Company agrees to indemnify, pay jointly and severally indemnify and hold harmless the Lender, the Collateral Agent its successors, the Trustee and any Holder of the Secured Notes and holder of the Notes assigns, and each of their officers, directors shareholders, agents and employees, and agents, (collectively called the "Indemnitees"), harmless from and against any and all other liabilities claims, obligations actions, losses suits, proceedings, costs, expenses, damages, penalties fines, actions penalties and liabilities, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever ( including, without limitation, the reasonable attorneys’ fees and disbursements of counsel for such Indemnitees in connection with any investigative costs, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from arising out of, connected with with or resulting from (a) this Note or any of the other Loan Instruments, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, (b) the Lender 's agreement to make the Loan ’s preservation or the use or intended use attempted preservation of any of the proceeds collateral taken pursuant to any of the Loan hereunder Instruments, and/or (c) any failure of the security interests and liens granted to the Lender pursuant to the Loan Instruments to be or to remain perfected or to have the Transactions ( priority as contemplated herein and in the "indemnified liabilities") Loan Instrument; provided, however, the Makers shall not have any obligation to indemnify the Lender for any such claims, actions, suits, proceedings, costs, expenses, damages, fines, penalties and/or liabilities to the extent the same have been caused by or have arisen solely and completely from any gross negligence or willful misconduct committed by the Lender. At the Lender’s request, the Makers shall, at their own cost and expense, defend or cause to be defended any and all such actions or suits that may be brought against the Lender and, in any event, shall satisfy, pay and discharge any and all judgments, awards, penalties, costs and fines that may be recovered against the Lender in any such action, plus all attorneys’ fees and costs related thereto to the extent permitted by applicable law; provided, however, that the Company Lender shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities give the Makers ( i) to the extent the Lender seeks indemnification from the Makers under this section) prompt written notice of any such is finally judicially determined claim, demand or suit after the Lender has received written notice thereof, and the Lender shall not settle any such claim, demand or suit, if the Lender seeks indemnification therefor from the Makers, without first giving notice to have resulted solely from (A) the gross negligence or willful misconduct Makers of that Indemnitee or (B) the failure Lender’s desire to settle and obtaining the consent of such Indemnitee the Makers to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the same, which consent the Makers hereby agree not to unreasonably withhold. All obligations of any Indemnitee the Makers under any Loan Document. To the extend that the undertaking to 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 Company this section shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to survive the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them Note.

Appears in 2 contracts

Samples: Sypris Solutions Inc, Sypris Solutions Inc

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby The Parties shall be consummated, the Company agrees to jointly and severally indemnify, pay defend and hold save harmless the Lender Escrow Agent and its affiliates and their respective successors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers assigns, directors, employees, agents and agents, employees ( collectively called the "Indemnitees"), harmless “indemnitees”) from and against any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties , judgments, settlements, actions, judgments, suits, claims proceedings, costs litigation, investigations, costs or expenses and disbursements of any kind outside counsel (collectively “Losses”) arising out of or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with (a) the Escrow Agent’s execution and performance of this Escrow Agreement, tax reporting or withholding, the enforcement of any investigative, administrative rights or judicial proceeding commenced remedies under or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by in connection with this Escrow Agreement, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use as may arise by reason of any act, omission or error of the proceeds indemnitee, except in the case of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) any indemnitee to the extent that such is Losses are finally judicially determined adjudicated by a court of competent jurisdiction to have resulted solely from (A) been primarily caused by the gross negligence or willful misconduct of that Indemnitee such indemnitee, or ( B b) its following any instructions or other directions, whether joint or singular, from the failure Parties, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of such Indemnitee to perform its obligations under any Loan Document the Escrow Agent or (C) such Indemnitee's violation the termination of law or (ii) in connection with this Escrow Agreement. The Parties hereby grant the obligations Escrow Agent a lien on, right of set-off against and security interest in, the Fund for the payment of any Indemnitee under any Loan Document claim for indemnification, fees, expenses and amounts due hereunder. To In furtherance of the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy foregoing, the Company Escrow Agent is expressly authorized and directed, but shall contribute not be obligated, to charge against and withdraw from the maximum portion which it is permitted to pay and satisfy under applicable law Fund for its own account or for the account of an indemnitee any amounts due to the payment Escrow Agent or to an indemnitee under this Section 8. The obligations contained in this Section 8 shall survive the termination of this Escrow Agreement and satisfaction the resignation, replacement or removal of all indemnified liabilities incurred by the Indemnitees or any of them Escrow Agent.

Appears in 2 contracts

Samples: Escrow Agreement (GCP Sunshine Acquisition, Inc. A Delaware Corp), Escrow Agreement (American Land Lease Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby The Parties shall be consummated, the Company agrees to jointly and severally indemnify, pay defend and hold save harmless the Lender Escrow Agent and its affiliates and their respective successors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers assigns, directors, employees officers, managers, attorneys, accountants, experts, agents and agents, employees ( collectively called the "Indemnitees"), harmless “indemnitees”) from and against any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties , judgments, settlements, actions, judgments, suits, claims proceedings, costs litigation, investigations, costs or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements expenses of outside counsel for such Indemnitees and experts and their staffs and all reasonable expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out (a) the Escrow Agent’s execution and performance of this Agreement, the Notes tax reporting or withholding, the Mortgage, the Lender's agreement to make the Loan or the use or intended use enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the proceeds indemnitee, except in the case of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) any indemnitee to the extent that such is Losses are finally judicially determined adjudicated by a court of competent jurisdiction to have resulted solely from (A) been primarily caused by the gross negligence or willful misconduct of that Indemnitee such indemnitee, or ( B b) its following any instructions or other directions, whether joint or singular, from the failure Parties, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of such Indemnitee to perform its obligations under any Loan Document the Escrow Agent or (C) such Indemnitee's violation the termination of law or (ii) in connection with this Agreement. The Parties hereby grant the obligations Escrow Agent a lien on, right of set-off against and security interest in, the Fund for the payment of any Indemnitee under any Loan Document claim for indemnification, fees, expenses and amounts due hereunder. To In furtherance of the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy foregoing, the Company Escrow Agent is expressly authorized and directed, but shall contribute not be obligated, to charge against and withdraw from the maximum portion which it is permitted Escrow for its own account or for the account of an indemnitee any amounts finally determined to pay and satisfy under applicable law be due to the payment Escrow Agent or to an indemnitee under this Section 9. The obligations contained in this Section 9 shall survive the termination of this Agreement and satisfaction the resignation, replacement or removal of all indemnified liabilities incurred by the Indemnitees or any of them Escrow Agent.

Appears in 2 contracts

Samples: Escrow Agreement (Winston Pharmaceuticals, Inc.), Escrow Agreement (Pharmaceutical Financial Syndicate, LLC)

Indemnity. In addition The Pledgor agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents, servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Pledge Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall the Pledgee be liable, in the absence of law gross negligence or (ii) willful misconduct on its part, for any matter or thing in connection with this Pledge Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy reason, the Company shall contribute Pledgor hereby agrees to make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 2 contracts

Samples: Amended and Restated Pledge Agreement (Memc Electronic Materials Inc), Pledge Agreement (Memc Electronic Materials Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company The Pledgor agrees to indemnify, pay indemnify and hold the Lender, harmless the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents servants (each, (collectively called an "Indemnitee"; collectively, the " Indemnitees Indemnities" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under the other Credit Documents or the Interest Rate Protection Agreement and Other Hedging Agreements (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the been incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with ). If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy reason, the Company shall contribute Pledgor hereby agrees to make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 2 contracts

Samples: Certificate of Incorporation (Coinmach Corp), Certificate of Incorporation (Appliance Warehouse of America Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company The Pledgor agrees to indemnify, pay indemnify and hold the Lender, harmless the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Seller Agent and each of Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents servants (each, (collectively called an "Indemnitee"; collectively, the " Indemnitees Indemnities" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under the other Credit Documents or the Interest Rate Protection and Other Hedging Agreements (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the been incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with ). If and to the extent that the obligations of the Pledgor under this Section 11 are unenforceable for any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy reason, the Company shall contribute Pledgor hereby agrees to make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. such obligations which is permissible under applicable law. Page 16

Appears in 2 contracts

Samples: Protection Agreement (Coinmach Corp), Protection Agreement (Coinmach Laundry Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the a) The Company agrees to indemnify, pay and hold the Lender, harmless the Collateral Agent, Agent and the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, agents and agents, affiliates of the Collateral Agent (collectively called the " Indemnitees INDEMNITEES" ), harmless ) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs ), expenses and or disbursements of any kind or nature whatsoever (including, without limitation, 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that the Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes Indenture or the Securities arising in any action relating to, directly or indirectly, the Mortgage, the Lender's agreement to make the Loan Collateral or the use or intended use subject of this Agreement (including without limitation, any of misrepresentation by the proceeds of the Loan hereunder or the Transactions Company in this Agreement (the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, PROVIDED that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities if it has been determined by a final decision ( i after all appeals and the expiration of time to appeal) to by a court of competent jurisdiction that such indemnified liability arose from the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them . (b) The Company agrees to pay, and to save the Collateral Agent harmless from, any and all liabilities, costs and expenses (including, without limitation, legal fees and expenses) (1) with respect to, or resulting from any delay in paying, any and all excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Collateral, (2) with respect to, or resulting from, any delay in complying with any Requirement of Law applicable to any of the Collateral and (3) in connection with any of the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Bayou Steel Corp, Bayou Steel Corp

Indemnity. (a) In addition to the payment of expenses pursuant to Sections 10.2 and 10.3 and subject to the limitations applicable to certain Non-U.S. Guarantors as set out in Section 7.2 7.14, whether or not the transactions contemplated hereby shall be consummated, the Company each Credit Party agrees to defend (subject to Indemnitees’ reasonable approval of counsel, which shall be limited to one (1) counsel to the Indemnitees taken as a whole (and in the case of a conflict of interests among or between Indemnitees, one additional counsel to each affected Indemnitee and, if necessary, one local counsel to the Indemnitees taken as a whole in each appropriate jurisdiction)), indemnify, pay and hold harmless, each Agent and Bank and the Lender officers, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers partners, directors, trustees, investment advisors, employees, agents and agents Affiliates of each Agent, Lead Arranger and each Bank ( collectively called the "Indemnitees" each, an “Indemnitee”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") Indemnified Liabilities; provided, however, that the Company no Credit Party shall have no any obligation to an any Indemnitee hereunder with respect to indemnified liabilities (i) any Indemnified Liabilities to the extent such is finally judicially determined to have resulted solely Indemnified Liabilities arise from (A) the gross negligence or willful misconduct of that Indemnitee or Indemnitee; provided, further, that Section 2.20 ( B instead of this Section 10.4) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document shall govern indemnities for Taxes. To the extend extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence this Section 10.4 may be unenforceable in whole or in part because it is violative they are in violation of any law or public policy, the Company applicable Credit Party shall contribute the maximum portion which that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them . (b) To the extent permitted by applicable law, no Credit Party shall assert, and each Credit Party hereby waives, any claim against the Banks, the Agents, the Lead Arrangers and their respective Affiliates, directors, employees, attorneys or agents, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) (whether or not the claim therefor is based on contract, tort or duty imposed by any applicable legal requirement) in connection with, arising out of, as a result of, or in any way relating to, this Agreement or any Credit Document or any agreement or instrument contemplated hereby or thereby or referred to herein or therein, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof or any act or omission or event occurring in connection therewith, and Xerium and each other Credit Party hereby waives, releases and agrees not to sue upon any such claim or any such damages, whether or not accrued and whether or not known or suspected to exist in its favor. (c) Currency indemnity.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Xerium Technologies Inc)

Indemnity. In addition to (a) The Trust and the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby Beneficial Owner shall be consummated jointly and severally liable as primary obligors for, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, shall indemnify the Trustee (in its individual and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless trustee capacities) from and against against, any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits taxes, claims, actions and suits, and any and all reasonable costs, expenses and disbursements (including reasonable legal fees and expenses, including reasonable legal fees and expenses in connection with enforcement of its rights to indemnity hereunder) of any kind or and nature whatsoever ( including collectively, without limitation, the 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 as a party thereto), “Expenses”) which may at any time be suffered by imposed on, incurred by, or asserted against that Indemnitee, the Trustee in any manner resulting from, connected with, in respect of, way relating to or arising out of this Agreement, the Notes other Transaction Documents, the Mortgage Trust Assets, the Lender's agreement to make administration of the Loan Trust Assets or the use action or intended use of any inaction of the proceeds Trustee hereunder, except only that the Trust shall not be liable for or required to indemnify the Trustee from and against Expenses arising or resulting from the willful misconduct, bad faith or gross negligence of the Loan hereunder Trustee. The indemnities contained in this Section 7.1(a) shall survive the resignation or removal of the Trustee or the Transactions termination of this Agreement. No Series shall be required or allowed to indemnify for any amounts allocable to another Series as provided in Section 4.1(b).(b) In furtherance of the above, the Beneficial Owner shall at all times keep one percent ( 1%) of the "indemnified liabilities"); provided net asset value of the Beneficial Owner in Eligible Investments. Within sixty (60) days of the close of its fiscal year end, however, that the Company Beneficial Owner shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) annually provide audited financial statements of the Beneficial Owner to the extent Trustee.(c) Each Series shall be liable as primary obligor for, and shall indemnify the Trustee (in its individual and trustee capacities) from and against, any and all Expenses which may at any time be imposed on, incurred by, or asserted against the Trustee in any way relating to or arisingof out of its related Series Supplement, the other Transaction Documents relating to such is finally judicially determined Series, the Series Assets, the administration of the Series Assets or the action or inaction of the Trustee under the related Series Supplement, except only that such Series shall not be liable for or required to have resulted solely indemnify the Trustee from (A) and against Expenses arising or resulting from the willful misconduct, bad faith or gross negligence of the Trustee. The indemnities contained in this Section 7.1(c) shall survive the resignation or willful misconduct removal of that Indemnitee the Trustee or (B) the failure termination of such Indemnitee the Series Supplement. No Series shall be required or allowed to perform its obligations under indemnify for any Loan Document or (C) such Indemnitee's violation of law or (ii) amounts allocable to another Series as provided in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which 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 Section 4.1(b).

Appears in 1 contract

Samples: Trust Agreement (AIP Alternative Lending Fund A)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company (i) The Mortgagor agrees to indemnify, pay and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Mortgagee and each of their the other Secured Parties and the officers, directors, employees, agents and agents Affiliates of the Mortgagee and each of the other Secured Parties (collectively, (collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs ), expenses and or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding proceeding, commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, by or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement hereof, the Indenture, the Notes, any other Security Document or any other document evidencing the Secured Obligations (including, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Lender's agreement to make Indenture, the Loan Notes, any other Security Document or any other document evidencing the use or intended use of any of the proceeds of the Loan hereunder or the Transactions Secured Obligations (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company Mortgagor shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities Indemnified Liabilities if it has been determined by a final decision ( i after all appeals and the expiration of time to appeal) to by a court of competent jurisdiction that such Indemnified Liabilities arose from the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking to 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 Company Mortgagor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law law, to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them . (ii) Survival. The obligations of the Mortgagor contained in this Section 14.6 shall survive the termination hereof and the discharge of the Mortgagor’s other obligations under this Mortgage, the Indenture and the other Security Documents. (iii) Reimbursement. Any amount paid by any Indemnitee as to which such Indemnitee has the right to reimbursement shall constitute Secured Obligations secured by the Mortgaged Property.

Appears in 1 contract

Samples: Security Agreement and Fixture Filing (Listerhill Total Maintenance Center LLC)

Indemnity. In addition 1.1. The Company covenants with and undertakes to the payment Director and his personal representatives to indemnify and keep fully indemnified the Director on and with effect from execution of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless this deed from and against any all other liabilities, obligations, losses, damages fines, penalties, awards, claims, actions , proceedings, judgments, suits decrees, claims orders, costs directions, liabilities (including tax liabilities), losses (,costs and expenses of whatsoever nature, howsoever arising and disbursements whether arising before or after the date of any kind or nature whatsoever this letter (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative reasonable professional fees, administrative charges or judicial proceeding commenced or threatened expenses incurred in, whether or not such Indemnitee shall be designated insofar as a party thereto) reasonable, which may be suffered by imposed on investigating, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder obtaining advice with respect to indemnified liabilities (i) or resisting or, subject to the extent prior consent of the Company (such consent not to be unreasonably withheld or delayed), appealing any such fines, penalties, awards, claims, actions, proceedings, judgments, decrees, orders, directions, liabilities, losses, costs or expenses) suffered or incurred as a consequence of the decisions made by him in his capacity as a director of the Company. 1.2. For the avoidance of doubt, it is finally judicially determined agreed by and between the Parties hereto that the liability of the Company pursuant to the indemnity contained in clause 1.1 shall not be deemed to be modified or discharged or affected in any way whatsoever: 1.2.1. by reason of any investigation or enquiry made or which ought to have resulted solely from been made by or on behalf of the Director; or 1.2.2. by any information of which the Director has knowledge ( A) whether actual, imputed or constructive); and none of the gross negligence matters set out at sub-clauses 1.2.1 and 1.2.2 above will operate so as to prejudice or willful misconduct of that Indemnitee limit any claim which the Director or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence his personal representatives may be unenforceable because it is violative of entitled to bring or to reduce any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred amount recoverable by the Indemnitees Directors or any of them his personal representatives under clause 1.1.

Appears in 1 contract

Samples: Prothena Corp PLC

Indemnity. In addition Anything in this Deed of Trust, the Guaranty, the Loan Agreement or the other Loan Documents to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated contrary notwithstanding, the Company agrees to indemnify, pay Grantor shall indemnify and hold the Lender, Beneficiary harmless and defend the Collateral Agent, Beneficiary at the Trustee Grantor's sole cost and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and expense against any all other liabilities loss or liability, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind cost or nature whatsoever expense (including, without limitation, the title insurance premiums and charges and reasonable attorneys' fees and disbursements of counsel for such Indemnitees the Beneficiary's counsel, whether in-house staff, retained firms or otherwise), and all claims, actions, procedures and suits arising out of or in connection with (a) any investigative ongoing matters arising out of the deed of trust transaction contemplated hereby, administrative this Deed of Trust, and/or the Trust Property, including, but not limited to, all costs of reappraisal of the Trust Property or judicial proceeding commenced any part thereof, whether required by law, regulation, the internal policies of the Beneficiary or threatened any governmental or quasi-governmental authority, (b) any amendment to, or restructuring of this Deed of Trust and (c) any and all lawful action that may be taken by the Beneficiary in connection with the enforcement of the provisions of this Deed of Trust, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by suit is filed in connection with the same, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement connection with the Borrower, the Notes Grantor, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds other guarantor of the Loan hereunder and/or any partner, member, joint venturer or the Transactions (the "indemnified liabilities") shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding. GRANTOR SHALL INDEMNIFY THE BENEFICIARY REGARDLESS OF WHETHER THE ACT, OMISSION, FACTS, CIRCUMSTANCES OR CONDITIONS GIVING RISE TO SUCH INDEMNIFICATION WERE CAUSED IN WHOLE OR IN PART BY BENEFICIARY’S NEGLIGENCE; provided, however, that the Company foregoing indemnity shall have no obligation not apply to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) matters caused by the gross negligence or willful misconduct or bad faith of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document Beneficiary. To the extend that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred All sums expended by the Indemnitees or any Beneficiary shall be payable within (5) days after written demand and, until reimbursed by the Grantor pursuant hereto, shall be deemed additional principal of them the Obligations and secured hereby and shall bear interest at the Default Rate.

Appears in 1 contract

Samples: Deed of Trust (Smith & Wollensky Restaurant Group Inc)

Indemnity. In addition Anything in this Deed of Trust, the Guaranty, the Loan Agreement or the other Loan Documents to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated contrary notwithstanding, the Company agrees to indemnify, pay Grantor shall indemnify and hold the Lender, Beneficiary harmless and defend the Collateral Agent, Beneficiary at the Trustee Grantor’s sole cost and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and expense against any all other liabilities loss or liability, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind cost or nature whatsoever expense (including, without limitation, the title insurance premiums and charges and reasonable attorneys’ fees and disbursements of counsel for such Indemnitees the Beneficiary’s counsel, whether in-house staff, retained firms or otherwise), and all claims, actions, procedures and suits arising out of or in connection with (a) any investigative ongoing matters arising out of the deed of trust transaction contemplated hereby, administrative this Deed of Trust, and/or the Trust Property, including, but not limited to, all costs of reappraisal of the Trust Property or judicial proceeding commenced any part thereof, whether required by law, regulation, the internal policies of the Beneficiary or threatened any governmental or quasi-governmental authority, (b) any amendment to, or restructuring of this Deed of Trust and (c) any and all lawful action that may be taken by the Beneficiary in connection with the enforcement of the provisions of this Deed of Trust, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such suit is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) filed in connection with the obligations of any Indemnitee under any Loan Document. To same, or in connection with the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy Borrower, the Company Grantor, any other guarantor of the Loan and/or any partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding. The foregoing indemnity shall contribute the maximum portion which it is permitted not apply to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred matters caused by the Indemnitees gross negligence willful misconduct or any bad faith of them the Beneficiary. All sums expended by the Beneficiary shall be payable within (5) days after written demand and, until reimbursed by the Grantor pursuant hereto, shall be deemed additional principal of the Obligations and secured hereby and shall bear interest at the Default Rate. THE FOREGOING INDEMNIFIES THE TRUSTEE AND THE BENEFICIARY FROM THEIR OWN NEGLIGENCE.

Appears in 1 contract

Samples: Deed of Trust (Smith & Wollensky Restaurant Group Inc)

Indemnity. In addition Anything in this Deed of Trust, the Note, the Loan Agreement or the other Loan Documents to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated contrary notwithstanding, the Company agrees to indemnify, pay Grantor shall indemnify and hold the Lender, Beneficiary harmless and defend the Collateral Agent, Beneficiary at the Trustee Grantor's sole cost and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and expense against any all other liabilities loss or liability, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind cost or nature whatsoever expense (including, without limitation, the title insurance premiums and charges and reasonable attorneys' fees and disbursements of counsel for such Indemnitees the Beneficiary's counsel, whether in-house staff, retained firms or otherwise), and all claims, actions, procedures and suits arising out of or in connection with (a) any investigative ongoing matters arising out of the deed of trust transaction contemplated hereby, administrative this Deed of Trust, and/or the Trust Property, including, but not limited to, all costs of reappraisal of the Trust Property or judicial proceeding commenced any part thereof, whether required by law, regulation, the internal policies of the Beneficiary or threatened any governmental or quasi-governmental authority, (b) any amendment to, or restructuring of this Deed of Trust and (c) any and all lawful action that may be taken by the Beneficiary in connection with the enforcement of the provisions of this Deed of Trust, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such suit is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) filed in connection with the obligations same, or in connection with the Grantor, any guarantor of the Advances and/or any Indemnitee under any Loan Document partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding. To the extend that the undertaking The foregoing indemnity shall not apply to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred matters caused by the Indemnitees gross negligence, willful misconduct or any bad faith of them the Beneficiary. All sums expended by the Beneficiary shall be payable within five (5) days after written demand and, until reimbursed by the Grantor pursuant hereto, shall be deemed additional principal of the Obligations and secured hereby and shall bear interest at the Default Rate.

Appears in 1 contract

Samples: Security Agreement and Fixture Filing (Smith & Wollensky Restaurant Group Inc)

Indemnity. In addition Anything in this Deed of Trust, the Note, the Loan Agreement or the other Loan Documents to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated contrary notwithstanding, the Company agrees to indemnify, pay Grantor shall indemnify and hold the Lender, Beneficiary harmless and defend the Collateral Agent, Beneficiary at the Trustee Grantor's sole cost and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and expense against any all other liabilities loss or liability, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind cost or nature whatsoever expense (including, without limitation, the title insurance premiums and charges and reasonable attorneys' fees and disbursements of counsel for such Indemnitees the Beneficiary's counsel, whether in-house staff, retained firms or otherwise), and all claims, actions, procedures and suits arising out of or in connection with (a) any investigative ongoing matters arising out of the deed of trust transaction contemplated hereby, administrative this Deed of Trust, and/or the Trust Property, including, but not limited to, all costs of reappraisal of the Trust Property or judicial proceeding commenced any part thereof, whether required by law, regulation, the internal policies of the Beneficiary or threatened any governmental or quasi-governmental authority, (b) any amendment to, or restructuring of this Deed of Trust and (c) any and all lawful action that may be taken by the Beneficiary in connection with the enforcement of the provisions of this Deed of Trust, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such suit is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) filed in connection with the obligations same, or in connection with the Grantor, any guarantor of the Loan and/or any Indemnitee under any Loan Document partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding. To the extend that the undertaking The foregoing indemnity shall not apply to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred matters caused by the Indemnitees gross negligence, willful misconduct or any bad faith of them the Beneficiary. All sums expended by the Beneficiary shall be payable within five (5) days after written demand and, until reimbursed by the Grantor pursuant hereto, shall be deemed additional principal of the Obligations and secured hereby and shall bear interest at the Default Rate.

Appears in 1 contract

Samples: Security Agreement and Fixture Filing (Smith & Wollensky Restaurant Group Inc)

Indemnity. In addition Anything in this Deed of Trust, the Note, the Loan Agreement or the other Loan Documents to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated contrary notwithstanding, the Company agrees to indemnify, pay Grantor shall indemnify and hold the Lender, Beneficiary harmless and defend the Collateral Agent, Beneficiary at the Trustee Grantor’s sole cost and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and expense against any all other liabilities loss or liability, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind cost or nature whatsoever expense (including, without limitation, the title insurance premiums and charges and reasonable attorneys’ fees and disbursements of counsel for such Indemnitees the Beneficiary’s counsel, whether in-house staff, retained firms or otherwise), and all claims, actions, procedures and suits arising out of or in connection with (a) any investigative ongoing matters arising out of the deed of trust transaction contemplated hereby, administrative this Deed of Trust, and/or the Trust Property, including, but not limited to, all costs of reappraisal of the Trust Property or judicial proceeding commenced any part thereof, whether required by law, regulation, the internal policies of the Beneficiary or threatened any governmental or quasi-governmental authority, (b) any amendment to, or restructuring of this Deed of Trust and (c) any and all lawful action that may be taken by the Beneficiary in connection with the enforcement of the provisions of this Deed of Trust, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such suit is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) filed in connection with the obligations same, or in connection with the Grantor, any guarantor of the Advances and/or any Indemnitee under any Loan Document partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding. To the extend that the undertaking The foregoing indemnity shall not apply to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred matters caused by the Indemnitees gross negligence, willful misconduct or any bad faith of them the Beneficiary. All sums expended by the Beneficiary shall be payable within five (5) days after written demand and, until reimbursed by the Grantor pursuant hereto, shall be deemed additional principal of the Obligations and secured hereby and shall bear interest at the Default Rate.

Appears in 1 contract

Samples: Leasehold Deed of Trust (Smith & Wollensky Restaurant Group Inc)

Indemnity. In addition Anything in this Deed of Trust, the Note, the Loan Agreement or the other Loan Documents to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated contrary notwithstanding, the Company agrees to indemnify, pay Grantor shall indemnify and hold the Lender, Beneficiary harmless and defend the Collateral Agent, Beneficiary at the Trustee Grantor’s sole cost and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and expense against any all other liabilities loss or liability, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind cost or nature whatsoever expense (including, without limitation, the title insurance premiums and charges and reasonable attorneys’ fees and disbursements of counsel for such Indemnitees the Beneficiary’s counsel, whether in-house staff, retained firms or otherwise), and all claims, actions, procedures and suits arising out of or in connection with (a) any investigative ongoing matters arising out of the deed of trust transaction contemplated hereby, administrative this Deed of Trust, and/or the Trust Property, including, but not limited to, all costs of reappraisal of the Trust Property or judicial proceeding commenced any part thereof, whether required by law, regulation, the internal policies of the Beneficiary or threatened any governmental or quasi-governmental authority, (b) any amendment to, or restructuring of this Deed of Trust and (c) any and all lawful action that may be taken by the Beneficiary in connection with the enforcement of the provisions of this Deed of Trust, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such suit is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) filed in connection with the obligations same, or in connection with the Grantor, any guarantor of the Loan and/or any Indemnitee under any Loan Document partner, member, joint venturer or shareholder thereof becoming a party to a voluntary or involuntary federal or state bankruptcy, insolvency or similar proceeding. To the extend that the undertaking The foregoing indemnity shall not apply to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred matters caused by the Indemnitees gross negligence, willful misconduct or any bad faith of them the Beneficiary. All sums expended by the Beneficiary shall be payable within five (5) days after written demand and, until reimbursed by the Grantor pursuant hereto, shall be deemed additional principal of the Obligations and secured hereby and shall bear interest at the Default Rate.

Appears in 1 contract

Samples: Leasehold Deed of Trust (Smith & Wollensky Restaurant Group Inc)

Indemnity. In addition to As a separate, additional and continuing obligation, each Guarantor unconditionally and irrevocably undertakes with the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Finance Parties (and each of their officers them) that, directors should the Guaranteed Amounts not be recoverable from any Guarantor under this Clause 18 for any reason whatsoever (including, employees but without prejudice to the generality of the foregoing, by reason of any other provision of this Agreement being or becoming void, unenforceable or otherwise invalid under any applicable law) then, notwithstanding that it may have been known to that Finance Party, each Guarantor shall, as a sole, original and agents independent obligation, upon first written demand by the Facility Agent under Clause 18.1 ( collectively called the "Indemnitees" Guarantee), harmless from make payment of the Guaranteed Amounts by way of a full indemnity in such currency and otherwise in such manner as is provided for in this Agreement and shall indemnify the Finance Parties (and each of them) against any all other liabilities, obligations, losses , damages, penalties, actions, judgments, suits , claims, costs, charges and expenses and disbursements of any kind to which it may be subject or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees which they may incur under or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement , the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which 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 .

Appears in 1 contract

Samples: WPP Group PLC

Indemnity. In addition to As a separate, additional, continuing and primary obligation, each Guarantor unconditionally and irrevocably and jointly and severally undertakes with the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Security Trustee and any Holder of the Secured Notes and holder of the Notes, Lenders (and each of their officers them) that, directors should the Guaranteed Amounts not be recoverable from the Guarantor under clause 15.1 for any reason whatsoever (including, employees but without prejudice to the generality of the foregoing, by reason of any other provision of the Financing Documents being or becoming void, unenforceable or otherwise invalid under any applicable law) then, notwithstanding that it may have been known to the Agent, the Security Trustee or any of the Lenders, the Guarantor shall upon first written demand by the Agent under clause 15.1, make payment of the Guaranteed Amounts by way of a full indemnity in such manner as is provided for in the Financing Documents and agents shall indemnify the Agent, the Security Trustee and the Lenders ( collectively called the "Indemnitees"), harmless from and each of them) against any all other liabilities, obligations, losses , damages, penalties, actions, judgments, suits , claims, costs, charges and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), to which they may be suffered by imposed on, incurred by, subject or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to which they may incur under or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which 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 Financing Documents.

Appears in 1 contract

Samples: Abacan Resource Corp

Indemnity. In addition to As provided in the payment of expenses pursuant to Section 7.2 Code, whether or not the transactions contemplated Debtor hereby shall be consummated, the Company indemnifies and agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the harmless Secured Notes and holder of the Notes Party, and each of their its officers, directors, employees, agents and agents, representatives ( collectively called the each an " Indemnitees Indemnified Person" ), harmless ) from and against any and all other liabilities, obligations , claims, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and or disbursements of any kind or nature whatsoever ( including, without limitation collectively, the 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 as a party thereto), "Claims") which may be suffered by imposed on, incurred by, or asserted against that Indemnitee against, in any manner resulting from, connected with, in respect of, relating to or Indemnified Person arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations Loan Documents, the Indebtedness or the Collateral (including without limitation, the enforcement of the Loan Documents and the defense of any Indemnitee under Indemnified Person's actions and/or inactions in connection with the Loan Documents). The indemnification provided for in this Section shall survive the termination of this Agreement and shall extend and continue to benefit each individual or entity who is or has at any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which 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 time been an Indemnified Person hereunder.

Appears in 1 contract

Samples: Security Agreement (Global Casinos Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby BEEOO and W&T shall be consummated, the Company agrees to jointly and severally indemnify, pay defend and hold save harmless the Lender Escrow Agent and its affiliates and their respective successors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers assigns, directors, employees officers, managers, attorneys, accountants, experts, agents and agents, employees ( collectively called the "Indemnitees"), harmless “indemnitees”) from and against any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties , judgments, settlements, actions, judgments, suits, claims proceedings, costs litigation, investigations, costs or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements expenses of in house or outside counsel for such Indemnitees and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out (a) the Escrow Agent's execution and performance of this Agreement, the Notes tax reporting or withholding, the Mortgage, the Lender's agreement to make the Loan or the use or intended use enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the proceeds indemnitee under or in connection with this Agreement, except in the case of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) any indemnitee to the extent that such is Losses are finally judicially determined adjudicated by a court of competent jurisdiction to have resulted solely from (A) been primarily caused by the gross negligence or willful misconduct of that Indemnitee such indemnitee, or ( B b) its following any instructions or other directions, whether joint or singular, from the failure BEEOO and W&T, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. BEEOO and W&T hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of such Indemnitee to perform its obligations under any Loan Document the Escrow Agent or (C) such Indemnitee's violation the termination of law or (ii) in connection with this Agreement. BEEOO and W&T hereby grant the obligations Escrow Agent a lien on, right of set-off against and security interest in, the Fund for the payment of any Indemnitee under any Loan Document claim for indemnification, fees and expenses and amounts due hereunder. To In furtherance of the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy foregoing, the Company Escrow Agent is expressly authorized and directed, but shall contribute not be obligated, to charge against and withdraw from the maximum portion which it is permitted to pay and satisfy under applicable law Escrow Property for its own account or for the account of an indemnitee any amounts due to the payment Escrow Agent or to an indemnitee under this Section 8. The obligations contained in this Section 8 shall survive the termination of this Agreement and satisfaction the resignation, replacement or removal of all indemnified liabilities incurred by the Indemnitees or any of them Escrow Agent.

Appears in 1 contract

Samples: Escrow Agreement (Black Elk Energy Finance Corp.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby BEEOO and W&T shall be consummated, the Company agrees to jointly and severally indemnify, pay defend and hold save harmless the Lender Escrow Agent and its affiliates and their respective successors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers assigns, directors, employees officers, managers, attorneys, accountants, experts, agents and agents, employees ( collectively called the "Indemnitees"), harmless “indemnitees”) from and against any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties , judgments, settlements, actions, judgments, suits, claims proceedings, costs litigation, investigations, costs or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements expenses of in house or outside counsel for such Indemnitees and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Losses”) arising out of or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out (a) the Escrow Agent’s execution and performance of this Agreement, the Notes tax reporting or withholding, the Mortgage, the Lender's agreement to make the Loan or the use or intended use enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the proceeds indemnitee under or in connection with this Agreement, except in the case of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) any indemnitee to the extent that such is Losses are finally judicially determined adjudicated by a court of competent jurisdiction to have resulted solely from (A) been primarily caused by the gross negligence or willful misconduct of that Indemnitee such indemnitee, or ( B b) its following any instructions or other directions, whether joint or singular, from the failure BEEOO and W&T, except to the extent that its following any such instruction or direction is expressly forbidden by the terms hereof. BEEOO and W&T hereto acknowledge that the foregoing indemnities shall survive the resignation, replacement or removal of such Indemnitee to perform its obligations under any Loan Document the Escrow Agent or (C) such Indemnitee's violation the termination of law or (ii) in connection with this Agreement. BEEOO and W&T hereby grant the obligations Escrow Agent a lien on, right of set-off against and security interest in, the Fund for the payment of any Indemnitee under any Loan Document claim for indemnification, fees and expenses and amounts due hereunder. To In furtherance of the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy foregoing, the Company Escrow Agent is expressly authorized and directed, but shall contribute not be obligated, to charge against and withdraw from the maximum portion which it is permitted to pay and satisfy under applicable law Escrow Property for its own account or for the account of an indemnitee any amounts due to the payment Escrow Agent or to an indemnitee under this Section 8. The obligations contained in this Section 8 shall survive the termination of this Agreement and satisfaction the resignation, replacement or removal of all indemnified liabilities incurred by the Indemnitees or any of them Escrow Agent.

Appears in 1 contract

Samples: Escrow Agreement (Black Elk Energy Finance Corp.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated Borrower hereby shall be consummated, the Company agrees to indemnify defend, pay protect, indemnify and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, harmless Bank and each and all of their officers Bank’s shareholders, directors, officers, employees, attorneys, agents and agents Affiliates (individually and collectively, (collectively called the "Indemnitees" “Indemnified Parties”), harmless from and against any and all other claims, actions, liabilities , obligations, losses , damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, all reasonable costs and expenses incurred in the fees investigation and disbursements defense of counsel for such Indemnitees any matter) (“Indemnified Liabilities”) asserted against, imposed upon and incurred by the Indemnified Parties, both direct and indirect and regardless of the basis of the Indemnified Liabilities (i.e., whether based on federal, state or local laws, rules, regulations and ordinances, common law, an equitable cause, contract, tort or otherwise), as a result of or arising from or relating to any one or more of (1) this Loan Agreement, (2) the other Loan Documents, (3) the transactions contemplated by this Loan Agreement, (4) any credit extended or used hereunder, (5) any act done or omitted by any person, or any event occurring in connection with therewith, and (6) the exercise of any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in rights and remedies under this Loan Agreement and the exercise of any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of rights and remedies under any of the proceeds other Loan Documents, including, without limitation, the acquisition of the Loan hereunder Collateral by Bank by way of foreclosure of the lien and security interests thereon, deed in lieu of such foreclosure or otherwise, except in all of the Transactions instances enumerated in ( the "indemnified liabilities" 1) through (6) ; provided , however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) only the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee person otherwise to perform its obligations under any Loan Document or (C) such Indemnitee's violation be indemnified hereunder. In the event this indemnity is unenforceable as a matter of law as to a particular matter or (ii) in connection with consequence referred to herein, it shall be enforceable to the full extent permitted by law. The obligations of any Indemnitee Borrower under any Loan Document. To the extend that the undertaking to indemnify, pay this Section are independent of all other rights and hold harmless obligations set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company herein and shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to survive the payment of the Loan and satisfaction the termination of all indemnified liabilities incurred by the Indemnitees or any of them this Loan Agreement.

Appears in 1 contract

Samples: Revolving Line of Credit (Firstwave Technologies Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 Buyer shall indemnify Jenoptik against, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee Jenoptik free and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations claims, losses, damages, penalties, actions, judgments, suits, claims, costs or damages (including attorneys fees and costs , expenses and disbursements of ) hereafter asserted against Jenoptik by any kind or nature whatsoever third party with respect to the Shared Facilities (including, without limitation, the fees any employee, visitor, agent, invitee, vendor, customer and disbursements consultant of counsel for such Indemnitees in connection with Buyer) under any investigative, administrative theory of law or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), equity whatsoever which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, are in any manner resulting from way based upon acts, connected with, in respect of, relating to omissions or occurrences arising out of or in the course of this Agreement , the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") ; provided, however, that the Company foregoing indemnity shall have no obligation not apply to an Indemnitee hereunder with respect to indemnified liabilities (i) any claims which arise principally due to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) Jenoptik. Any sums payable by Buyer under this Section 4.5 shall be net of the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations amount of any Indemnitee under insurance proceeds, indemnity or contribution actually received by Jenoptik and Jenoptik shall use commercially reasonable efforts to recover such amounts. The indemnification provisions in this Section 4.5 shall, notwithstanding any Loan Document. To the extend that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law provision to the payment contrary contained elsewhere in this Agreement, survive for a period of three (3) years following any termination of this Agreement. The term "Jenoptik" as used in this Section 4.5 shall refer to Jenoptik AG, and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them its subsidiaries and affiliates, and their successors, assigns, officers, directors, employees and shareholders.

Appears in 1 contract

Samples: Transitional Services Agreement (Brooks Automation Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 Customer shall pay, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), MLBFS harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions actions (whether sounding in contract, in tort or on any other ground), judgments, suits, claims, reasonable out-of-pocket costs, expenses and or disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by respect to, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or other way arising out of or relating to, (i) this Loan Agreement, the Notes Note, the Mortgage other Loan Documents or any other documents contemplated by or referred to herein or therein, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or the issuance of any Letter of Credit, (iii) any investigation, litigation or proceeding relating to any acquisition or proposed acquisition by any Credit Party of all or a portion of the Capital Stock or all or substantially all of the assets of any Person, regardless of whether MLBFS is a party thereto or (iv) any action taken or omitted to be taken by MLBFS with respect to any of the foregoing; (all the foregoing, collectively, the Lender's agreement "Indemnified Liabilities"), and if and to the extent that the foregoing undertaking may be unenforceable for any reason, the Customer hereby agrees to make the Loan or maximum contribution to the use or intended use payment and satisfaction of any each of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") Indemnified Liabilities which is permissible under applicable law; provided, however, that the Company Customer shall have no obligation hereunder to an Indemnitee hereunder MLBFS with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely Indemnified Liabilities arising from (A) the gross negligence or willful misconduct of that Indemnitee or (B) MLBFS. The agreements in this subsection shall survive repayment of the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay Loans and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion which 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 other amounts payable hereunder.

Appears in 1 contract

Samples: Intercreditor and Subordination Agreement (Stratagene Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Borrower agrees to indemnify defend, pay protect, indemnify and hold the Lender, the Collateral Agent, the Trustee harmless Laminar and any Holder its controlling persons all of the Secured Notes its and holder of the Notes, and each of their its controlling person’s officers, directors, employees, members, attorneys, consultants and agents, agents (collectively called the " Indemnitees "), harmless ”) from and against any and all other losses, damages, liabilities, obligations, losses, damages, penalties, actions fees, judgments, suits, claims, costs, reasonable costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitees, whether prior to or from and after the fees and disbursements date hereof, whether direct, indirect or consequential, as a result of counsel for such Indemnitees or arising from or relating to or in connection with any investigative of the following: (i) the negotiation, administrative preparation, execution or judicial performance or enforcement of this Agreement or the Guaranty, or of any other document executed in connection with the transactions contemplated by this Agreement or the Guaranty, (ii) any matter relating to the transactions contemplated by this Agreement or the Guaranty or by any document executed in connection with the transactions contemplated by this Agreement or the Guaranty, or (iii) any claim, litigation, investigation or proceeding commenced or threatened relating to any of the foregoing, whether or not such any Indemnitee shall be designated as is a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement thereto (collectively, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities" “Indemnified Matters”); provided, however that, that (x) the Company Borrowers shall not have no any obligation to an any Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) under this Section 3 for any Indemnified Matter caused by the gross negligence or willful misconduct of that Indemnitee or such Indemnitee, as determined by a final non-appealable judgment of a court of competent jurisdiction and ( B y) the failure Indemnified Matters shall not include the making by Laminar of such Indemnitee any payment required under the Guaranty. Notwithstanding the foregoing, the Borrowers shall not be required to perform its obligations under any Loan Document or (C) such Indemnitee's violation make payments to the Indemnitees with respect to Indemnified Matters until the Obligations have been paid in full except that up to $50,000 of law or (ii) legal fees and expenses incurred by Laminar in connection with the obligations negotiation, preparation, execution and enforcement of any Indemnitee under any Loan Document. To this Agreement and the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may Guaranty shall be unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred paid on request by the Indemnitees or any of them Laminar.

Appears in 1 contract

Samples: Compensation Agreement (Parent Co)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Borrower further agrees to defend, protect, indemnify, pay and hold harmless the Lender, the Collateral Agent its affiliates and their respective partners, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, attorneys and agents agents (collectively, (collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses losses (other than loss of profits), damages, penalties, actions, judgments, suits suites, claims, costs, expenses and disbursements of any kind or nature whatsoever ( excluding any taxes and including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee indemnitees shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, such Indemnitees in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan Agreement or the use other Loan Documents or intended use of any of the proceeds of the Loan hereunder transactions contemplated hereby or the Transactions (the "indemnified liabilities"); provided thereby, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) except to the extent such is finally judicially determined to have resulted solely from (A) arising out of the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document Indemnitees. To the extend extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law Applicable Law or public policy, the Company Borrower shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law Applicable Law, to the payment and satisfaction of all indemnified liabilities matters described in the previous sentence incurred by the Indemnitees or any Indemnitees. The obligations of them each Borrower under this Section 21 shall survive the termination of the Facility and the repayment of the Obligations.

Appears in 1 contract

Samples: Loan Agreement (Aberdeen Chile Fund, Inc.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 Each Borrower shall, whether or not the transactions contemplated hereby shall be consummated at all times, the Company agrees to indemnify, pay indemnify and hold the Lender harmless OPIC and its directors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes officers, and each of their officers employees (each, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees an “Indemnified Person”) in connection with any investigative Loss (as defined below), administrative any Costs of Defense (as defined below) and any litigation, investigation or judicial proceeding commenced or threatened, relating to any Loss regardless of whether or not such Indemnitee shall be designated as any Indemnified Person is a party thereto thereto (the “Borrower Indemnity”) . The term “Loss” shall mean any losses, which may be suffered by imposed on claims, incurred by damages, liabilities, penalties, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, other costs relating to or arising out of the Loan, this Agreement, the Notes any other Financing Document, the Mortgage, the Lender's agreement to make the Loan or the use Project to which an Indemnified Person may become subject. The term “Costs of Defense” shall mean costs, fees, and expenses incurred by or intended use imposed on any Indemnified Person in defending, analyzing, settling, or resolving a Loss or Potential Loss (as defined below), and the expenses associated with the making of any of the proceeds of the Loan hereunder or the Transactions affirmative claim in connection therewith ( the "indemnified liabilities"); provided, however that costs, fees, and expenses in connection with a proceeding by any Indemnified Person to enforce his, her, or its rights under the Borrower Indemnity shall not be considered to be “Costs of Defense”). The term “Potential Loss” shall mean any event, fact, condition, or circumstance that the Company is reasonably likely to give rise to a Loss. The Borrower Indemnity shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) not apply to the extent such is finally judicially determined to have that a court or arbitral tribunal with jurisdiction over the Loss and each Indemnified Person who has a Loss or Costs of Defense in connection therewith renders a final determination that the Loss or Costs of Defense resulted solely from ( A a) the gross negligence or willful misconduct of that Indemnitee the Indemnified Person, or ( B b) the OPIC’s failure of such Indemnitee to perform its obligations under any Loan Document or act required of it relating to the Loan. The Borrower Indemnity is independent of and in addition to ( C i) such Indemnitee's violation any rights of law or (ii) any party hereto in connection with any Loss or Costs of Defense, and(ii) any other agreement, and shall survive the obligations execution, modification, and amendment of this Agreement and the other Financing Documents, the expiration, cancellation, or termination of the Commitment, the disbursement and repayment of the Loan, and the provisions of any Indemnitee other indemnity. Any exclusion of an obligation to pay any amount under this Section shall not affect the requirement to pay such amount under any Loan Document other Section hereof or under any other agreement. To OPIC and each Indemnified Person shall have the extend right to control its, his, or her defense, provided, however, that each Indemnified Person shall: (A) notify the undertaking to indemnify, pay and hold harmless set forth Borrowers in the preceding sentence may be unenforceable because it is violative writing as soon as practicable of any law Loss, Potential Loss, or public policy Costs of Defense, and(B) keep the Company shall contribute Borrowers reasonably informed of material developments with respect thereto. In exercising the maximum portion which it right and power to control his, her, or its actions in connection with a Loss or Potential Loss, including a decision to settle any such Loss, each Indemnified Person shall, taking into account the nature and policies of such Indemnified Person (I) consult with the Borrowers, and (II) act as such Indemnified Person would act if the Costs of Defense or settlement were to be paid by such Indemnified Person. Each Borrower acknowledges and agrees that each Indemnified Person is permitted to pay and satisfy an express, third-party beneficiary of each Borrower’s obligations under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them this Section 9.10.

Appears in 1 contract

Samples: Loan Agreement

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 Each Party shall, whether or severally and not the transactions contemplated hereby shall be consummated jointly, the Company agrees to indemnify, pay defend and hold harmless the Lender Escrow Agent and its affiliates and their respective successors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers assigns, directors, employees officers, agents and agents, employees ( collectively called the " “Escrow Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties , judgments, settlements, actions, judgments, suits, claims proceedings, costs litigation, investigations, costs or expenses and disbursements of any kind or nature whatsoever ( including, without limitation, including the reasonable fees and disbursements expenses of one outside counsel and experts and their staffs and all expenses for such Indemnitees document location, duplication and shipment) (collectively “Escrow Agent Losses”) arising out of or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out (a) the Escrow Agent’s execution and performance of this Agreement, the Notes tax reporting or withholding, the Mortgage, the Lender's agreement to make the Loan or the use or intended use enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the proceeds Escrow Indemnitee, except to the extent that such Escrow Agent Losses have been caused by the fraud, gross negligence or willful misconduct of the Loan hereunder Escrow Agent or any such Escrow Indemnitee, or (b) its following any written instructions or other directions from the Transactions ( Parties. It is understood and agreed that the "indemnified liabilities") Escrow Agent does not have a contractual right of set off or a contractual security interest under the Agreement; provided, however, that nothing herein shall be construed as a waiver of any statutory or common law rights to which the Company shall have no obligation to an Indemnitee hereunder Escrow Agent may otherwise be entitled with respect to indemnified liabilities (i) thereto. Notwithstanding anything to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy contrary herein, the Company Parties agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable fees and expenses of the Escrow Agent described in Section 7) shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred be borne by the Indemnitees party or any parties determined by a court of them competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Buyers and one-half by Sellers. The provisions of this Section 8 shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.

Appears in 1 contract

Samples: Escrow Agreement (PEP I Holdings, LLC)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor agrees to indemnify, pay indemnify and hold the Lender, harmless the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Agent and each of Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents servants (each an "Indemnitee"; collectively, (collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under the Indenture (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the been incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with ). If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations that is permissible under applicable law.

Appears in 1 contract

Samples: Certificate of Incorporation (Appliance Warehouse of America Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor agrees to indemnify, pay and --------- hold the Lender, the Collateral Agent, harmless the Trustee and any Holder each of the other Secured Notes Parties and holder of the Notes, and each of their officers, directors, employees, agents and agents Affiliates of the Trustee and each of the other Secured Parties (collectively, (collectively called the "Indemnitees" ), harmless ) from and against any ----------- and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs ), expenses and or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding proceeding, commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto ), ) which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Mortgage Secured Obligations (including, without limitation, any misrepresentation by any Pledgor in this Agreement, the Lender's agreement to make Indenture, the Loan Notes, other Collateral Document or any other document evidencing the use or intended use of any of the proceeds of the Loan hereunder or the Transactions Secured Obligations) (the " indemnified liabilities Indemnified Liabilities"); provided, however, that the Company no Pledgor ----------------------- -------- ------- shall have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities Indemnified Liabilities if it has been determined by a final decision ( i after all appeals and the expiration of time to appeal) to the extent of a court of competent jurisdiction that such is finally judicially determined to have resulted solely Indemnified Liabilities arose from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking to 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 Company each Pledgor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them.

Appears in 1 contract

Samples: Raceland Truck Plaza & Casino LLC

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor agrees to indemnify, pay and hold the Lender, the Collateral Agent, harmless the Trustee and any Holder each of the other Secured Notes Parties and holder of the Notes, and each of their officers, directors, employees, agents and agents Affiliates of the Trustee and each of the other Secured Parties (collectively, (collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs ), expenses and or disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of a single firm of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding proceeding, commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto ), ) which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Indenture or the Notes, or any other document evidencing the Mortgage Secured Obligations (including, without limitation, any misrepresentation by any Pledgor in this Agreement, the Lender's agreement to make the Loan Indenture or the use Notes or intended use of any of other document evidencing the proceeds of the Loan hereunder or the Transactions Secured Obligations) (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company no Pledgor shall have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities Indemnified Liabilities if it has been determined by a final decision ( i after all appeals and the expiration of time to appeal) to the extent of a court of competent jurisdiction that such is finally judicially determined to have resulted solely Indemnified Liabilities arose from (A) the gross negligence negligence, bad faith or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking to 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 Company each Pledgor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them.

Appears in 1 contract

Samples: Pledge Agreement (Alta One Inc.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 Each Pledgor agrees to, whether or not the transactions contemplated hereby shall be consummated jointly and severally, the Company agrees to indemnify, pay and hold the Lender, the Collateral Agent, harmless the Trustee and any Holder each of the other Secured Notes Parties and holder of the Notes, and each of their officers, directors, employees, agents and agents Affiliates of the Trustee and each of the other Secured Parties (collectively, (collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs ), expenses and or disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto ), ) which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes Indenture, the Mortgage Intercreditor Agreement or any other Security Document (including, without limitation, any misrepresentation by any Pledgor in this Agreement, the Lender's agreement to make the Loan Indenture or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions other Security Document) (the "indemnified liabilities"); provided, however, that the Company no Pledgor shall have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities if it has been determined by a final decision ( i after all appeals and the expiration of time to appeal) to the extent of a court of competent jurisdiction that such is finally judicially determined to have resulted solely indemnified liability arose from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document . To the extend extent that the undertaking to 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 Company each Pledgor shall contribute the maximum portion which 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. them such that it has contributed to the Trustee an amount equal to that portion of the loss determined by virtue of its relative fault. 156 -28-

Appears in 1 contract

Samples: Metal Management Inc

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold the Lender, harmless the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Agent in such capacity and each of Noteholder and their officers respective successors, directors assigns, employees, agents and agents, servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under the Indenture (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall the Collateral Agent be liable, in the absence of law gross negligence or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for moneys actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Certificate of Incorporation (Mentus Media Corp)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents, affiliates ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for moneys or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Rj Reynolds Tobacco Holdings Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually, ( an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for moneys or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Amended and Restated Pledge Agreement (Reynolds American Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually, ( an “Indemnitee,” and collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys’ fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for moneys or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Amended and Restated Pledge Agreement (Reynolds American Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, and agents, affiliates and servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable out-of-pocket costs and expenses, actions including reasonable attorneys' fees and costs and disbursements, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as finally determined by a court of competent jurisdiction)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Resources Connection Inc

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Unrestricted Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually, ( an “Indemnitee,” and collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys’ fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for moneys or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Amended and Restated Pledge Agreement (Reynolds American Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents, affiliates ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding, suits in each case, any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Fleming Companies Inc /Ok/)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents, servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee any Indemnitee). In no event shall the Pledgee be liable, in the absence of gross negligence or (B) the failure of such Indemnitee to perform willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Protection Agreement (Universal Compression Holdings Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents, servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as finally determined by a court of competent jurisdiction)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part (as finally determined by a court of competent jurisdiction), for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Amended and Restated Pledge Agreement (Power Ten)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents, servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall the Pledgee be liable, in the absence of law gross negligence or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To reason, such Pledgor hereby agrees to make the extend that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law max-imum contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Protection Agreement (Marathon Power Technologies Co)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents servants (individually an "Indemnitee," and collectively, (collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities (including liabilities for penalties) or expenses and disbursements of any whatsoever kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall the Pledgee be liable, in the absence of law gross negligence or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Credit Agreement (Acg Holdings Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, and agents, affiliates and servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case -13- 14 growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform as finally determined by a court of competent jurisdiction). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Pagemart Wireless Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, and agents, affiliates and servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform as determined by a non-appealable decision by a court of competent jurisdiction). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (VHS of Phoenix Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee in such capacity and each of other Secured Creditor and their officers respective successors, directors assigns, employees, and agents, affiliates and servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform as finally determined by a court of competent jurisdiction). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Information Holdings Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to indemnify and hold harmless the Pledgee in such capacity and each other Secured Creditor that is an indemnitor under Section 6 of Annex L to the payment of expenses pursuant to Section 7.2 Security Agreement and their respective successors, whether or not the transactions contemplated hereby shall be consummated assigns, the Company agrees to indemnify employees, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors, employees affiliates, agents and agents, servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Amended and Restated Pledge Agreement (Dayton Superior Corp)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender Pledgee, the Collateral Agent each Secured Creditor and their respective successors, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors assigns, employees, agents and agents servants (individually an "Indemnitee", (collectively called and collectively, the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities (including liabilities for penalties) or expenses and disbursements of any whatsoever kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall any Indemnitee hereunder be liable, in the absence of law gross negligence or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, each Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Revolving Notes issued under the DIP Credit Agreement, the termination of them all Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof.

Appears in 1 contract

Samples: Philip Services Corp

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender Pledgee, the Collateral Agent each Secured Creditor and their respective successors, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors assigns, employees, agents and agents servants (individually an "Indemnitee", (collectively called and collectively, the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all reasonable costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case arising out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities (including liabilities for penalties); costs and expenses and disbursements of any whatsoever kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall any Indemnitee hereunder be liable, in the absence of law gross negligence or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, each Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Notes issued under the Credit Agreement, the termination of them all Interest Rate Agreements and Letters of Credit, and the payment of all other Obligations and notwithstanding the discharge thereof.

Appears in 1 contract

Samples: Amended and Restated Security Agreement (Fairpoint Communications Inc)

Indemnity. In addition Each Pledgor jointly and severally agrees (i) to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender Pledgee, the Collateral Agent each other Secured Creditor and their respective successors, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors assigns, employees, and agents, affiliates and servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities claims, obligations demands, losses, damages judgments and liabilities (including liabilities for penalties) of whatsoever kind or nature, penalties and (ii) to reimburse each Indemnitee for all costs and expenses, actions including reasonable attorneys' fees, judgments, suits, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any right or remedy granted to it hereunder or under any other Secured Debt Agreement (but excluding any claims, costs demands, losses, judgments and liabilities or expenses and disbursements of any kind or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform as finally determined by a court of competent jurisdiction). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them such obligations which is permissible under applicable law.

Appears in 1 contract

Samples: Amended and Restated Pledge Agreement (Communications Instruments Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor (other than the Existing Senior Noteholders) and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually an "Indemnitee", (collectively called and collectively, the "Indemnitees" ), harmless ) from and against any and all other liabilities obligations, obligations damages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses judgments and disbursements of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys' 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee expenses, in any manner resulting from, connected with, in respect of, relating to or each case arising out of or resulting from this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan Agreement or the use or intended use exercise by any Indemnitee of any of the proceeds of the Loan right or remedy granted to it hereunder or the Transactions under any other Secured Debt Agreement ( the "indemnified liabilities"); provided but excluding (x) any obligations, however damages, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified injuries, penalties, claims, demands, losses, judgments and liabilities ( i including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable decision) and (y) any Taxes indemnification with respect to perform which is governed by Section 4.04 of the Credit Agreement)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its obligations under part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Loans and Notes issued under the Credit Agreement, the termination of them all Letters of Credit and all Interest Rate Protection Agreements and Other Hedging Agreements entered into with a Hedging Creditor, the termination of all Additional Secured Agreements entered into with an Additional Secured Creditor and the payment of all other Obligations and notwithstanding the discharge thereof.

Appears in 1 contract

Samples: Pledge Agreement (Davis-Standard CORP)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually an "Indemnitee", (collectively called and collectively, the "Indemnitees" ), harmless ) from and against any and all other liabilities obligations, obligations damages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses judgments and disbursements of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys' 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee expenses, in any manner resulting from, connected with, in respect of, relating to or each case arising out of or resulting from this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan Agreement or the use or intended use exercise by any Indemnitee of any of the proceeds of the Loan right or remedy granted to it hereunder or the Transactions under any other Credit Document ( the "indemnified liabilities"); provided but excluding any obligations, however damages, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified injuries, penalties, claims, demands, losses, judgments and liabilities ( i including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its obligations under part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Notes issued under the Credit Agreement and the payment of them all other Obligations and notwithstanding the discharge thereof.

Appears in 1 contract

Samples: Centerpoint Energy Inc

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually an "Indemnitee", (collectively called and collectively, the "Indemnitees" ), harmless ) from and against any and all other liabilities obligations, obligations damages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses judgments and disbursements of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys' 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee expenses, in any manner resulting from, connected with, in respect of, relating to or each case arising out of or resulting from this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan Agreement or the use or intended use exercise by any Indemnitee of any of the proceeds of the Loan right or remedy granted to it hereunder or the Transactions under any other Secured Debt Agreement ( the "indemnified liabilities"); provided but excluding any obligations, however damages, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified injuries, penalties, claims, demands, losses, judgments and liabilities ( i including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its obligations under part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Second-Lien Notes issued under the Second-Lien Note Indenture and the payment of them all other Obligations and notwithstanding the discharge thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (RCN Corp /De/)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually an "Indemnitee", (collectively called and collectively, the "Indemnitees" ), harmless ) from and against any and all other liabilities obligations, obligations damages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses judgments and disbursements of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys' 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee expenses, in any manner resulting from, connected with, in respect of, relating to or each case arising out of or resulting from this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan Agreement or the use or intended use exercise by any Indemnitee of any of the proceeds of the Loan right or remedy granted to it hereunder or the Transactions under any other Secured Debt Agreement ( the "indemnified liabilities"); provided but excluding any obligations, however damages, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified injuries, penalties, claims, demands, losses, judgments and liabilities ( i including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its obligations under part (as determined by a court of competent jurisdiction), for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Notes issued under the Credit Agreement, the termination of them all Secured Hedging Agreements and Letters of Credit, the payment of all other Obligations and the discharge thereof, and the occurrence of the Termination Date.

Appears in 1 contract

Samples: Westborn Service Center, Inc.

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually an “Indemnitee”, (collectively called and collectively, the " Indemnitees "), harmless ”) from and against any and all other liabilities obligations, obligations damages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses judgments and disbursements of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee expenses, in any manner resulting from, connected with, in respect of, relating to or each case arising out of or resulting from this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan Agreement or the use or intended use exercise by any Indemnitee of any of the proceeds of the Loan right or remedy granted to it hereunder or the Transactions under any other Secured Debt Agreement ( the "indemnified liabilities"); provided but excluding any obligations, however damages, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified injuries, penalties, claims, demands, losses, judgments and liabilities ( i including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its obligations under part (as determined by a court of competent jurisdiction in a final and non-appealable decision), for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Notes issued under the Second-Lien Credit Agreement and the payment of them all other Obligations and notwithstanding the discharge thereof.

Appears in 1 contract

Samples: Pledge Agreement (EnerSys)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Pledgee and each of other Secured Creditor and their officers respective successors, directors assigns, employees, agents and agents affiliates (individually an “Indemnitee”, (collectively called and collectively, the " Indemnitees "), harmless ”) from and against any and all other liabilities obligations, obligations damages, injuries, penalties, claims, demands, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses judgments and disbursements of any kind or nature whatsoever liabilities (including, without limitation, the liabilities for penalties) of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for all reasonable costs, expenses and disbursements, including reasonable attorneys’ 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee expenses, in any manner resulting from, connected with, in respect of, relating to or each case arising out of or resulting from this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan Agreement or the use or intended use exercise by any Indemnitee of any of the proceeds of the Loan right or remedy granted to it hereunder or the Transactions under any other Secured Debt Agreement ( the "indemnified liabilities"); provided but excluding any obligations, however damages, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified injuries, penalties, claims, demands, losses, judgments and liabilities ( i including, without limitation, liabilities for penalties) or expenses of whatsoever kind or nature to the extent such is finally judicially determined to have resulted solely from (A) the incurred or arising by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction)). In no event shall the Pledgee hereunder be liable, in the absence of gross negligence or willful misconduct on its obligations under part (as determined by a court of competent jurisdiction), for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies or other property actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by the Indemnitees or any Notes issued under the DIP Credit Agreement, the termination of them all Post Petition Secured Hedging Agreements, the payment of all other Obligations and the discharge thereof, and the occurrence of the Termination Date.

Appears in 1 contract

Samples: Cooper-Standard Holdings Inc.

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender Pledgee in such capacity, the Collateral Agent each other Secured Creditor and their respective successors, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors assigns, employees, affiliates, agents and agents servants (hereinafter in this Section 11 referred to individually an "Indemnitee," and, ( collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities, obligations, losses damages, damages injuries, penalties, claims, demands, actions , judgments , suits, claims judgments and losses of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for any and all costs, expenses and disbursements disbursements, including reasonable attorneys' fees and expenses, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any kind right or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating remedy granted to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan it hereunder or the Transactions under any other Secured Debt Agreement ( the "indemnified but excluding any liabilities "); provided , however obligations, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) damages, injuries, penalties, claims, demands, actions, suits, judgments, losses, expenses, costs or disbursements to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform (as determined by a court of competent jurisdiction in a final and non-appealable decision)). In no event shall the Pledgee be liable, in the absence of gross negligence or willful misconduct on its obligations under part, for any Loan Document matter or (C) such Indemnitee's violation of law or (ii) thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of all indemnified liabilities incurred such obligations which is permissible under applicable law. Notwithstanding anything to the contrary contained in this Agreement, CanCo shall not be jointly and severally liable with the other Pledgors for any indemnity obligations under this Section 11 to the extent such joint and several liability is prohibited by the Indemnitees or any of them applicable CanCo Restrictions then in effect, although CanCo shall remain obligated for indemnity obligations with respect to its own actions.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Silgan Holdings Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender Pledgee, the Collateral Agent each other Secured Creditor and their respective successors, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors assigns, employees, and agents, affiliates and servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities, obligations, losses damages, damages injuries, penalties, claims, demands, actions , judgments , suits, claims judgments and losses of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for any and all reasonable costs, expenses and disbursements disbursements, including reasonable attorneys' fees and expenses, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any kind right or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating remedy granted to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan it hereunder or the Transactions under any other Secured Debt Agreement ( the "indemnified but excluding any liabilities "); provided , however obligations, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) damages, injuries, penalties, claims, demands, actions, suits, judgments and losses or expenses to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence negligence, bad faith or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation ). In no event shall the Pledgee be liable, in the absence of law gross negligence, bad faith or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by Notes issued under the Indemnitees or any Credit Agreement, the termination of them all Secured Hedging Agreements and Letters of Credit, and the payment of all Obligations and notwithstanding the discharge thereof.

Appears in 1 contract

Samples: Dominos Inc

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Pledgor jointly and severally agrees (i) to indemnify, pay reimburse and hold harmless the Lender Pledgee, the Collateral Agent each other Secured Creditor and their respective successors, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors assigns, employees, and agents, affiliates and servants ( individually an "Indemnitee," and collectively called the "Indemnitees" ), harmless ) from and against any and all other liabilities, obligations, losses damages, damages injuries, penalties, claims, demands, actions , judgments , suits, claims judgments and losses of whatsoever kind or nature, and (ii) to reimburse each Indemnitee for any and all reasonable costs, expenses and disbursements disbursements, including reasonable attorneys' fees and expenses, in each case growing out of or resulting from this Agreement or the exercise by any Indemnitee of any kind right or nature whatsoever (including, without limitation, the 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 as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating remedy granted to or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan it hereunder or the Transactions under any other Secured Debt Agreement ( the "indemnified but excluding any liabilities "); provided , however obligations, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) damages, injuries, penalties, claims, demands, actions, suits, judgments and losses or expenses to the extent such is finally judicially determined to have resulted solely from (A) the incurred by reason of gross negligence negligence, bad faith or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee 's violation . In no event shall the Pledgee be liable, in the absence of law gross negligence, bad faith or (ii) willful misconduct on its part, for any matter or thing in connection with this Agreement other than to account for monies actually received by it in accordance with the terms hereof. If and to the extent that the obligations of any Indemnitee Pledgor under this Section 11 are unenforceable for any Loan Document. To the extend that the undertaking reason, such Pledgor hereby agrees to 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 Company shall contribute make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction of such obligations which is permissible under applicable law. The indemnity obligations of each Pledgor contained in this Section 11 shall continue in full force and effect notwithstanding the full payment of all indemnified liabilities incurred by Notes issued under the Indemnitees or any Credit Agreement, the termination of them all Secured Hedging Agreements and Letters of Credit, and the payment of all Obligations and notwithstanding the discharge thereof.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Dominos Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Reaffirming Party agrees to indemnify indemnify Chase, pay and hold the Lender each Fronting Bank, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, each Lender and each of their respective directors, trustees, officers, directors, employees employees and agents (each such person being called an "Indemnitee") against, and agents to hold each Indemnitee harmless from, (collectively called the "Indemnitees"), harmless from any and against any all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, costs or expenses or disbursements (including reasonable attorneys' fees and disbursements expenses) of any whatsoever kind or nature whatsoever which may be imposed on, asserted against or incurred by any of the Indemnitees arising out of, in any way connected with, or as a result of ( including, without limitation i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby or thereby, the fees performance by the parties hereto and disbursements thereto of counsel for such Indemnitees in connection with their respective obligations thereunder or the consummation of the transactions contemplated hereby and thereby, or (ii) any investigative claim, administrative litigation, investigation or judicial proceeding commenced or threatened relating to any of the foregoing, whether or not such any Indemnitee shall be designated as is a party thereto ) ; provided that such indemnity shall not, which may be suffered by imposed on, incurred by, or asserted against that 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 nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, Chase, any Fronting Bank or any Lender and its directors, trustees, officers and employees as a single Indemnitee). The obligations of such Reaffirming Party under this Section shall be secured hereby and shall remain operative and in any manner resulting from, connected with, in respect of, relating to or arising out full force and effect regardless of the expiration of the term of this Agreement, the Notes consummation of the transactions contemplated hereby, the Mortgage, the Lender's agreement to make the Loan or the use or intended use repayment of any of the proceeds of Obligations, the Loan hereunder invalidity or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations unenforceability of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative term or provision of any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees this Agreement or any other Collateral Document, or any investigation made by or on behalf of them Chase, any Fronting Bank or any Lender. All amounts due under this Section 3.01 shall be payable on written demand therefor.

Appears in 1 contract

Samples: Amended and Restated Credit Agreement (Ucar International Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Each Reaffirming Party agrees to indemnify indemnify JPMorgan Chase, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, each Lender and each of their respective directors, trustees, officers, directors, employees employees and agents (each such person being called an "LNDEMNITEE") against, and agents, (collectively called the "Indemnitees"), to hold each Indemnitee harmless from any and against any all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, costs or expenses or disbursements (including reasonable attorneys' fees and disbursements expenses) of any whatsoever kind or nature whatsoever which may be imposed on, asserted against or incurred by any of the Indemnitees arising out of, in any way connected with, or as a result of ( including, without limitation i) the execution or delivery of this Agreement or any Realignment Transaction or any agreement or instrument contemplated hereby or thereby, the fees performance by the parties hereto and disbursements thereto of counsel for such Indemnitees in connection with their respective obligations thereunder or the consummation of the transactions contemplated hereby and thereby, or (ii) any investigative claim, administrative litigation, investigation or judicial proceeding commenced or threatened relating to any of the foregoing, whether or not such any Indemnitee shall be designated as is a party thereto ) ; provided that such indemnity shall not, which may be suffered by imposed on, incurred by, or asserted against that 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 nonappealable judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee (treating, for this purpose only, JPMorgan Chase, any Lender and its directors, trustees, officers and employees as a single Indemnitee). The obligations of such Reaffirming Party under this Section shall be secured hereby and shall remain operative and in any manner resulting from, connected with, in respect of, relating to or arising out full force and effect regardless of the expiration of the term of this Agreement, the Notes consummation of the transactions contemplated hereby, the Mortgage, the Lender's agreement to make the Loan or the use or intended use repayment of any of the proceeds of Obligations, the Loan hereunder invalidity or the Transactions (the "indemnified liabilities"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations unenforceability of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative term or provision of any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees this Agreement or any other Collateral Document, or any investigation made by or on behalf of them JPMorgan Chase or any Lender. All amounts due under this Section 3.01 shall be payable on written demand therefor.

Appears in 1 contract

Samples: Ucar International Inc

Indemnity. In addition to Each of the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated, the Company Borrowers jointly and severally agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes Fleet, and each of their its officers, directors, employees, and agents, and affiliates (collectively called the "Indemnitees"), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for any of such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not any of such Indemnitee Indemnitees shall be designated as a party thereto ), which ) that may be suffered by imposed on, incurred by, or asserted against that Indemnitee, any indemnitee in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement Agreement or any other agreements executed and delivered by the Borrowers or the Parent in connection herewith, the Notes statements contained in any commitment letter delivered by Fleet, the Mortgage, the Lender Fleet's agreement to make the Loan Advances or to issue Letters of Credit hereunder, the use or intended use of any Letters of Credit, or the use or intended use of the proceeds of any of the proceeds of the Loan Advances hereunder or the Transactions (the " indemnified liabilities Indemnified Liabilities"); provided, however, that the Company Borrowers shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely Indemnified Liabilities arising from (A) the gross negligence or willful misconduct of that Indemnitee such Indemnitee. In litigation, or (B) the failure preparation therefor, Fleet shall be entitled to select its own counsel and, in addition to the foregoing indemnity, the Borrowers jointly and severally agree to pay promptly the reasonable fees and expenses of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document counsel. To the extend extent that the undertaking to indemnify, pay and hold harmless set forth in the two immediately preceding sentence sentences may be unenforceable because it is violative of any law or public policy, each of the Company Borrowers shall contribute the maximum portion which that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities Indemnified Liabilities incurred by the Indemnitees or any of them . The provisions of the undertakings and indemnification set out in this Section 8.10 shall survive satisfaction and payment of the Advances and termination of this Agreement.

Appears in 1 contract

Samples: Second Amended and Restated Credit Agreement (Quaker Fabric Corp /De/)

Indemnity. In addition to Each of the payment of expenses pursuant to Section 7.2 Company, whether or not Publishing and the transactions contemplated hereby shall be consummated Guarantor agrees, the Company agrees jointly and severally, to indemnify, pay reimburse and hold the Lender GPH and its directors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers, directors members, employees, representatives and agents, agents ( collectively called the "Indemnitees" ), ) harmless from any and against any all other liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, costs or expenses or disbursements (including reasonable attorneys' fees and disbursements expenses) of any whatsoever kind or nature whatsoever ( including, without limitation, the 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 as a party thereto), "Losses") which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, or incurred by any of the Indemnitees in any manner resulting from, connected with, in respect of, way relating to or arising out of this Agreement, the Security Agreement, the Notes or the Publishing Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided transactions contemplated hereby and thereby, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) except to the extent that such is finally judicially determined to have resulted solely from (A) Losses are caused by the gross negligence or willful misconduct of that Indemnitee or (B) the failure bad faith of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation Indemnitees as determined by a final judgment of law or (ii) in connection with the a court of competent jurisdiction. The obligations of any Indemnitee the Company, Publishing and the Guarantor under any Loan Document. To the extend that the undertaking to indemnify, pay this Section shall be secured hereby and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the survive payment and satisfaction performance or discharge of all indemnified liabilities incurred by the Indemnitees or any Obligations and the termination of them this Agreement and the Note Purchase Agreement.

Appears in 1 contract

Samples: Golden Books Family Entertainment Inc

Indemnity. In addition to Each of the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby Parties shall be consummated, the Company agrees to jointly and severally indemnify, pay defend and hold save harmless the Lender Escrow Agent and its affiliates and their respective successors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers assigns, directors, employees officers, agents and agents, employees ( collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties , judgments, settlements, actions, judgments, suits, claims proceedings, costs litigation, investigations, costs or expenses and disbursements of any kind or nature whatsoever ( including, without limitation, including the reasonable fees and disbursements expenses of in house or one outside counsel for such Indemnitees and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Escrow Agent Losses”) arising out of or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out (a) the Escrow Agent’s execution and performance of this Agreement, the Notes tax reporting or withholding, the Mortgage, the Lender's agreement to make the Loan or the use or intended use enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided Indemnitee, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) except to the extent that such is finally judicially determined to Escrow Agent Losses have resulted solely from (A) been caused by the bad faith, gross negligence or willful misconduct of that Indemnitee the Escrow Agent or any such Indemnitee, or ( B b) its following any instructions or other directions from Buyer or Holdings, except to the failure extent that its following any such instruction or direction is expressly forbidden by the terms hereof. The Parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of such Indemnitee to perform its obligations under any Loan Document the Escrow Agent or (C) such Indemnitee's violation the termination of law or (ii) in connection with this Agreement. The Parties hereby grant the obligations Escrow Agent a lien on, right of set-off against and security interest in, the Escrow Fund for the payment of any reasonable claim for indemnification, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, upon prior written notice to the Parties, to charge against and withdraw from the Escrow Fund for its own account or for the account of an Indemnitee any amounts due to the Escrow Agent or to an Indemnitee under any Loan Document this Section 8. To the extend that the undertaking to 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 Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law Notwithstanding anything to the payment contrary herein, Buyer and satisfaction Holdings agree, solely as between themselves, that any obligation for indemnification under this Section 8 (or for reasonable fees and expenses of all indemnified liabilities incurred the Escrow Agent described in Section 7) shall be borne by the Indemnitees Party or any Parties determined by a court of them competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Buyer and one-half by Holdings. The provisions of this Section 8 shall survive the resignation or removal of the Escrow Agent and the termination of this Agreement.

Appears in 1 contract

Samples: Escrow Agreement (Horizon Pharma, Inc.)

Indemnity. In addition to Each of the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby Parties shall be consummated, the Company agrees to jointly and severally indemnify, pay defend, and hold harmless the Lender Escrow Agent and its affiliates and their respective successors, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers assigns, directors, employees officers, agents and agents, employees ( collectively called the " Indemnitees "), harmless ”) from and against any and all other liabilities, obligations, losses, damages, claims, liabilities, penalties , judgments, settlements, actions, judgments, suits, claims proceedings, costs litigation, investigations, costs or expenses and disbursements of any kind or nature whatsoever ( including, without limitation, including the reasonable fees and disbursements expenses of one outside counsel for such Indemnitees and experts and their staffs and all expense of document location, duplication and shipment) (collectively “Escrow Agent Losses”) arising out of or in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out (a) the Escrow Agent’s execution and performance of this Agreement, the Notes tax reporting or withholding, the Mortgage, the Lender's agreement to make the Loan or the use or intended use enforcement of any rights or remedies under or in connection with this Agreement, or as may arise by reason of any act, omission or error of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided Indemnitee, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) except to the extent that such is finally judicially determined to Escrow Agent Losses, as adjudicated by a court of competent jurisdiction, have resulted solely from (A) been caused by the fraud, gross negligence or willful misconduct of that Indemnitee such Indemnitee, or ( B b) its following any instructions or other directions from Murray NewCo or GACP. The Parties hereby grant the failure Escrow Agent a lien on, right of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with set-off against and security interest in, the obligations Escrow Funds for the payment of any Indemnitee reasonable claim for indemnification, expenses and amounts due hereunder. In furtherance of the foregoing, the Escrow Agent is expressly authorized and directed, but shall not be obligated, upon prior written notice to the Parties, to charge against and withdraw from the Escrow Funds for its own account or for the account of an indemnitee any amounts due to the Escrow Agent or to an indemnitee under this Section 8. Notwithstanding anything to the contrary herein, the Parties agree, solely as between themselves, that any Loan Document obligation for indemnification under this Section 8 (or for reasonable fees and expenses of the Escrow Agent described in Section 7) shall be borne by the Party or Parties determined by a court of competent jurisdiction to be responsible for causing the loss, damage, liability, cost or expense against which the Escrow Agent is entitled to indemnification or, if no such determination is made, then one-half by Murray NewCo and one-half by GACP. To the extend The Parties acknowledge that the undertaking to indemnify, pay and hold harmless set forth in foregoing indemnities shall survive the preceding sentence may be unenforceable because it is violative resignation or removal of any law the Escrow Agent or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction termination of all indemnified liabilities incurred by the Indemnitees or any of them this Agreement.

Appears in 1 contract

Samples: Escrow Agreement