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 (RBF Finance Co), Senior Secured Loan Agreement (R&b Falcon Corp), Senior Secured Loan Agreement (RBF Finance 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 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 II, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.), Loan Agreement (KBS Real Estate Investment Trust, Inc.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby Borrower shall be consummated, the Company agrees to 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"), harmless Lender 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, including the reasonable fees and disbursements of counsel for such Indemnitees Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee Lender shall be designated as a party thereto), which that may be suffered by imposed on, incurred by, or asserted against that Indemnitee, Lender in any manner resulting from, connected with, in respect of, relating to or arising out of (a) any breach by any Relevant Party of its Obligations under, or any material misrepresentation by Borrower contained in, this Agreement, Agreement or the Notes, the Mortgage, the Lender's agreement to make the other Loan or Documents; and (b) the use or intended use of any of the proceeds of the Loan hereunder or (collectively, the Transactions (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company Borrower shall not have no any obligation to an Indemnitee Lender hereunder with respect to indemnified liabilities (i) to the extent that such is finally judicially determined to have resulted solely Indemnified Liabilities arise from (A) the gross negligence negligence, illegal acts, fraud 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 Lender. To the extend extent that the undertaking to indemnify, pay defend 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 shall contribute pay 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 Lender.

Appears in 12 contracts

Samples: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.)

Indemnity. In addition to Irrespective of whether the payment LOC Commitment or the Letter of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated Credit is terminated, the Company Borrower agrees to indemnify indemnify jointly and severally the Issuing Lender and each Related Party of the Issuing Lender (each such Person being called an “Indemnitee”) against, pay and hold the Lender each Indemnitee harmless from, the Collateral Agent any and all losses, 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 related expenses, actions including the reasonable and documented fees, judgments, suits, claims, costs, expenses charges and disbursements of any kind counsel for any Indemnitee, incurred by or nature whatsoever asserted against any Indemnitee by any third party arising out of, or as a result of any actual claim, litigation, investigation or proceeding relating to ( i) the execution or delivery of this Agreement or the performance by the parties hereto of their respective obligations hereunder or (ii) the Letter of Credit or any LOC Disbursement regardless of whether any Indemnitee is a party thereto but excluding in each case any actual or threatened claim, litigation, investigation or proceeding solely among Indemnitees and/or Participants and/or Lender Counterparties; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses have resulted from the gross negligence, bad faith or willful misconduct of any Indemnitee; provided, further, that such indemnity shall be subject to, and only payable in accordance with, the Priority of Payments and, solely with respect to LOC Reimbursement Obligations, the Payment Restrictions, including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative as may limit 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 restrict payment of any of the proceeds of the Loan hereunder LOC Reimbursement Obligation or the Transactions (the "indemnified liabilities"); provided interest thereon. It is understood and agreed that, 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 not precluded by a conflict of interest, each Indemnitee shall endeavor 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 work cooperatively with the obligations of Borrower with a view toward minimizing the legal and other expenses associated with any Indemnitee under defense and any Loan Document potential settlement or judgment. To the extend that the undertaking extent reasonably practicable and not disadvantageous to indemnify, pay any Indemnitee and hold harmless set forth in the preceding sentence absence of any conflict of interest, a single counsel selected by the Borrower, and approved by the Indemnitee, may be unenforceable because it is violative used. Settlement of any law claim or public policy, litigation involving any material indemnified amount will require the Company shall contribute approvals of the maximum portion which it is permitted Borrower (not to pay be unreasonably withheld) and satisfy under applicable law the relevant Indemnitee (not to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees be unreasonably withheld or any of them delayed).

Appears in 10 contracts

Samples: Reimbursement Agreement (Protective Life Corp), Reimbursement Agreement (Protective Life Corp), Reimbursement Agreement (Protective Life Insurance Co)

Indemnity. In addition (a) Subject to the payment priority of expenses pursuant to Section 7.2, whether or not payments set forth in the transactions contemplated hereby shall be consummated Indenture, the Company agrees to indemnify, pay Issuer shall indemnify the Administrator 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 its shareholders, directors, employees officers, employees and agents affiliates against all losses, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations, losses claims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements (including all expenses of any kind litigation 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, preparation therefor whether or not such Indemnitee shall be designated as the Administrator is a party thereto ), which ) that any of them may be suffered by imposed on, incurred by, pay or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or incur arising out of or relating to this Agreement, Administration Agreement and 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") services called for herein; provided, however, that such indemnity shall not apply to any such loss, claim, damage, penalty, judgment, liability or expense resulting from 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 Administrator’s negligence or willful misconduct in the performance 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 hereunder.

Appears in 10 contracts

Samples: Administration Agreement (Consumers 2014 Securitization Funding LLC), Administration Agreement (Consumers Energy Co), Administration Agreement (Duke Energy Florida, Llc.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby The Lessee shall be consummated, the Company agrees to at all times indemnify, pay defend, protect and hold the Lender Agency, and any director, member, officer, employee, servant, agent (excluding for this purpose the Lessee, which is not obligated hereby to indemnify its own employees or affiliated individuals or entities) thereof and persons under the Agency’s control or supervision (collectively, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, “Indemnified Parties” and each of their officers an “Indemnified Party”) harmless of, directors, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any and all other liabilities claims (whether in tort, obligations contract or otherwise), losses taxes (of any kind and by whomsoever imposed), damages demands, penalties, fines, liabilities, lawsuits, actions, judgments proceedings, suits settlements, claims costs and expenses, including attorney and consultant fees, investigation and laboratory fees, court costs, and litigation expenses and disbursements (collectively, “Claims”) of any kind or for losses, damage, injury and liability (collectively, “Liability”) of every kind and nature whatsoever and however caused ( including except, 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 any Indemnified Party, Liability arising from (A) the gross negligence or willful misconduct of such Indemnified Party), arising during the period commencing on the Commencement Date, and continuing throughout the term of this Agreement, arising upon, about, or in any way connected with the Facility Realty, the Facility Personalty, the Project, the use of the Sales Tax Exemption or any of the transactions with respect thereto. The Lessee releases each Indemnified Party from, and agrees that Indemnitee no Indemnified Party shall be liable to the Lessee for any Claim or Liability arising from or incurred as a result of action taken or not taken by such Indemnified Party with respect to any of the matters set forth in this Section 7(a) including any Claim or Liability arising from or incurred as a result of the negligence or willful misconduct of such Indemnified Party, or at the direction of the Lessee with respect to any of such matters above referred to. An Indemnified Party shall promptly notify the Lessee in writing of any claim or action brought against such Indemnified Party in which indemnity may be sought against the Lessee pursuant to this Section 7(a); such notice shall be given in sufficient time to allow the Lessee to defend or participate in such claim or action, but the failure to give such notice in sufficient time shall not constitute a defense hereunder nor in any way impair the obligations of the Lessee under this Section 7(a). Anything to the contrary in this Agreement notwithstanding, the covenants of the Lessee contained in this Section 7(a) shall be in addition to any and all other obligations and liabilities that the Lessee may have to any Indemnified Party in any other agreement or at common law, and shall remain in full force and effect after the termination of this Agreement until the later of ( B i) the failure expiration of such Indemnitee to perform its obligations under any Loan Document the period stated in the applicable statute of limitations during which a claim or (C) such Indemnitee's violation cause of law or action may be brought and (ii) payment in connection with full or the satisfaction of such claim or cause of action and of all expenses and charges incurred by the Indemnified Party relating to the enforcement of the provisions herein specified. The obligations of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify, pay and hold harmless Lessee set forth in this Section 7(a) shall survive the preceding sentence may be unenforceable because it is violative termination 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 this Agreement.

Appears in 9 contracts

Samples: Industrial Development Agency Agency and Lease Agreement, Industrial Development Agency Agency and Lease Agreement, Industrial Development Agency Agency and Lease Agreement

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby Borrower shall be consummated, the Company agrees to 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"), harmless Lender 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, including the reasonable fees and disbursements of counsel for such Indemnitees Lender in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee Lender shall be designated as a party thereto), which that may be suffered by imposed on, incurred by, or asserted against that Indemnitee, Lender in any manner resulting from, connected with, in respect of, relating to or arising out of (i) any breach by any Relevant Party of its Obligations under, or any material misrepresentation by Borrower contained in, this Agreement, Agreement or the Notes, the Mortgage, the Lender's agreement to make the other Loan or Documents; and (ii) the use or intended use of any of the proceeds of the Loan hereunder or (collectively, the Transactions (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company Borrower shall not have no any obligation to an Indemnitee Lender hereunder with respect to indemnified liabilities (i) to the extent that such is finally judicially determined to have resulted solely Indemnified Liabilities arise from (A) the gross negligence negligence, illegal acts, fraud 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 Lender. To the extend extent that the undertaking to indemnify, pay defend 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 shall contribute pay 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 Lender.

Appears in 6 contracts

Samples: Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes Inc.), Loan Agreement (Invitation Homes 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 Borrower covenants and agrees to indemnify, pay indemnify 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"), Lender harmless from and against any and all other liabilities claims for brokerage fees or commissions with respect to the making or consummation of the Loan, obligations and all claims, actions, suits, proceedings, costs, expenses, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses damages and disbursements liabilities of any kind or nature whatsoever (including kind, without limitation including but not limited to attorneys’ fees, the fees expenses, penalties 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) interest, which may be suffered by imposed on, incurred by, or asserted against that Indemnitee or incurred by Lender by reason of any matter relating directly to the Loan, in any manner resulting from, connected with, in respect of, relating to or and arising out of this Agreement the ownership, the Notes condition, the Mortgage development, the Lender's agreement to make the Loan construction, sale, rental or the use or intended use of any financing of the proceeds of the Loan hereunder Property or the Transactions (the "indemnified liabilities"); provided any part thereof, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) other than to the extent such is finally judicially determined to have resulted solely from (A) arising as a direct result 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 Lender. 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 The foregoing indemnity shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to survive the payment and satisfaction performance of all indemnified liabilities Obligations to Lender under the Loan Documents, and should Lender incur any liability for or in defense of any of the foregoing matters, the amount thereof (and all costs, expenses and attorneys’ fees incurred by Lender in connection therewith) shall be added to the Indemnitees principal amount of the Loan and shall bear interest at the Default Rate (as defined in the Note) to the extent permitted by applicable law. Furthermore, Borrower covenants that, upon notice from Lender that any action or proceeding has been brought against Lender by reason of any of them such matters, Borrower shall promptly resist or defend such action or proceeding in a manner satisfactory to Lender at Borrower’s expense.

Appears in 6 contracts

Samples: Loan Agreement (Hartman Short Term Income Properties XX, Inc.), Loan Agreement (Summit Hotel Properties, Inc.), Loan Agreement (Hartman Short Term Income Properties XX, Inc.)

Indemnity. (a) 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, the Lender , the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes -Related Persons, and each of their officers, directors, employees, and agents, Participant (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 Total 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, Letters of Credit 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 fraud, 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 . Each Indemnitee will promptly notify Borrower of law or (ii) in connection with each event of which it has knowledge which may give rise to a claim under the obligations indemnification provisions 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 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 6 contracts

Samples: Credit Agreement (Ares Management Corp), Credit Agreement (Ares Management Corp), Credit Agreement (Ares Management Lp)

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 Collateral 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 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 Mortgagor shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by 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 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.

Appears in 5 contracts

Samples: Security Agreement and Fixture Filing (Jacobs Entertainment Inc), Security Agreement and Fixture Filing (Jacobs Entertainment Inc), Security Agreement and Fixture Filing (Jacobs Entertainment 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.

Appears in 5 contracts

Samples: Forbearance Agreement (Delta Petroleum Corp/Co), 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 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 Collateral 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 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 Mortgagor shall have no ----------------------- -------- ------- obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by 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 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.

Appears in 5 contracts

Samples: Security Agreement (Raceland Truck Plaza & Casino LLC), Taxes and Certain Statutory (Raceland Truck Plaza & Casino LLC), Security Agreement (Raceland Truck Plaza & Casino LLC)

Indemnity. In addition (a) Subject to the payment priority of expenses pursuant to Section 7.2, whether or not payments set forth in the transactions contemplated hereby shall be consummated Indenture, the Company agrees to indemnify Issuer shall indemnify the Administrator, 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 its shareholders, directors, employees officers, employees and agents affiliates against all losses, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations, losses claims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements all expenses of counsel for such Indemnitees in connection with any investigative, administrative litigation or judicial proceeding commenced or threatened, preparation therefor whether or not such Indemnitee shall be designated as the Administrator is a party thereto ), ) which any of them may be suffered by imposed on, incurred by, pay or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or incur arising out of or relating to this Agreement, Administration Agreement and 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") services called for herein; provided, however, that such indemnity shall not apply to any such loss, claim, damage, penalty, judgment, liability or expense resulting from 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 Administrator’s gross negligence or willful misconduct in the performance 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 hereunder.

Appears in 5 contracts

Samples: Administration Agreement (DTE Electric Securitization Funding I LLC), Administration Agreement (WEPCo Environmental Trust Finance I, LLC), Administration Agreement (DTE Electric Securitization Funding I LLC)

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

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 The Seller shall pay, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to and indemnify, pay defend and hold harmless the Lender, the Collateral Administrative Agent, the Trustee Buyers and any Holder of the Secured Notes and holder of the Notes, and each of their respective officers, directors, employees, and agents, advisors and Affiliates ( collectively called the "Indemnitees"), harmless “Indemnified Parties”) from and against against, the “Indemnified Liabilities,” which means any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits , claims , costs, expenses and disbursements (including reasonable attorneys’ fees 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 upon, incurred by, by or asserted against that Indemnitee, any of the Indemnified Parties in any manner resulting from, connected with, in respect of, way relating to or arising out of this Agreement, any of the Notes, Repurchase Documents or any of the Mortgage, the Lender's agreement to make the Loan transactions contemplated thereby or the use of proceeds or intended proposed use of any of proceeds thereof, provided that to the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided extent, however if any, 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 any Indemnified Liabilities are caused by any Indemnified Party’s gross negligence or willful misconduct of misconduct, the indemnity payable to that Indemnitee or (B) Indemnified Party shall be equitably and proportionately reduced, although to the failure full extent permitted under applicable Law, such indemnity shall not be reduced on account of such Indemnitee claims, liabilities, etc. to perform its obligations any extent (i) owed, in whole or in part, under any Loan Document claim or (C) such Indemnitee's violation theory of law strict liability, or (ii) in connection with caused or contributed to by any Indemnified Party’s sole or concurrent ordinary negligence that does not amount to gross negligence or willful misconduct, it being the obligations of any Indemnitee under any Loan Document. To Seller’s intention to hereby indemnify the extend that the undertaking to indemnify, pay Indemnified Parties against their own strict liability and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law their own sole 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 concurrent ordinary negligence.

Appears in 4 contracts

Samples: Master Repurchase Agreement (Horton D R Inc /De/), Master Repurchase Agreement (Horton D R Inc /De/), Master Repurchase Agreement (Horton D R Inc /De/)

Indemnity. In addition The Company will indemnify, defend and hold harmless the Executive 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 fullest extent permitted by law from and against any and all other liabilities losses, obligations claims, losses demands, costs, damages, penalties liabilities, joint or several, expenses of any nature (including reasonable legal fees and disbursements), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, judgments suits or proceedings, suits civil, 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 criminal, administrative or judicial proceeding commenced investigative, in which the Executive may be involved, or threatened, whether or not such Indemnitee shall threatened to be designated involved 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 otherwise, relating to the performance or arising out of this Agreement, the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use non-performance of any act concerning the activities of the proceeds of Company if the Loan hereunder or Executive acted in good faith and the Transactions (the "indemnified liabilities"); provided Executive’s conduct did not constitute gross negligence, 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 knowing violation of law or in any material respect. Expenses ( ii including reasonable legal fees and disbursements) 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 Executive in defending a proceeding will be secured, advanced or paid by the Company or necessary retainers will be funded in advance as required (in such capacity, the “Indemnitor”) in advance of the final disposition and throughout the currency of such proceeding, as incurred, including any appeal therefrom, upon receipt of them an undertaking satisfactory to the Indemnitor by or on behalf of the Executive to repay such amount in the event of a final determination that the Executive is not entitled to be indemnified by the Indemnitor. Any indemnification provided hereunder will be satisfied solely out of the assets of the Indemnitor as an expense of the Indemnitor.

Appears in 4 contracts

Samples: Executive Employment Agreement (Seaspan CORP), Executive Employment Agreement (Seaspan CORP), Executive Employment Agreement (Seaspan CORP)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 9.3, whether or not the transactions contemplated hereby shall be consummated, the Company agrees Loan Parties agree to indemnify, pay and hold the Agent, each Lender, the Collateral Agent, the Trustee any participants or assignees and any Holder of the Secured Notes and holder of the Notes, and each of their respective officers, directors, employees, and agents, consultants, auditors, persons engaged by any of them to evaluate or monitor the Collateral, affiliates and attorneys of any 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, including 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 ) that 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 Agreement or the other Transaction Documents, the Notes consummation of the transactions contemplated by this Agreement or the other Transaction Documents, the Mortgage statements contained in the Commitment Letter, the Lender's Lenders’ agreement to make the Term Loan or hereunder, the use or intended use of the proceeds of any of the proceeds Term Loan or the exercise of the Loan any right or remedy hereunder or under the Transactions other Transaction Documents (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, provided that the Company Loan Parties 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 directly arising from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure 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) competent jurisdiction 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 a final nonappealable decision.

Appears in 4 contracts

Samples: Loan and Security Agreement (Sebring Software, Inc.), Loan and Security Agreement (Genesis Group Holdings Inc), Loan and Security Agreement (Genesis Group Holdings Inc)

Indemnity. In addition The Borrowers 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 Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Lender and each and all of their its officers, directors, employees, attorneys, affiliates, and agents, agents ( collectively called the "Indemnitees"), harmless “Indemnified Parties”) 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 the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee the Indemnified Parties shall be designated as by a party thereto , or otherwise), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee any Indemnified Party (whether direct, indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement Agreement or the other Financing Agreements, or any act, event or transaction related or attendant thereto, the Notes, making and the Mortgage, the Lender's agreement to make management of the Loan (including, without limitation, any liability under federal, state or local environmental laws or regulations) or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") hereunder; provided, however, that the Company Borrowers shall not have no any obligation to an Indemnitee any Indemnified Party hereunder with respect to indemnified liabilities (i) to matters caused by or resulting 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 obligations of any Indemnitee under any Loan Document Indemnified Party. 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 Borrowers 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 matters incurred by the Indemnitees Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or any expense incurred by the Indemnified Parties shall be paid to the Indemnified Parties on demand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrowers, be added to the Liabilities, and be secured by the Collateral and the Real Property. The provisions of them and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement.

Appears in 4 contracts

Samples: Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to shall pay, indemnify, pay and hold the Lender Agent-Related Persons, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, each Bank and each of their respective officers, directors, employees, counsel, agents and agents attorneys-in-fact (each, (collectively called the an " Indemnitees Indemnified Person" ), ) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, charges, expenses and or disbursements (including Attorney Costs) of any kind or nature whatsoever (including which may be incurred by or asserted against any such Indemnified Person arising out of relating to the execution, without limitation delivery, enforcement, performance or administration of this Agreement or any other Loan Documents, or the fees transactions contemplated hereby and disbursements thereby, and with respect to any investigation, litigation or proceeding related to this Agreement or the Loans or the use of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened the proceeds thereof, whether or not such Indemnitee shall be designated as any Indemnified Person is a party thereto) thereto (all the foregoing, 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 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 Liabilities"); provided , however , that the Company shall have no obligation hereunder to an Indemnitee hereunder any Indemnified Person with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted Indemnified Liabilities arising solely from (A) the gross negligence or willful misconduct of that Indemnitee such Indemnified Person. The obligations in this Section 10.5 shall survive payment or (B) satisfaction of all other Obligations. At 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 election 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 Indemnified Person, the Company shall contribute defend such Indemnified Person using legal counsel satisfactory to such Indemnified Person in such Person's sole discretion, at the maximum portion which it is permitted to pay sole cost and satisfy expense of the Company. All amounts owing under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them. this Section 10.5 shall be paid within thirty (30) days after demand. 10.6

Appears in 4 contracts

Samples: Unsecured Credit Agreement (Bedford Property Investors Inc/Md), Credit Agreement (Bedford Property Investors Inc/Md), Credit Agreement (Bedford Property Investors Inc/Md)

Indemnity. (a) In addition to the payment of expenses pursuant to Section 7.2 11.2, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold the Lender harmless, the Collateral Agent, the Trustee each Agent and any Holder of the Secured Notes and holder of the Notes, Lender and each of their respective officers , partners, members, directors, trustees, advisors, employees, and agents, sub-agents and affiliates ( 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"); provided, however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) Indemnified Liabilities pursuant to the extent such is finally judicially determined to have resulted solely from (A) the gross negligence or willful misconduct Priority 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 Payments. To the extend extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence this Section 11.3 may be unenforceable in whole or in part because it is they are violative of any law or public policy, the Company Borrower 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 them pursuant to the Priority of Payments. This Section 11.3(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, or similar amounts arising from any non-Tax claim.

Appears in 4 contracts

Samples: Credit Agreement (Apollo Debt Solutions BDC), Credit Agreement (Owl Rock Technology Finance Corp.), Credit Agreement (Bain Capital Specialty Finance, Inc.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to defend, indemnify, pay and hold the Lender, the Collateral Agent, the Trustee harmless Agents and any Holder of the Secured Notes and holder of the Notes Lenders, and each of their the officers, directors, trustees, partners, employees, and agents, attorneys and affiliates of any of Agents and Lenders (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 such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), which whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be suffered by imposed on, incurred by, or asserted against that any such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, the Notes without limitation, the Mortgage, the Lender's Lenders' agreement to make the Loan Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the proceeds Letters of the Loan hereunder or the Transactions Credit) ( collectively called the " indemnified liabilities Indemnified Liabilities"); provided, however, provided that the Company shall not 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 extent, and only to have resulted solely the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose 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 defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company 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 4 contracts

Samples: Security Agreement (Outsourcing Solutions Inc), Credit Agreement (Aurora Foods Inc /De/), Security Agreement (Aurora Foods Inc /Md/)

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 defend and hold the Lender, the harmless Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Agent and each of their the other Secured Parties, and the officers, directors, employees, agents and agents Affiliates of Collateral Agent 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 settlement costs ), expenses and or disbursements of any kind or nature whatsoever ( including, without limitation, including the 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 ) that 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 Agreement or any other Loan Document (including any misrepresentation by any Pledgor in this Agreement or the use or intended use of any of the proceeds of the other Loan hereunder or the Transactions Document) (the "indemnified liabilities" “Indemnified Liabilities”); provided provided that, however, that the Company no Pledgor shall have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent Indemnified Liabilities if it has been determined by a final decision 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 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 4 contracts

Samples: Security Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.), Security Agreement (Herbalife Ltd.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 11.5, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee Banks and any Holder of the Secured Notes and holder of the Notes any Note, and each of their the officers, directors, employees, employees and agents, agents of Banks and such holders ( individually called an "Indemnitee" and collectively called the "Indemnitees" ), ) harmless from and against 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 proceeding, 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 such 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 Loans hereunder or the Transactions (the "indemnified liabilities"); provided, however, provided 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 arising 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 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 incurred by the Indemnitees or any of them.

Appears in 3 contracts

Samples: Credit Agreement (McGrath Rentcorp), Credit Agreement (McGrath Rentcorp), Credit Agreement (McGrath Rentcorp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 11(a), whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee and any Holder of the each Secured Notes and holder of the Notes Party, and each of their the officers, directors, employees, and agents, consultants, partners, auditors, accountants, affiliates and attorneys of each Secured Party (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, including the reasonable and documented 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 ) that 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 or any other document related thereto, the Mortgage consummation of the transactions contemplated by this Agreement, the Lender's agreement to make the Loan or the use or intended use of the proceeds of any of the proceeds Notes, the existence or perfection of the Loan hereunder any Liens, or realization upon any Collateral, or the Transactions exercise of any right or remedy under this Agreement, or any other document related thereto (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company (i) 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 Indemnitee or (B) the failure as determined by a final non-appealable judgment by a court of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation of law or competent jurisdiction; and (ii) in connection with the obligations Indemnitee shall give Borrower prompt written notice of any claims, actions or suits asserted against the 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 relating to the payment Indemnified Liabilities, provided, however, that failure to provide such notice shall not impair the rights and satisfaction remedies of all indemnified liabilities incurred the parties hereunder unless Borrower is materially prejudiced by the Indemnitees or any of them such failure to provide prompt written notice.

Appears in 3 contracts

Samples: Security Agreement (Double Eagle Holdings, Ltd.), Security Agreement (Naked Brand Group Inc.), Security Agreement (Naked Brand Group Inc.)

Indemnity. (a) In addition to the payment of expenses pursuant to Section 7.2 10.02, whether or not the transactions contemplated hereby shall be are consummated, the Company each Loan Party agrees to defend (subject to Indemnitees’ rights to selection of counsel), indemnify, pay and hold the Lender harmless, the Collateral each Agent, the Trustee Arrangers, the Bookrunners, the Issuing Bank, the Swing Line Lender and any Holder of Lender and the Secured Notes and holder of the Notes officers, and each of their officers partners, members, directors, trustees, shareholders, advisors, employees, and representatives, attorneys, controlling persons, agents, sub-agents and Affiliates of each of the Agents, the Arrangers, the Bookrunners, the Issuing Bank, the Swing Line Lender and Lender, as well as the respective heirs, successors and assigns of the foregoing ( 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 Loan 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 (i) from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure Indemnitee, in each case, as determined by a final, non-appealable judgment of such Indemnitee to perform its obligations under any Loan Document or (C) such Indemnitee's violation a court of law competent jurisdiction or (ii) from or out of any dispute among Indemnified Persons (other than a dispute involving claims against the Administrative Agent, the Revolving Administrative Agent, the Collateral Agent, the Arrangers, the Bookrunners or any other agent or co-agent (if any) designated by the Arrangers with respect to the credit facilities hereunder, in each case in their respective capacities as such, or the Arrangers or any Bookrunner, solely in connection with its syndication activities as contemplated hereunder) that a court of competent jurisdiction has determined in a final and non-appealable decision did not involve an act or omission of the obligations Loan Parties. Without limiting the foregoing, and to the extent permitted by applicable law, each Loan Party agrees not to assert and hereby waives all rights for contribution or any other rights of recovery against any Indemnitee with respect to all Indemnified Liabilities relating to or arising out of any Indemnitee under Environmental Claim or related to any actual or alleged presence, release of, or exposure to, any Hazardous Materials; provided, that any Loan Document Party (i) shall not have any obligation to any Indemnitee hereunder and (ii) may assert and does not waive any rights for contribution or recovery with respect to any Indemnified Liabilities or Environmental Claim arising from or related to any Release of Hazardous Materials on, upon or into real property, to the extent such Liabilities arise and are incurred as a result of any Indemnitee’s gross negligence or willful misconduct following foreclosure or deed in lieu or other similar transfer of such real property and are attributable solely to acts of such Indemnitee. To the extend extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence this Section 10.03 may be unenforceable in whole or in part because it is they are violative of any law or public policy, the Company applicable Loan 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 3 contracts

Samples: Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa Holdings Inc), Credit and Guaranty Agreement (Fmsa 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 (i) The Grantor agrees to indemnify, pay and hold harmless the Lender, the Collateral Agent Beneficiary, 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 Beneficiary, the Trustee and each of the other Secured Parties ( collectively called collectively, 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 Collateral Document or any other document evidencing the Mortgage Secured Obligations (including, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the Lender's agreement to make Indenture, the Loan Notes, any 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 Grantor shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by 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 Grantor 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 3 contracts

Samples: And Attornment Agreement (Jacobs Entertainment Inc), Security Agreement (Jacobs Entertainment Inc), And Attornment Agreement (Jacobs Entertainment 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 Borrower agrees to indemnify defend, pay protect, indemnify and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Agent and each Lender and each and all of their its officers, directors, employees, attorneys and agents, agents ( collectively called the "Indemnitees"), harmless “Indemnified Parties”) 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 the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee the Indemnified Parties shall be designated as by a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee any Indemnified Party (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner resulting from, connected with, in respect of, directly relating to or arising out of this Agreement Agreement or the other Financing Agreements, or any act, event or transaction related or attendant thereto, the Notes making and the management of the Term Loan (including, the Mortgage without limitation, the Lender's agreement to make the Loan any liability under federal, state or local environmental laws or regulations) or the use or intended use of any of the proceeds of the Term Loan hereunder or the Transactions (the "indemnified liabilities") hereunder; provided, however, that the Company Borrower shall not have no any obligation to an Indemnitee any Indemnified Party hereunder with respect to indemnified liabilities (i) to matters caused by or resulting 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 obligations of any Indemnitee under any Loan Document Indemnified Party. 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 matters incurred by the Indemnitees Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or any expense incurred by the Indemnified Parties shall be paid to the Indemnified Parties within five (5) days of them demand, together with interest thereon at the Default Rate from the date incurred by the Indemnified Parties until paid by the Borrower, be added to the Liabilities, and be secured by the Collateral. The provisions of and undertakings and indemnifications set out in this Section 11.16 shall survive the satisfaction and payment of the Liabilities of the Borrower and the termination of this Agreement.

Appears in 3 contracts

Samples: Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, 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, 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 Agreement or any other Loan Document, 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 (provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any acts or omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or among Agent on the one hand, and one or more Lenders, or one or more of their Affiliates, on the other hand) (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 or (B) the failure of a material breach by such Indemnitee of the express provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to perform 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 intended Indemnitee). Each Indemnitee will use its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) reasonable efforts to cooperate 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 (JMP Group Inc.), Credit Agreement (JMP Group LLC), Credit Agreement (JMP Group LLC)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to defend, indemnify, pay and hold the Lender, the Collateral Agent, the Trustee harmless Agents and any Holder of the Secured Notes and holder of the Notes Lenders, and each of their the officers, directors, trustees, partners, employees, and agents, attorneys and affiliates of any of Agents and Lenders (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 threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), which whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including, without limitation, securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be suffered by imposed on, incurred by, or asserted against that any such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement Agreement or the other Loan Documents or the transactions contemplated hereby or thereby (including, the Notes without limitation, the Mortgage, the Lender's Lenders' agreement to make the Loan Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the proceeds Letters of the Loan hereunder or the Transactions Credit) ( collectively called the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, provided that the Company shall not 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 extent, and only to have resulted solely the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that arose 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 defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company 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 3 contracts

Samples: Credit Agreement (Account Portfolios Gp Inc), Credit Agreement (Gulf State Credit LLP), Credit Agreement (Sherman Acquisition Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether Whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to indemnify defend, pay protect and hold the indemnify Lender, the Collateral Agent, the Trustee its participants and any Holder each of the Secured Notes and holder of the Notes their assigns, and each of their respective directors, officers , directors , employees, affiliates and agents agents (collectively, (collectively called the "Indemnitees"), harmless “Indemnified Persons”) from and against against, and agrees to hold each such Indemnified Person harmless from, any and all other liabilities losses, claims, damages, obligations, losses, damages judgments, penalties, actions and liabilities and related costs and expenses, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever ( including, without limitation, the reasonable counsel fees and disbursements expenses, incurred by such Indemnified Person arising out of counsel for such Indemnitees in connection with any investigative claim, administrative action, suit, litigation, investigation or judicial proceeding commenced or threatened, (whether or not such Indemnitee shall be designated as Indemnified Person is a party thereto), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee any Indemnified Person (whether direct, indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or in contract or otherwise) in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, the Notes Related Documents, or any act, event or transaction related or attendant hereto or thereto, the Mortgage, making and the Lender's agreement to make management of the Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") hereunder; provided, however, that the Company such indemnity shall have no obligation not apply to an Indemnitee hereunder with respect to indemnified any such losses, claims, damages, or liabilities (i) to the extent such is finally judicially or related expenses determined by a court of competent jurisdiction to have resulted solely arisen from (A) the gross negligence or willful wilful misconduct of such Indemnified Person. The agreements of Borrower in this subsection shall be in addition to any of the Indebtedness that Indemnitee or (B) Borrower may otherwise have. All amounts due under this subsection shall be payable as incurred upon written demand therefor, shall be added to the failure Indebtedness 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 Borrower and shall bear interest at the Default Rate, and shall be secured by the Collateral. To the extend extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence this subsection 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 matters incurred by the Indemnitees or any Indemnified Persons. The provisions of them and undertakings and indemnifications set out in this Section shall survive the satisfaction and payment of the Indebtedness of the Borrower and the termination of this Agreement.

Appears in 3 contracts

Samples: Business Loan Agreement (NANOPHASE TECHNOLOGIES Corp), Business Loan Agreement (NANOPHASE TECHNOLOGIES Corp), Business Loan Agreement (NANOPHASE TECHNOLOGIES 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 Grantor 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, Beneficiary and each of their the other Secured Parties and the officers, directors, employees, agents and agents Affiliates of the Collateral Agent 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 Financing Documents or any other document evidencing the Obligations (including, without limitation, any misrepresentation by any Grantor in this Agreement, the U.S. Intercreditor Agreement, the Notes, other U.S. Security Document or any other document evidencing 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 Obligations) (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company no Grantor 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 Grantor 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 3 contracts

Samples: Security Agreement (Crown Holdings Inc), Pledge Agreement (Crown Holdings Inc), Security Agreement (Crown Holdings Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 (a) The Parties shall, whether or not the transactions contemplated hereby shall be consummated at all times, 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, “Indemnity”) each other and each of their respective directors, officers , directors , employees, and agents, counsel and advisors ( collectively called the "Indemnitees") each, 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 losses, administrative or judicial proceeding commenced or threatened claims, whether or not such Indemnitee shall be designated as a party thereto) damages, which may be suffered liabilities, penalties, and expenses incurred by imposed on, incurred by, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or an Indemnified Person arising out of this Agreement any investigation, litigation or proceeding relating to the Financing Documents (each, a “Loss”), the Notes, the Mortgage, the Lender's agreement to make extension of credit hereunder or the Loan or the use or intended use of any of the proceeds of the Loan hereunder Loan, which an Indemnified Person may incur or the Transactions (the "indemnified liabilities"); provided, however, that the Company to which an Indemnified Person may become subject. The Indemnity shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) not apply to the extent that a court or tribunal with jurisdiction over the subject matter of the Loss, and over the Lender or the Borrower, as applicable, and such is finally judicially determined other Indemnified Person that had an adequate opportunity to have defend its interests, determines that such Loss resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee the Indemnified Person, which determination results in a final, non-appealable judgment or (B) the failure decision of such Indemnitee a court or tribunal of competent jurisdiction. The Indemnity is independent of and in addition to perform its obligations any other agreement of any Party under any Loan Financing Document to pay any amount to the Lender or (C) the Borrower, as applicable, and any exclusion of any obligation to pay any amount under this subsection shall not affect the requirement to pay such Indemnitee's violation amount under any other section hereof or under any other agreement. Without prejudice to the survival of law or (ii) in connection with any other agreement of any of the Parties hereunder, this Agreement and the obligations of any Indemnitee under any Loan Document. To the extend that Parties contained in this Section 5.10 shall survive the undertaking to indemnify, pay termination of each other provision hereof and hold harmless set forth in the preceding sentence may be unenforceable because it is violative payment of any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law all amounts payable to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them Lender hereunder.

Appears in 3 contracts

Samples: Loan Agreement (Composite Technology Corp), Loan Agreement (Composite Technology Corp), Loan Agreement (Composite Technology Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 The Venturers, 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 along with their respective 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 agents (including, without limitation, the fees Manager) shall be indemnified and disbursements held harmless by the Venture from and against any and all claims, demands, liabilities, costs, damages, expenses and causes of counsel for such Indemnitees action of any nature whatsoever arising out of or incidental to any act performed or omitted to be performed by any of the Indemnities 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 business of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") Venture; provided, however, that, such act or omission was taken in good faith, was reasonably believed by the respective Indemnitee to be in the best interest of the Venture and within the scope of authority granted to such Indemnitee under this Agreement, and did not constitute fraud, bad faith, willful misconduct or gross negligence on behalf of such Indemnitee; and, provided, further, that the Company an indemnity under this Section shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) be paid solely out of and 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 Venture assets and shall not be a personal obligation of any Indemnitee under any Loan Document Venturer. To All judgments against the extend that Venture and the undertaking to indemnify Indemnitees, 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 , wherein such Indemnitee (or Indemnitees) is entitled to indemnification, must first be satisfied from Venture assets before the Indemnitees shall be responsible for these obligations. The indemnification provided herein shall be applicable whether or not negligence of the Indemnitee is alleged or proven.

Appears in 3 contracts

Samples: Joint Venture Agreement (InSight Imaging Services Corp.), Joint Venture Agreement (InSight Imaging Services Corp.), Joint Venture Agreement (InSight Imaging Services 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 (i) The Grantor agrees to indemnify, pay and hold harmless the Lender, the Collateral Agent Beneficiary, 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 Beneficiary, the Trustee and each of the other Secured Parties ( collectively called collectively, 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 Collateral Document or any other document evidencing the Mortgage Secured Obligations (including, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the Lender's agreement to make Indenture, the Loan Notes, any 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 Grantor shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) Indemnified Liabilities to the extent it has been determined by a final decision (after all appeals and the expiration of time to appeal) by 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 Grantor 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 3 contracts

Samples: Disturbance and Attornment Agreement (Jacobs Entertainment Inc), Security Agreement (Jalou Cashs LLC), Security Agreement (Jalou Cashs LLC)

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

Indemnity. In addition (a) Each Credit Party (excluding Tribute prior to the payment closing of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated by the Arrangement Agreement) shall, the Company agrees to indemnify at all times, pay indemnify and hold each Lender harmless (the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, “Indemnity”) and each of their respective directors, partners, officers , directors , employees, and agents, counsel and advisors ( collectively called the "Indemnitees") each, 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 losses, administrative or judicial proceeding commenced or threatened, whether or not claims (including the reasonable attorneys’ fees incurred in defending against such Indemnitee shall be designated as a party thereto claims), which may be suffered by imposed on damages, incurred by liabilities, penalties, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect other expenses arising out of, or relating to or arising out of this Agreement to, the Notes Loan Documents, the Mortgage, extension of credit hereunder or the Lender's agreement to make the Loan Loans or the use or intended use of any of the proceeds of the Loan hereunder Loans, which an Indemnified Person may incur or the Transactions to which an Indemnified Person may become subject ( the "indemnified liabilities" each, a “Loss”) ; provided, however, that the Company . The Indemnity shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) not apply to the extent that a court or arbitral tribunal of competent jurisdiction issues a final judgment that such is finally judicially determined to have Loss resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure Indemnified Person. The Indemnity is independent of such Indemnitee and in addition to perform its obligations any other agreement of any Credit Party under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with to pay any amount to the obligations Lenders, and any exclusion of any Indemnitee obligation to pay any amount under this subsection shall not affect the requirement to pay such amount under any Loan Document other section hereof or under any other agreement. To the extend This Section 6.11 shall not apply with respect to Taxes (which are governed by Section 2.6) other than any Taxes that the undertaking to indemnify represent losses, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of claims or damages arising from 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 non-Tax claim.

Appears in 3 contracts

Samples: Facility Agreement (Tribute Pharmaceuticals Canada Inc.), Amended and Restated Facility Agreement (Pozen Inc /Nc), Facility Agreement (Pozen Inc /Nc)

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.), Credit Agreement (JMP Group Inc.)

Indemnity. (a) In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated 9.02, the Company Borrower agrees to indemnify, pay and hold harmless the Lender Administrative Agent (and any sub-agent thereof), the Collateral Agent Arrangers, the Trustee each Lender and each Related Party of any Holder of the Secured Notes and holder of the Notes foregoing (each, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees" 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, provided that the Company Borrower shall have no obligation to an any Indemnitee hereunder under this paragraph 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 x) the gross negligence or willful misconduct of that Indemnitee such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or ( B y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure of by such Indemnitee to perform comply with its obligations obligation to fund any portion of its Loans as required hereby) or under any Loan Document other Credit Document, if the Borrower or (C) such Indemnitee's violation Subsidiary has obtained a final, non-appealable judgment of law a court of competent jurisdiction in its favor on such claim or (ii) in connection any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the obligations Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of any Indemnitee under any Loan Document non-monetary injury to each Indemnitee). To the extend extent that the undertaking undertakings to indemnify, pay and hold harmless set forth in the preceding sentence this paragraph may be unenforceable in whole or in part because it is they are violative of any law or public policy, the Company Borrower 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 . All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section 9.03(a) shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

Appears in 3 contracts

Samples: Bridge Loan Agreement (Facebook Inc), Credit Agreement (Facebook Inc), Credit Agreement (Facebook Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 (a) The Loan Parties shall, whether or not the transactions contemplated hereby shall be consummated at all times, the Company agrees to indemnify, pay jointly and severally indemnify and hold harmless (the Lender, the Collateral Agent, the Trustee and any Holder “Indemnity”) each of the Secured Notes and holder of the Notes, Lenders and each of their respective directors, partners, members, managers, officers , directors , employees, and agents, counsel and advisors ( collectively called the "Indemnitees") each, 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 losses, administrative or judicial proceeding commenced or threatened, whether or not claims (including the reasonable attorneys’ fees incurred in defending against such Indemnitee shall be designated as a party thereto claims), which may be suffered by imposed on damages, incurred by liabilities, penalties or other expenses arising out of, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement to, the Notes Loan Documents, the Mortgage extensions of credit hereunder or the Loans or the other Obligations, the Lender's agreement to make providing of the Loan or Disbursement Commitments, the use or intended use of any of the proceeds of the Loan hereunder Loans or the Transactions other Obligations, the Conversion Shares ( or the "indemnified liabilities" shares of Common Stock into which the Conversion Shares are convertible) or the other transactions contemplated hereby, which an Indemnified Person may incur or to which an Indemnified Person may become subject, but excluding Excluded Taxes (each, a “Loss”) ; provided, however, that the Company . The Indemnity shall have no obligation not be available to an Indemnitee hereunder with respect to indemnified liabilities (i) any Indemnified Person to the extent that a court or arbitral tribunal of competent jurisdiction issues a final and non-appealable judgment that such is finally judicially determined to have Loss resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure such Indemnified Person. The Indemnity is independent of such Indemnitee and in addition to perform its obligations any other agreement of any Party under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with to pay any amount to the obligations Lenders, and any exclusion of any Indemnitee obligation to pay any amount under this Section 6.11(a) shall not affect the requirement to pay such amount under any Loan Document other section hereof or under any other agreement. To For the extend that the undertaking avoidance of doubt, this Section 6.11 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 by the Indemnitees or any of them Indemnified Taxes.

Appears in 3 contracts

Samples: Senior Subordinated Convertible Loan Agreement (Melinta Therapeutics, Inc. /New/), Senior Subordinated Convertible Loan Agreement (Melinta Therapeutics, Inc. /New/), Convertible Loan Agreement (Melinta Therapeutics, Inc. /New/)

Indemnity. In addition (a) The Issuer and the Indenture Trustee, but only to the payment extent of expenses pursuant the assets in the Trust Estate and without personal recourse to Section 7.2 them, whether or not the transactions contemplated hereby agrees that it shall be consummated, the Company agrees to indemnify, pay and hold shall protect, indemnify and save harmless the Lender Issuer Administrator and the Issuer Administrator’s directors, 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 agents servants, and all Persons controlling, controlled by or under common control or otherwise affiliated with the Issuer Administrator ( collectively called each of the "Indemnitees"), harmless foregoing an “Indemnified Person”) from and against any and all other liabilities losses, obligations liabilities (including liabilities for penalties), losses actions, suits, judgments, demands, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements expenses of counsel for such Indemnitees in connection with counsel) of any investigative nature (including, administrative without limitation, under any federal, state or judicial proceeding commenced foreign securities laws, rules or threatened, whether regulations) arising from 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 this Agreement and the transactions contemplated hereby 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 by any of the proceeds agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (all of the Loan hereunder or the Transactions (the "indemnified liabilities" foregoing being collectively referred to as “Indemnified Amounts”); provided excluding, however, that Indemnified Amounts resulting from the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) negligence or misconduct of the Issuer Administrator in performing its obligations under this Agreement. If any action, suit or proceeding arising from any of the foregoing is brought against any Indemnified Person, the Issuer and the Indenture Trustee, but only to the extent of the assets of the Indenture Trust available therefor and without personal recourse, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is finally judicially determined by a court of competent jurisdiction that such Indemnified Person is not entitled 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 indemnification hereunder.

Appears in 3 contracts

Samples: Administration Agreement (Consolidation Loan Funding Ii, LLC), Administration Agreement (Consolidation Loan Funding Ii, LLC), Administration Agreement

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 such Indemnitee, or ( B c) defense of claims by the failure of Loan Parties relating to Lender’s Breach (but only if the Loan Parties are the prevailing party with respect to 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 claims). 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.

Appears in 3 contracts

Samples: Forbearance Agreement (Delta Petroleum Corp/Co), 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 shall be consummated, the The Company agrees to indemnify, pay indemnify and hold the save harmless Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their Lender's officers, directors, employees partners, employees and agents, (collectively called and each person who controls such other party within the "Indemnitees") meaning of the Securities Act or the Exchange Act, harmless from and against any and all costs, expenses, damages, claims, actions or other liabilities, obligations including costs of investigation and defense (collectively, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements "Damages") suffered or incurred by any such indemnified party as a result of any kind breach by the Company of any of its agreements, representations, warranties or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees covenants contained 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 other than Damages resulting, the Mortgage, the Lender's agreement to make the Loan directly 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 indirectly from (A) the gross negligence or willful misconduct of the indemnified party; provided, however, that Indemnitee or (B) if and to the failure of extent that such Indemnitee to perform its obligations under indemnification is unenforceable for 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 reason, 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 such indemnified liabilities incurred by the Indemnitees or any of them liability which shall be permissible under applicable laws.

Appears in 2 contracts

Samples: Credit Facility Agreement (Omnis Technology Corp), Credit Facility Agreement (Omnis Technology Corp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 subsection 9.1, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee Lender and any Holder of the Secured Notes and holder of the Notes, Notes and each of their the officers, directors, employees, and agents, consultants, auditors, affiliates and attorneys of, and Persons engaged by, Lender (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, including 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 ) that 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 or related to this Agreement, the Notes other Loan Documents, the Mortgage consummation of the transactions contemplated by this Agreement, the Merger, the Merger Agreement, the statements contained in the commitment letters, if any, delivered by Lender 's , Lender’s agreement to make the Loan or Loans hereunder, the use or intended use of any of the proceeds of the Loan Loans or the exercise of any right or remedy hereunder or under the Transactions other Loan Documents (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, provided 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 Indemnitee or (B) the failure 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. 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 competent jurisdiction.

Appears in 2 contracts

Samples: Loan Agreement (Rio Vista Energy Partners Lp), Loan Agreement (Penn Octane Corp)

Indemnity. In addition to the payment of expenses pursuant to the terms and conditions of Section 7.2 8.2 hereof, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower (an “Indemnitor”) agrees to indemnify, pay pay, and hold the Lender, the Collateral Agent, the Trustee Lender and any Holder of the Secured Notes and holder of the Notes a Note, and each of their the officers, directors, employees, and agents, and Affiliates of Lender and such holders ( collectively called collectively, 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, limitation the reasonable fees and disbursements of one counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated 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 other Loan Documents, the Mortgage, the Lender 's ’s agreement to make the Loan Loans or the use or intended use of any of the proceeds of the Loan Loans hereunder or the Transactions (the "indemnified liabilities" “Indemnified Liabilities”) ; provided , however, that the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) except to the extent that any such is finally judicially determined to have resulted solely from (A) Indemnified Liabilities arose at the result of Lender’s or any other Indemnitee’s gross negligence or willful misconduct misconduct. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee or has knowledge: provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless ( B and then solely to the extent) the failure of Indemnitor is prejudiced, The Indemnitor shall have the right at any time during which such Indemnitee claim is pending to perform its obligations under select counsel to defend and control the defense thereof and settle any Loan Document or claims for which it is responsible for indemnification hereunder ( C provided that the Indemnitor will not settle any such claim without (i) such the appropriate Indemnitee 's violation of law ’s prior written consent which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in connection any way relating to the circumstances involving such claim) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the obligations extent and subject to the limitations set forth herein provided, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee under any Loan Document there arc one or more material defenses available to the Indemnitee which are not available to the Indemnitor. 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 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 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 (Digital Brands Group, Inc.), Senior Credit Agreement (Denim LA, Inc.)

Indemnity. In addition to (a) The Corporation shall indemnify the payment of expenses pursuant to Section 7.2 Creditor, whether or not any receiver appointed by 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 Creditor, and each of their respective officers, directors, employees advisors, legal counsel, employees and agents representatives (each, (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 “Indemnified Party”) in connection with all claims, losses, Taxes (but with respect to Taxes, solely in the obligations case of clauses (b) or (c) below) and expenses that an Indemnified Party may suffer or incur in connection with (a) the exercise by the Creditor or any receiver of any Indemnitee of its rights under this Debenture and the other Transaction Documents, (b) any Loan Document. To breach by the extend Corporation of the representations or warranties of the Corporation contained in this Debenture, or (c) any breach by the Corporation of, or any failure by the Corporation to observe or perform, any of the Obligations, except that the undertaking Corporation will not be obliged to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of indemnify any law or public policy, the Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law Indemnified Party to the payment extent those claims, losses and satisfaction expenses are determined by a final judgment to have directly resulted from the wilful misconduct or gross negligence of all indemnified liabilities incurred by the Indemnitees or any of them Indemnified Party.

Appears in 2 contracts

Samples: Credit Agreement (Acreage Holdings, Inc.), Credit Agreement (Canopy Growth 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 agrees to indemnify, pay 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 their the other Secured Parties and the officers, directors, employees, agents and agents Affiliates of the Collateral Agent 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 hereof, any Interest Rate Protection Agreement, the Hedging Agreements, the Cash Management Agreements or any other Loan Document (including, without limitation, any misrepresentation by any Pledgor in this Agreement, the Notes any Interest Rate Protection Agreement, the Mortgage Hedging Agreements, the Lender's agreement to make the Cash Management Agreements or any other Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions Document) (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 (i) to the extent Indemnified Liabilities if it has been determined by a final non-appealable decision 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 2 contracts

Samples: Credit Agreement (Sola International Inc), Landlord Access Agreement (Sola International Inc)

Indemnity. In addition to the payment of expenses pursuant to --------- Section 7.2 13.1, whether or not the transactions contemplated hereby shall be consummated, the Company Intermediate Holdings (as "Indemnitor") 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 Purchaser, and each of their the officers, directors, employees, and agents, and Affiliates of the Purchaser (collectively called the "Indemnitees" ), ) harmless ----------- from and against any and all other liabilities, obligations, losses , damages, penalties, actions, judgments, suits , claims, costs, expenses liabilities, damages, and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnitee shall be designated 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 Discount Notes or the other documents related to the transactions, the Mortgage, the Lender Purchaser's agreement to make purchase the Loan Discount Notes or the use or intended use of the proceeds of any of the proceeds of the Loan hereunder or the Transactions thereof to Intermediate Holdings (the " indemnified liabilities Indemnified Liabilities"); provided, however, that the Company Indemnitor ----------------------- -------- shall not have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) an Indemnified Liability to the extent that such is finally judicially determined to have resulted solely Indemnified Liability arises from (A) the gross negligence or willful misconduct of that Indemnitee. Each Indemnitee or shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to -------- give such notice shall not affect the obligations of the Indemnitor unless ( B and then solely to the extent) such Indemnitor is prejudiced. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which they are responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such appropriate Indemnitee's violation of law prior written consent which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in connection any way relating to the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the obligations extent and subject to the limitations set forth herein; provided, that the Indemnitor shall -------- not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee under there are one or more material defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any Loan Document claim as to which the Indemnitee is -------- ------- controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 13.2 that is effected without its prior written consent. 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 Intermediate Holdings 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 Indemnities or any of them.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ddi Corp), Note Purchase Agreement (Ddi 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 (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.

Appears in 2 contracts

Samples: Security Agreement (Listerhill Total Maintenance Center LLC), Security Agreement and Fixture Filing (Granite Broadcasting Corp)

Indemnity. In addition (a) Each Credit Party (excluding Tribute prior to the payment closing of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated by the Arrangement Agreement) shall, the Company agrees to indemnify at all times, pay indemnify and hold each Lender harmless (the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, “Indemnity”) and each of their respective directors, partners, officers , directors , employees, and agents, counsel and advisors ( collectively called the "Indemnitees") each, 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 losses, administrative or judicial proceeding commenced or threatened, whether or not claims (including the reasonable attorneys’ fees incurred in defending against such Indemnitee shall be designated as a party thereto claims), which may be suffered by imposed on damages, incurred by liabilities, penalties, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect other expenses arising out of, or relating to or arising out of this Agreement to, the Notes Loan Documents, the Mortgage, extension of credit hereunder or the Lender's agreement to make the Loan Loans or the use or intended use of any of the proceeds of the Loan hereunder Loans, which an Indemnified Person may incur or the Transactions to which an Indemnified Person may become subject ( the "indemnified liabilities" each, a “Loss”) ; provided, however, that the Company . The Indemnity shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) not apply to the extent that a court or arbitral tribunal of competent jurisdiction issues a final judgment that such is finally judicially determined to have Loss resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure Indemnified Person. The Indemnity is independent of such Indemnitee and in addition to perform its obligations any other agreement of any Credit Party under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with to pay any amount to the obligations Lenders, and any exclusion of any Indemnitee obligation to pay any amount under this subsection shall not affect the requirement to pay such amount under any Loan Document other section hereof or under any other agreement. To the extend This Section 6.12 shall not apply with respect to Taxes (which are governed by Section 2.6) other than any Taxes that the undertaking to indemnify represent losses, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of claims or damages arising from 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 non-Tax claim.

Appears in 2 contracts

Samples: Registration Rights Agreement (Pozen Inc /Nc), Registration Rights Agreement (Tribute Pharmaceuticals Canada Inc.)

Indemnity. In addition Each of the Credit Parties, hereby agrees that its obligation 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 Releasees harmless as set forth in the immediately preceding Section 4.1, the Collateral Agent, the Trustee shall include an obligation to indemnify and hold Releasees harmless with respect to 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 (including, without limitation, reasonable attorney’s fees and expenses) or disbursements of any kind or nature whatsoever ( incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative respective officers, administrative directors, agents, trustees, creditors, partners 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 shareholders of any of the proceeds Credit Parties, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Second Amendment or any other document executed in connection herewith; provided that none of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided Credit Parties, however, that the Company shall have no any indemnification obligation to an Indemnitee hereunder any Releasee pursuant to this Section with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely resulting from (A) the gross negligence or willful misconduct of that Indemnitee or (B) any Releasee. If and to 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 foregoing undertaking is adjudged by a final judicial determination to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative for any reason, each of any law or public policy, the Company shall contribute Credit Parties jointly and severally agrees to make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction thereof which is permissible under applicable law. The foregoing indemnity shall survive the termination of all indemnified liabilities incurred by the Indemnitees or any Credit Agreement and the other Loan Documents and the payment in full of them the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Broadview Networks Holdings Inc), Credit Agreement (Broadview Networks Holdings 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 each Borrower agrees to indemnify, pay exonerate, defend, pay, and hold the harmless Lender, 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 agents of and counsel to Lender and such holders (collectively, (collectively called the " Indemnitees ") ” and individually, harmless an “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 out-of-pocket 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 Agreement or any other Loan Document, 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 any Borrower to Lender and its counsel (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company no Borrower shall have no obligation to an Indemnitee hereunder be liable with respect to indemnified liabilities (i) Indemnified Liabilities to the extent 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 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 pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy policy and such Borrower is required to make a payment to any Indemnitee pursuant to this Section 8.2, the Company such 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 Borrowers under this Section 8.2 shall survive the termination of this Agreement and the payment in full of the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Silvercrest Asset Management Group Inc.), Credit Agreement (Silvercrest Asset Management Group Inc.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby The Company shall be consummated, the Company agrees to indemnify, pay indemnify and hold harmless the Lender Bank, the Collateral Agent their respective 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, reasonable 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 costs, arising out of, connected with or resulting from (a) the operation of counsel the business of the Company, (b) the Bank's preservation or attempted preservation of the Collateral, or (c) any failure of the Liens granted to the Bank in the Collateral to be or to remain perfected or to have the priority as contemplated herein and in the Collateral Documents. Provided, the Company shall have no obligation to indemnify the Bank for any loss caused in whole or in part by the Bank's gross negligence or willful misconduct. At the Bank's request, the Company shall, at its own cost and expense, defend or cause to be defended any and all such Indemnitees in connection with any investigative, administrative actions or judicial proceeding commenced or threatened, whether or not such Indemnitee shall suits that may be designated brought against the applicable Bank 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 result of this Agreement, unless the Notes, claim arose due to gross negligence or willful misconduct on the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any part of the proceeds of Bank and, in any event, shall satisfy, pay and discharge any and all judgments, awards, penalties, costs and fines that may be recovered against the Loan hereunder or Bank in any such action, plus all reasonable attorneys' fees and costs related thereto to the Transactions (the "indemnified liabilities") extent permitted by applicable law; provided, however, that the Company Bank shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) give the Company, to the extent such is finally judicially determined to have resulted solely the applicable Bank seeks indemnification from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure of such Indemnitee to perform its obligations Company under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with the obligations this SECTION 9.15, written notice of any Indemnitee under such claim, demand or suit as soon as practicable after the Bank has received written notice thereof, and the Bank shall not settle any Loan Document. To such claim, demand or suit, if the extend that Bank seeks indemnification therefor from the undertaking Company, without first giving written notice to indemnify, pay Company of the Bank's desire to settle and hold harmless set forth in obtaining the preceding sentence may be unenforceable because it is violative written consent 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 same, which consent Company hereby agrees not to unreasonably withhold.

Appears in 2 contracts

Samples: Warehousing Credit Agreement (New York Mortgage Trust Inc), Warehousing Credit Agreement (New York Mortgage Trust Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, the Company each Borrower agrees to defend, indemnify, pay and hold the Lender, the Collateral Agent, the Trustee harmless Administrative Agent and any Holder of the Secured Notes and holder of the Notes Lenders, and each of their the officers, directors, employees, agents and agents, affiliates of Administrative Agent and Lenders (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, including without limitation, limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), which whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be suffered by imposed on, incurred by, or asserted against that any such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, Agreement or the Notes, other Loan Documents or the Mortgage, Related Agreements or the Lender's transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loan Loans hereunder or the use or intended use of the proceeds of any of the Loans or the issuance of Letters of Credit hereunder or the use or intended use of any of the proceeds Letters of the Loan hereunder Credit) or the Transactions statements contained in the commitment letter delivered by any Lender to any Borrower with respect thereto ( collectively called the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, PROVIDED that the Company Borrowers shall not 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 Indemnified Liabilities 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 defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company each Borrower 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: Multicurrency Credit Agreement (Goss Graphic Systems Inc), Credit Agreement (Goss Graphic Systems 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 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 the Equityholder in this Section 19.1 shall survive the termination of this Pledge and Security Agreement. To The Trustee shall be entitled to all of the extend that protections, immunities, indemnities, rights and privileges of the undertaking to indemnify, pay and hold harmless 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 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 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 hereof, any Interest Rate Protection Agreement, or any other Loan Document (including, without limitation, any misrepresentation by the Notes, the Mortgagor in this Mortgage, the Lender's agreement to make the any Interest Rate Protection Agreement or any other Loan or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions Document) (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 the extent by 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 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.

Appears in 2 contracts

Samples: Security Agreement (Applied Power Inc), Security Agreement (Applied Power 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 expenses pursuant to Section 7.2 8.05 hereof, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to indemnify, pay and hold the Lender, Lender 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, consultants, auditors, affiliates and attorneys of the Lender (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, including 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 ) that is 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 or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the Notes statements contained in the commitment letters, if any, delivered by the Mortgage Lender, the Lender's agreement to make the Loan or Loans hereunder, the use or intended use of the proceeds of any of the proceeds Loans or the exercise of any right or remedy hereunder or under any of the other Loan hereunder Documents, any error, failure or delay in the Transactions performance of any of the Lender's obligations under this Agreement caused by natural disaster, fire, war, strike, civil unrest, error or inoperability of communication equipment or lines or any other circumstances beyond the control of the Lender or actions taken by the Lender which were reasonably believed by the Lender to be taken pursuant to this Agreement including, but not limited to, actions taken by the Lender to amend or cancel any funds transfer instructions or any decision by the Lender to effect or not to effect the transfer as provided in this Agreement, or any other such action taken by the Lender in good faith pursuant to its responsibilities under this Agreement (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 or another Indemnitee or (B) the failure as finally 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. 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 competent jurisdiction.

Appears in 2 contracts

Samples: Loan Agreement (Southern First Bancshares Inc), Revolving Credit Note (Southern First Bancshares Inc)

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

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 10.5, whether or not the transactions contemplated hereby shall be consummated, the Company each Loan Party agrees to indemnify, pay and hold the Lender, 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 employees of, or consultants, auditors and agents other persons engaged by Lender, to evaluate or monitor the Collateral, affiliates and attorneys of Lender and such holders (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, including 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 ) that 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 or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the Notes statements contained in the commitment letters, the Mortgage if any, delivered by Lender, and the Lender's agreement to make the Loan or Loans hereunder, the use or intended use of the proceeds of any of the proceeds Loans or the exercise of the Loan any right or remedy hereunder or under the Transactions other Loan Documents (the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, provided that the Company no Loan Party shall have no any 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 or (B) the failure as determined by a final non-appealable judgment 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. 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 competent jurisdiction.

Appears in 2 contracts

Samples: Security Agreement (Steel Partners Ii Lp), Security Agreement (WHX Corp)

Indemnity. In addition (a) If an Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding whether such Proceeding is by or in the payment right of expenses pursuant to Section 7.2 any Company Entity, whether any third party or not the transactions contemplated hereby shall be consummated any other Person, the Company hereby agrees to indemnify, pay hold harmless 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 indemnify from and against any and all other liabilities Expenses and Losses incurred by Indemnitee or incurred on his behalf to the fullest extent authorized or permitted by applicable law, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses by the Certificate of Incorporation of the Company and disbursements by the By-Laws 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 Company as a party thereto), which the foregoing may be suffered by imposed on amended from time to time, incurred by, or asserted against that Indemnitee, in and including any manner resulting from, connected with, in respect of, relating to or and all Expenses and Losses arising out of this Agreement or relating to the actual or alleged acts, omissions, negligence or active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Notes, the Mortgage, the Lender's agreement to make the Loan or the use or intended use of any indemnification obligations of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided, however, Company pursuant to this Agreement is that the Company shall have no obligation not be obligated to an make any indemnity-related payment to Indemnitee hereunder with respect to indemnified liabilities that is finally determined ( i) pursuant to the extent such is finally judicially determined procedures and subject 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 presumptions set forth in the preceding sentence may Sections 7 and 8) to 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 unlawful under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them Delaware law.

Appears in 2 contracts

Samples: Executive Employment Agreement (Spok Holdings, Inc), Indemnification Agreement (USA Mobility, Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 4.15 and Section 9.6, 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 each of the Secured Notes and holder of the Notes, Borrowers and each of their officers respective Subsidiaries (as "Indemnitor") agrees, directors jointly and severally, employees to indemnify each Lender, each holder of any Loan or, Senior Note and agents any Warrant and any stockholder, general partner, limited partner, officer, director, agent and Affiliate of any such Lender or holder (collectively called the "Indemnitees"), in respect of, and hold them harmless from and against 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 Losses suffered, incurred by, or asserted against that Indemnitee sustained by any of them or to which any of them becomes subject, in any manner resulting from, connected with, in respect of, relating to or arising out of or relating to this Agreement, the Notes Operative Agreements, the Mortgage, the Lender's agreement Lenders' agreements 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 Indemnified Liabilities"); provided, however, that the Company Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) an Indemnified Liability to the extent that such is finally judicially determined to have resulted Indemnified Liability arises solely from (A) the gross negligence or willful misconduct of that Indemnitee. Each Indemnitee or shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless ( B and then solely to the extent) the failure ability of the Indemnitor to provide such Indemnitee indemnification is prejudiced thereby. The Indemnitor shall have the right at any time during which such claim is pending to perform its obligations under select counsel to defend and control the defense thereof and settle any Loan Document or claims for which it is responsible for indemnification hereunder ( C provided that no Indemnitor will settle any such claim without (i) such the appropriate Indemnitee's violation of law prior written consent which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in connection any way relating to the circumstances involving such claim) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the obligations extent and subject to the limitations set forth herein; provided, however, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee under there are one or more defenses available to the Indemnitee which are not available to the Indemnitor; provided, further, that with respect to any Loan Document claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 9.4 that is effected without its prior written consent. To the extend extent that the undertaking to indemnify, pay indemnify and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law 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 Indemnified Liabilities incurred by the Indemnitees or Indemnitee for any of them.

Appears in 2 contracts

Samples: Senior Credit Agreement (Prospect Street Nyc Discovery Fund Lp), Senior Credit Agreement (Skyline Multimedia Entertainment Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 13.1, whether or not the transactions contemplated hereby shall be consummated, the Company each Note Party (as “Indemnitor”) 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 Note Purchasers, and each of their the officers, directors, employees, and agents, and Affiliates of the Note Purchasers (collectively called the " Indemnitees "), ”) harmless from and against any and all other liabilities , costs, expenses, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened threatened (excluding claims among Indemnitees and, with the exception of claims arising out of otherwise indemnifiable matters (e.g., actions to enforce the indemnification rights provided hereunder), and excluding claims between the Issuer and an Indemnitee), 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 Note Documents or the other documents related to the transactions contemplated hereby (including, without limitation, the Lender's existence or exercise of any security rights with respect to the Collateral in accordance with the Collateral Documents), the Note Purchasers’ agreement to make purchase the Loan Notes or the use or intended use of the proceeds of any of the proceeds of thereof to the Loan hereunder or the Transactions Issuer (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) an Indemnified Liability to the extent that such is finally judicially determined to have resulted solely Indemnified Liability arises from (A) the gross negligence or willful misconduct of that Indemnitee as mutually agreed between the Indemnitee and the Indemnitors or as determined by a final, non-appealable judgment of a court of competent jurisdiction. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided, that any failure to give such notice shall not affect the obligations of the Indemnitor unless ( B and then solely to the extent) such Indemnitor is prejudiced thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder (provided that the Indemnitor will not settle any such claim without (i) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such appropriate Indemnitee 's violation of law ’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in connection any way relating to the circumstances involving such claim) so long as in any such event the Indemnitor shall have stated in writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the obligations extent and subject to the limitations set forth herein; provided, that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee under which are not available to the Indemnitor; provided further, that with respect to any Loan Document claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 13.2 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extend extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence this Section 13.2 may be unenforceable because it is violative of any law or public policy, the Company Issuer 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 . For the avoidance of doubt, the provisions in this Section 13.2 shall apply only to claims relating to or arising out of the Note Documents.

Appears in 2 contracts

Samples: Note Purchase Agreement (Encompass Group Affiliates, Inc), Note Purchase Agreement (Advanced Communications Technologies 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 (including any Issuing 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 Agreement or any Letter of Credit, 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 Loans or Letters of the Loan Credit 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 2 contracts

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

Indemnity. In addition to the payment of any 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 and without duplication of any additional amounts paid pursuant to Section 10.11(a), Borrower agrees to indemnify, pay exonerate, defend, pay, and hold harmless the Agent-Related Persons, the Lender , the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes -Related Persons, and each of their officers Participant (collectively, directors, employees, the “Indemnitees” and agents, (collectively called the "Indemnitees"), harmless 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 and documented fees and disbursements of counsel for such Indemnitees (including the allocated cost of internal counsel) 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 if determined in a final, non-appealable judgement of a court of competent jurisdiction that the Company shall have no any 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 arises from (A) the gross negligence or willful misconduct of that any such Indemnitee, then Borrower shall not have any obligation with respect to such Indemnified Liabilities. 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 2 contracts

Samples: Credit Agreement (Kayne Anderson BDC, Inc.), Credit Agreement (Kayne DL 2021, Inc.)

Indemnity. In addition Subject to the payment trust fund waiver contained in the second paragraph of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated letter agreement, the Company agrees to indemnify, pay indemnify and hold save harmless 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 Consultant from and against any all other liabilities damages, obligations, losses, damages fines, penalties, actions, judgments, suits, claims, costs, charges and expenses (including legal fees and disbursements disbursements) reasonably incurred by it in respect of any kind third party civil or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative action or judicial proceeding commenced or threatened, whether or not such Indemnitee shall to which it may be designated as made a party thereto) and which is related to, which may be suffered by imposed on, incurred by arises out of, or asserted against that Indemnitee, is in any manner resulting from way associated with this engagement except that the foregoing shall not apply to any costs, connected with, charges and expenses 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 matters resulting from (i) the Consultant’s failure 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 comply with applicable law or the letter agreement, (ii) in connection with the obligations of any Indemnitee under any Loan Document. To Consultant’s negligence, recklessness or willful misconduct, (iii) the extend that Company’s failure to withhold and/or 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 Consultant’s failure to pay any Taxes and satisfy under applicable law to Withholdings or (iv) the payment and satisfaction reclassification of all indemnified liabilities incurred by the Indemnitees or any Consultant as an employee of them the Company.

Appears in 2 contracts

Samples: Innoviz Technologies Ltd., Collective Growth Corp

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 each Agent and each Bank and any Holder holder of any of the Secured Notes and holder of the Notes, and each of their 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 2 contracts

Samples: 364 Day Credit Agreement (Textron Inc), Year Credit Agreement (Textron Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 subsection 10.1, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee Agent and each Lender and any Holder of the Secured Notes and holder of the Notes, Note(s) and each of their the officers, directors, employees, and agents, consultants, auditors, persons engaged by Agent or any Lender and any holder of the Note(s) to evaluate or monitor the Collateral, affiliates and attorneys of Agent, Lender and such holders (collectively called the " Indemnitees INDEMNITEES" ), ) harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, reasonable costs, expenses and disbursements of any kind or nature whatsoever ( including, without limitation, including 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 ) that 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 or the other Loan Documents, the consummation of the transactions contemplated by this 61 70 Agreement, the Notes statements contained in the commitment letters, the Mortgage if any, the delivered by Agent or any Lender, Agent's and each Lender's agreement to make the Loan or Loans hereunder, the use or intended use of the proceeds of any of the proceeds Loans or the exercise of the Loan any right or remedy hereunder or under the Transactions other Loan Documents (the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, provided 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 Indemnitee or (B) the failure 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. 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 competent jurisdiction.

Appears in 2 contracts

Samples: Loan and Security Agreement (Spincycle Inc), Loan and Security Agreement (Spincycle Inc)

Indemnity. In addition To the fullest extent allowed by law, Sublessee shall defend (with counsel reasonably acceptable to the payment of expenses pursuant to Section 7.2 Lessor), 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, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees"), harmless Indemnitees from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses present and disbursements future Claims arising during the term of any kind this Agreement from or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative the failure to comply with all Applicable Laws relating to the operation or judicial proceeding commenced maintenance of the Premises or threatened, whether or not such Indemnitee shall be designated as a party thereto), which may be suffered the Alterations by imposed on, incurred by Sublessee, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to the activities or arising out performance of Sublessee under this Agreement, the Notes, the Mortgage, the Lender's agreement whether such activity or performance is by Sublessee or by anyone directly or indirectly employed by or contracted with by Sublessee and whether such Claim shall be discovered before or after Lease Termination. The indemnity obligations of Sublessee under this Section 4.5 do not extend 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) Claims to the extent such is finally judicially determined to have resulted solely from (A) they arise as a result of the Indemnitees’ gross negligence or willful misconduct of that Indemnitee or (B) misconduct. At its sole discretion, the failure of such Indemnitee to perform Lessor may participate at its obligations under any Loan Document or (C) such Indemnitee's violation of law or (ii) own expense in connection with the obligations defense of any Indemnitee under claim, action or proceeding, but such participation shall not relieve Sublessee of any Loan Document obligation imposed by this Agreement. To the extend that the undertaking The Lessor shall notify Sublessee promptly of any claim, action or proceeding and cooperate fully in its defense. Sublessee agrees to indemnify defend, pay indemnify and hold harmless set forth the Indemnitees from any claim, action or proceeding against the Indemnitees, arising solely out of the acts or omissions of the Lessor in the preceding sentence performance of this Agreement. At its sole discretion, the Lessor may be unenforceable because it is violative participate at its own expense in the defense of any law claim, action or public policy proceeding, but such participation shall not relieve the Company Lessor of any obligation imposed by this Agreement. The Lessor shall contribute notify Sublessee promptly of any claim, action or proceeding and cooperate fully in 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 defense.

Appears in 2 contracts

Samples: Sublease Agreement for the Harbor Master, Sublease Agreement

Indemnity. (a) In addition to the payment of expenses pursuant to Section 7.2 9.2 (Expenses), whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold the Lender harmless, the Collateral each Agent, the Trustee each Issuing Bank and any Holder of the Secured Notes and holder of the Notes, Lender and each of their and their Affiliates’ respective officers , partners, members, directors, trustees, advisors, employees, and attorneys, agents, sub-agents, affiliates, administrators, managers, representatives and controlling Persons ( 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 Indemnified Liabilities; provided that Borrower shall not have 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 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 such Indemnitee’s gross negligence or willful misconduct of that Indemnitee misconduct, or (B) the failure material breach of such Indemnitee to perform its Indemnitee’s express obligations under any Loan Document or (C) such Indemnitee's violation hereunder, in each case, as determined by a final, non-appealable judgment of law or (ii) in connection with the obligations a court of any Indemnitee under any Loan Document competent jurisdiction. To the extend extent that the undertaking undertakings to defend, indemnify, pay and hold harmless set forth in the preceding sentence this Section 9.3 may be unenforceable in whole or in part because it is they are violative of any law or public policy, the Company Borrower 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 . If for any reason the foregoing indemnification is unavailable to any Indemnitee, or insufficient to hold it harmless, then Borrower will contribute to the amount paid or payable by such Indemnitee, as applicable, as a result of such Indemnified Liability in such proportion as is appropriate to reflect the relative economic interests of (i) Borrower and its Affiliates, shareholders, partners, members or other equity holders on the one hand and (ii) such Indemnitee on the other hand with respect to the transactions under the Financing Documents, as well as the relative fault of (x) Borrower and its Affiliates, shareholders, partners, members or other equity holders and (y) such Indemnitee with respect to such Indemnified Liability. The reimbursement, indemnity and contribution obligations of Borrower under this Section 9.3 will be in addition to any liability which Borrower may otherwise have, and will be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of Borrower, the Indemnitees, any such Affiliate and any such Person. Notwithstanding the foregoing, Borrower shall not be required to indemnify any indemnified party for losses, claims, damages or liabilities arising solely out of disputes as between the indemnified parties that are not based on any act or omission of Borrower or any of its subsidiaries or affiliates, excluding any disputes against any Agent acting in such capacity.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Cheniere Energy Inc), Revolving Credit Agreement (Cheniere Energy Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 (a) The Borrower shall, whether or not the transactions contemplated hereby shall be consummated at all times, the Company agrees to indemnify, pay indemnify and hold each Lender harmless (the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, “Indemnity”) and each of their respective directors, partners, officers , directors , employees, and agents, counsel and advisors ( collectively called the "Indemnitees") each, 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 losses, administrative or judicial proceeding commenced or threatened, whether or not claims (including the reasonable attorneys’ fees incurred in defending against such Indemnitee shall be designated as a party thereto claims), which may be suffered by imposed on damages, incurred by liabilities, penalties, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect other expenses arising out of, or relating to or arising out of this Agreement to, the Notes Loan Documents, the Mortgage, extension of credit hereunder or the Lender's agreement to make the Loan Loans or the use or intended use of any of the proceeds of the Loan hereunder Loans, which an Indemnified Person may incur or the Transactions to which an Indemnified Person may become subject, but excluding Excluded Taxes ( the "indemnified liabilities" each, a “Loss”) ; provided, however, that the Company . The Indemnity shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) not apply to the extent that a court or arbitral tribunal of competent jurisdiction issues a final judgment that such is finally judicially determined to have Loss resulted solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure Indemnified Person. The Indemnity is independent of such Indemnitee and in addition to perform its obligations any other agreement of Borrower under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with to pay any amount to the obligations Lenders, and any exclusion of any Indemnitee obligation to pay any amount under this subsection shall not affect the requirement to pay such amount under any Loan Document other section hereof or under any other agreement. To For the extend that the undertaking avoidance of doubt, this Section 6.11 shall not apply to indemnify, pay and hold harmless set forth Indemnified Taxes (which are otherwise addressed 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 2.5 hereof).

Appears in 2 contracts

Samples: Credit Facility Agreement (Fortress Biotech, Inc.), Credit Facility Agreement (Fortress Biotech, Inc.)

Indemnity. In addition (a) The Issuer and the Indenture Trustee, but only to the payment extent of expenses pursuant the assets in the Indenture Trust and without personal recourse to Section 7.2 them, whether or not the transactions contemplated hereby agrees that it shall be consummated, the Company agrees to indemnify, pay and hold shall protect, indemnify and save harmless the Lender Issuer Administrator and the Issuer Administrator’s directors, 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 agents servants, and all Persons controlling, controlled by or under common control or otherwise affiliated with the Issuer Administrator ( collectively called each of the "Indemnitees"), harmless foregoing an “Indemnified Person”) from and against any and all other liabilities losses, obligations liabilities (including liabilities for penalties), losses actions, suits, judgments, demands, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements expenses of counsel for such Indemnitees in connection with counsel) of any investigative nature (including, administrative without limitation, under any federal, state or judicial proceeding commenced foreign securities laws, rules or threatened, whether regulations) arising from 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 this Agreement and the transactions contemplated hereby 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 by any of the proceeds agreements, instruments or documents to which the Issuer Administrator may be a party, whether now existing or hereinafter arising (all of the Loan hereunder or the Transactions (the "indemnified liabilities" foregoing being collectively referred to as “Indemnified Amounts”); provided excluding, however, that Indemnified Amounts resulting from the Company shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) negligence or misconduct of the Issuer in performing its obligations under this Agreement. If any action, suit or proceeding arising from any of the foregoing is brought against any Indemnified Person, the Issuer and the Indenture Trustee, but only to the extent of the assets of the Indenture Trust available therefor and without personal recourse, will resist and defend such action, suit or proceeding or cause the same to be resisted and defended by its counsel (which counsel shall be reasonably satisfactory to the affected Indemnified Person or Persons) and shall pay all costs of defense as incurred unless it is finally judicially determined by a court of competent jurisdiction that such Indemnified Person is not entitled 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 indemnification hereunder.

Appears in 2 contracts

Samples: Administration Agreement (Higher Education Funding I), Administration Agreement (Higher Education Funding I)

Indemnity. In addition to consideration of the payment execution and delivery of expenses pursuant to Section 7.2, whether or not this Agreement by the transactions contemplated hereby shall be consummated Consultants, the Company agrees to shall indemnify, pay exonerate and hold each member of the Lender Consultant’s Group (collectively, the Collateral Agent “Indemnitees”), the Trustee and any Holder of the Secured Notes and holder of the Notes, and each of their officers whom is an intended third party beneficiary of this Agreement and may specifically enforce the Company’s obligations hereunder (including but not limited to the obligations specified in this Section 8), directors, employees, free and 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 Loss arising from any kind or nature whatsoever Claim ( 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 “Indemnified Liabilities”), 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 them as a result of, arising out of, or in any way relating to the execution, delivery, performance, enforcement or existence of this Agreement or the Consulting Services, or non-performance by the Company, except for any such Indemnified Liabilities arising from such Indemnitee’s gross negligence, willful misconduct or breach of Section 6 (Confidentiality) hereof, and if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, the Company hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. For purposes of this Section 8, none of the circumstances described in the limitations contained in the immediately preceding sentence shall be deemed to apply absent a final non-appealable judgment of a court of competent jurisdiction to such effect, in which case to the extent any such limitation is so determined to apply to any Indemnitee as to any previously advanced indemnity payments made by the Company, then such payments shall be promptly repaid by such Indemnitee to the Company. The rights of any Indemnitee to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument referenced above or any other agreement or instrument to which such Indemnitee is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation. The Company hereby agrees that the Company is the indemnitor of first resort (i.e., its obligations to Indemnitees under this Agreement are primary and any obligation of the Consultant (or any Affiliate thereof) to provide advancement or indemnification for the same Indemnified Liabilities (including all interest, assessments and other charges paid or payable in connection with or in respect of such Indemnified Liabilities) incurred by Indemnitees are secondary), and if the Consultant or any Affiliate thereof pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement (whether pursuant to contract or constitutional documents) with any director or officer of the Company, then (i) the Consultant (or any such Affiliate, as the case may be) shall be fully subrogated to all rights of Indemnitee with respect to such payment and (ii) the Company shall reimburse the Consultant (or any such Affiliate, as the case may be) for the payments actually made and waives any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any Claim or remedy of any Indemnitee against any Indemnitee, whether such Claim, remedy or right arises in equity or under contract, statute, common law or otherwise, including any right to claim, take or receive from any Indemnitee, directly or indirectly, in cash or other property or by set-off or in any other manner, any payment or security or other credit support on account of such Claim, remedy or right.

Appears in 2 contracts

Samples: Consulting Services and Information Rights Agreement (Atento S.A.), Consulting Services and Information Rights Agreement (Atento S.A.)

Indemnity. In addition Each of the Credit Parties, hereby agrees that its obligation 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 Releasees harmless as set forth in the immediately preceding Section 3.1, the Collateral Agent, the Trustee shall include an obligation to indemnify and hold Releasees harmless with respect to 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 (including, without limitation, reasonable attorney’s fees and expenses) or disbursements of any kind or nature whatsoever ( incurred by the Releasees, or any of them, whether direct, indirect or consequential, as a result of or arising from or relating to any proceeding by, or on behalf of any Person, including, without limitation, the fees and disbursements of counsel for such Indemnitees in connection with any investigative respective officers, administrative directors, agents, trustees, creditors, partners 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 shareholders of any of the proceeds Credit Parties, whether threatened or initiated, asserting any claim for legal or equitable remedy under any statute, regulation or common law principle arising from or in connection with the negotiation, preparation, execution, delivery, performance, administration and enforcement of this Fifth Amendment or any other document executed in connection herewith; provided that none of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided Credit Parties, however, that the Company shall have no any indemnification obligation to an Indemnitee hereunder any Releasee pursuant to this Section with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely resulting from (A) the gross negligence or willful misconduct of that Indemnitee or (B) any Releasee. If and to 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 foregoing undertaking is adjudged by a final judicial determination to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative for any reason, each of any law or public policy, the Company shall contribute Credit Parties jointly and severally agrees to make the maximum portion which it is permitted to pay and satisfy under applicable law contribution to the payment and satisfaction thereof which is permissible under applicable law. The foregoing indemnity shall survive the termination of all indemnified liabilities incurred by the Indemnitees or any Credit Agreement and the other Loan Documents and the payment in full of them the Obligations.

Appears in 2 contracts

Samples: Credit Agreement (Broadview Networks Holdings Inc), Credit Agreement (Broadview Networks Holdings Inc)

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 expenses pursuant to Section 7.2 The Seller shall pay, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to and indemnify, pay defend and hold harmless the Lender, the Collateral Agent, the Trustee Buyer and any Holder of the Secured Notes and holder of the Notes, and each of their its officers, directors, employees, and agents, advisors and Affiliates ( collectively called the "Indemnitees"), harmless “Indemnified Parties”) from and against the “Indemnified Liabilities”, which means any and all other claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, disbursements and reasonable out-of-pocket costs, and expenses (including reasonable attorneys’ fees and disbursements 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 that may be suffered by imposed on upon, incurred by, by or asserted against that Indemnitee, any of the Indemnified Parties in any manner resulting from, connected with, in respect of, way relating to or arising out of this Agreement, any of the Notes, Repurchase Documents or any of the Mortgage, the Lender's agreement to make the Loan transactions contemplated thereby or the use of proceeds or intended proposed use of any of proceeds thereof, provided that to the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided extent, however if any, 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 any Indemnified Liabilities are caused by any Indemnified Party’s gross negligence or willful misconduct misconduct, the indemnity payable to that Indemnified Party shall be equitably and proportionately reduced, although to the full extent permitted under Applicable Law, such indemnity shall not be reduced on account of that Indemnitee such claims, liabilities, etc. to any extent (a) owed, in whole or in part, under any claim or theory of strict liability, or ( B b) caused or contributed to by any Indemnified Party’s sole or concurrent ordinary negligence that does not amount to gross negligence or willful misconduct, it being the failure of Seller’s intention to hereby indemnify the Indemnified Parties against their own strict liability and their own sole or concurrent ordinary negligence. Without limiting the foregoing, the Buyer shall not be liable for executing, failing to execute, or for any mistake in the execution of, such Indemnitee to perform its obligations under any Loan Document request or (C) such Indemnitee's violation of law or (ii) instructions in connection with the obligations certification, release or shipment of any Indemnitee under any Loan Document. To the extend that the undertaking to indemnify Papers, pay and hold harmless set forth except in the preceding sentence may be unenforceable because it is violative case of any law the Buyer’s gross negligence 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 willful misconduct.

Appears in 2 contracts

Samples: Master Repurchase Agreement (Sirva Inc), Master Repurchase Agreement (Sirva 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 The Company agrees to indemnify, pay will indemnify and hold harmless the Lender Issuer, each of its officials and employees and each person who controls the Collateral Agent, Issuer within the Trustee and any Holder meaning of Section 15 of the Secured Notes and holder of the Notes 1933 Act (any such person being herein in this paragraph sometimes called an “Indemnified Party”), against all losses, claims, damages or liabilities, joint or several, to which such Indemnified Party may become subject under any statute or at law or in equity or otherwise, and each of their officers will reimburse any such Indemnified Party for any legal or other expenses incurred by it in connection with investigating any claims against it and defending any actions, directors insofar as such losses, employees, and agents, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations, losses claims, damages, penalties liabilities or actions arise out of or are based upon an allegation or determination that the Bonds or the obligations of the Issuer under the Indenture have been offered or sold in violation of provisions of the 1933 Act, actions the Securities Exchange Act of 1934, judgments as amended, suits, claims, costs, expenses and disbursements or the securities laws of any kind state 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 territory, or asserted against that Indemnitee the Indenture should have been qualified under the Trust Indenture Act of 1939, in as amended. This indemnity agreement will not limit any manner resulting from, connected with, other liability the Company may otherwise have to any such Indemnified Party. In the event and to the extent that any of the Indemnified Parties is entitled to indemnification from the Company under the terms of the preceding paragraph 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 losses, claims, damages, liabilities or expenses referred to therein, but such indemnification is unavailable to such Indemnified Party in respect of any such losses, claims, damages, liabilities or expenses, due to such indemnification being held impermissible or unenforceable under applicable law or otherwise, then the Company, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault 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 offering conduct which resulted in such claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The Company and Issuer, respectively, agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method of any Indemnitee under any Loan Document. To allocation which does not take into account the extend that the undertaking equitable considerations referred to indemnify, pay and hold harmless set forth in the preceding sentence may sentences of this paragraph. The amount paid or payable by any of the Indemnified Parties as a result of the losses, claims, damages or liabilities referred to above in this paragraph shall be unenforceable because it is violative of deemed to include any law legal 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 other expenses reasonably incurred by such Indemnified Party in connection with defending such action or claim. The covenants and agreements in this paragraph and the Indemnitees or any preceding paragraph shall survive the delivery of them the Bonds.

Appears in 2 contracts

Samples: Bond Purchase Agreement, Bond Purchase Agreement

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether Whether or not the transactions contemplated hereby shall be consummated, the Company agrees to indemnify, pay and hold harmless the Lender, the Collateral Agent, the Trustee Purchasers and any Holder subsequent holder of any of the Secured Notes and holder of the Notes, and each of their officers, directors, employees, and agents, employees of the Purchasers and such holders (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, including the fees and disbursements of counsel for such Indemnitees Indemnitee) in connection with any investigative, administrative or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee shall be designated as a party thereto) thereto and including any such proceeding initiated by or on behalf of the Company, and the reasonable expenses of investigation by engineers, environmental consultants and similar technical personnel and any commission, fee or compensation claimed by any broker (other than any broker retained by the Purchasers) asserting any right to payment for the transactions contemplated hereby, which may be suffered by imposed on, incurred by, by or asserted against that Indemnitee, such Indemnitee as a result of or in any manner resulting from, connected with, in respect of, relating to connection with the transactions contemplated hereby or arising out of this Agreement, by the Notes, the Mortgage, the Lender's agreement to make the Loan or other Financing Documents and the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities"); provided Notes, however, except that the Company shall have no obligation hereunder to an Indemnitee hereunder with respect to indemnified liabilities (i) to the extent such is finally judicially determined to have resulted solely any liability resulting 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 immediately preceding sentence may be unenforceable because it is violative of any law or public policy unenforceable, 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 such indemnified liabilities incurred by the Indemnitees or any of them.

Appears in 2 contracts

Samples: Note Purchase Agreement (Cmgi Inc), Security Agreement (Navisite Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 (a) The Loan Parties shall, whether or not the transactions contemplated hereby shall be consummated at all times, the Company agrees to indemnify, pay indemnify and hold harmless (the Lender, the Collateral Agent, the Trustee and any Holder of “Indemnity”) the Secured Notes and holder of the Notes, Parties and each of their respective directors, partners, officers , directors , employees, and agents, counsel and advisors ( collectively called the "Indemnitees") each, 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 losses, administrative or judicial proceeding commenced or threatened, whether or not claims (including the reasonable attorneys’ fees incurred in defending against such Indemnitee shall be designated as a party thereto claims), which may be suffered by imposed on damages, incurred by liabilities, penalties or other expenses arising out of, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement to, the Notes Loan Documents, the Mortgage, the Lender's agreement to make extension of credit hereunder or the Loan or the other Obligations or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions other Obligations, which an Indemnified Person may incur or to which an Indemnified Person may become subject ( the "indemnified liabilities" each, a “Loss”) ; provided, however, that the Company . The Indemnity shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) not apply to the extent that a court or arbitral tribunal of competent jurisdiction issues a final non-appealable judgment that such is finally judicially determined to have Loss of an Indemnified Person resulted solely from (A) the gross negligence negligence, bad faith or willful misconduct of that Indemnitee or (B) the failure such Indemnified Person. The Indemnity is independent of such Indemnitee and in addition to perform its obligations any other agreement of any Party under any Loan Document or (C) such Indemnitee's violation of law or (ii) in connection with to pay any amount to the obligations Secured Parties, and any exclusion of any Indemnitee obligation to pay any amount under this Section 6.11(a) shall not affect the requirement to pay such amount under any Loan Document other section hereof or under any other agreement. To For the extend avoidance of doubt, this Section 6.11 shall not apply to Taxes other than Taxes that the undertaking to indemnify represent losses, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of claims, damages, etc. arising from 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 non-Tax claim.

Appears in 2 contracts

Samples: License Agreement (Endologix Inc /De/), Facility Agreement (Endologix Inc /De/)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 9.1, whether or not the transactions contemplated hereby shall be consummated, the Company (as “Indemnitor”) agrees to indemnify, pay and hold the Lender, Collateral Agent and the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes Purchasers, and each of their the officers, directors, partners, managers, members, employees, and agents, and Affiliates of the Collateral Agent and the Purchasers ( collectively called collectively, the " Indemnitees "), ”) harmless from and against any and all other liabilities, costs, expenses, obligations, losses losses (other than lost profit), damages, penalties, actions, judgments, suits, claims, costs, expenses claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened threatened (excluding claims among Indemnitees) by any person who is not a Purchaser or an Affiliate thereof or the Collateral Agent or an Affiliate thereof, 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, Agreement and 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 Notes (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, provided that the Company Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) an Indemnified Liability to the extent that such is finally judicially determined to have resulted solely Indemnified Liability arises from (A) the gross negligence or willful misconduct of that Indemnitee or any of its officers, directors, partners, managers, members, employees, agents and/or Affiliates. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder ( B provided that the Indemnitor will not settle any such claim without (i) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such appropriate Indemnitee 's violation of law ’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in connection any way relating to the circumstances involving such claim and without any admission as to culpability or fault of such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the obligations extent and subject to the limitations set forth herein; provided that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee under which are not available to the Indemnitor; provided further, that with respect to any Loan Document claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 9.2 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extend extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence this Section 9.2 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 Indemnified Liabilities incurred by the Indemnitees or any of them . Notwithstanding anything to the contrary in this Agreement, no party shall be liable to the other party or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other party or any third party howsoever caused and regardless of the form or cause of action, even if such damages are foreseeable or such party has been advised of the possibility of such damages. The provisions of this Section 9.2 shall survive the repayment in full of the Notes and the termination of this Agreement.

Appears in 2 contracts

Samples: Patent Security Agreement (Sito Mobile, Ltd.), Revenue Sharing and Securities Purchase Agreement (Marathon Patent Group, 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 Pledgor agrees to indemnify, pay and hold harmless the Lender, --------- Secured Party 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, agents and agents Affiliates of the Secured Party (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 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 (including, without limitation, any misrepresentation by Pledgor in 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, provided that the Company Pledgor shall not -------- 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 Pledgor 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 2 contracts

Samples: Securities Pledge Agreement (Coaxial LLC), Securities Pledge Agreement (Coaxial 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 Pledgor agrees to indemnify, pay and hold harmless the Lender, the Collateral Agent, the --------- Trustee and any Holder each of the 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 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 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 (including, without limitation, any misrepresentation by Pledgor in 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, provided that the Company Pledgor shall not 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 Pledgor 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 2 contracts

Samples: Securities Pledge Agreement (Insight Communications of Central Ohio LLC), Securities Pledge Agreement (Coaxial LLC)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated The Company hereby shall be consummated, the Company agrees to indemnify, pay defend and hold harmless the Lender, the Collateral Agent, the Trustee Purchasers and any Holder of the Secured Notes and holder of the Notes, and each of their respective officers, directors, employees, agents and agents representatives, (collectively called the "Indemnitees"), harmless from and against any all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses its successors and disbursements of any kind or nature whatsoever (including, without limitation, the fees and disbursements of counsel for such Indemnitees assigns in connection with any investigative losses, administrative or judicial proceeding commenced or threatened claims, whether or not such Indemnitee shall be designated damages, liabilities and expenses, including reasonable attorneys’ fees, to which any Purchaser may become subject (other than as a party thereto result of the gross negligence of, willful misconduct of or breach of any of the Purchase Documents by any such Person), which may be suffered insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or by imposed on reason of any investigation, incurred litigation or other proceedings related to or resulting from any act of, or omission by, the Company or asserted against that Indemnitee its Affiliates or any officer, in any manner resulting from director, connected with employee, in agent or representative of the Company or its Affiliates with respect of to the Transactions, relating to or arising out of this Agreement, the Notes Notes or any other Purchase Documents. To the extent that the foregoing undertakings may be unenforceable for any reason, the Mortgage, the Lender's agreement Company 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 set forth in this Section 13.13 that is permissible under applicable law.

Appears in 2 contracts

Samples: Note Purchase Agreement (Darling International Inc), Note Purchase Agreement (Darling 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 (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.

Appears in 2 contracts

Samples: Security Agreement (Bayou Steel Corp), Security Agreement (Bayou Steel Corp)

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 8.3, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to indemnify, pay and hold the Lender, the Collateral Agent, the Trustee its participants and any Holder of the Secured Notes assignees and holder of the Notes, and each of their respective officers, directors, employees, and agents, consultants, auditors, persons engaged by any of them to evaluate or monitor the Collateral, affiliates and attorneys of any 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, including 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 ) that 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 or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the Notes statements contained in the Commitment Letter(s), the Mortgage if any, the delivered by Lender 's , Lender’s agreement to make the Term Loan or hereunder, the use or intended use of the proceeds of any of the proceeds Term Loan or the exercise of the Loan any right or remedy hereunder or under the Transactions other Loan Documents (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, provided 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 directly arising from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure as finally 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. 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 competent jurisdiction.

Appears in 2 contracts

Samples: Term Loan and Security Agreement (Akrion, Inc.), Term Loan and Security Agreement (Akrion, 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 10.5, whether or not the transactions contemplated hereby shall be consummated, the Company each Loan Party agrees to indemnify, pay and hold Lender 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 employees of, or consultants, auditors, and agents other persons engaged by Lender, to evaluate or monitor the Collateral, affiliates and attorneys of Lender and such holders (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, including the fees and disbursements of counsel for such Indemnitees Indemnitee 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 ) that 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 or the other Loan Documents, the consummation of the transactions contemplated by this Agreement, the Notes statements contained in the commitment letters, the Mortgage if any, delivered by Lender, and the Lender's agreement to make the Loan or Loans hereunder, the use or intended use of the proceeds of any of the proceeds Loans or the exercise of the Loan any right or remedy hereunder or under the Transactions other Loan Documents (the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, provided that the Company no Loan Party shall have no any 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 or (B) the failure as determined by a final non-appealable judgment 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. 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 competent jurisdiction.

Appears in 2 contracts

Samples: Loan and Security Agreement (WHX Corp), Loan and Security Agreement (Steel Partners Ii Lp)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 The Venturers, 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 along with their respective 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 agents (including, without limitation, the fees Manager) shall be indemnified and disbursements held harmless by the Venture from and against any and all claims, demands, liabilities, costs, damages, expenses and causes of counsel for such action of any nature whatsoever arising out of or incidental to any act performed or omitted to be performed by any of the 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 business of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") Venture; provided, however, that, such act or omission was taken in good faith, was reasonably believed by the respective Indemnitee to be in the best interest of the Venture and within the scope of authority granted to such Indemnitee under this Agreement, and did not constitute fraud, bad faith, willful misconduct or gross negligence on behalf of such Indemnitee; and, provided, further, that the Company an indemnity under this Section shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) be paid solely out of and 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 Venture assets and shall not be a personal obligation of any Indemnitee under any Loan Document Venturer. To All judgments against the extend that Venture and the undertaking to indemnify Indemnitees, 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 , wherein such Indemnitee (or Indemnitees) is entitled to indemnification, must first be satisfied from Venture assets before the Indemnitees shall be responsible for these obligations. The indemnification provided herein shall be applicable whether or not negligence of the Indemnitee is alleged or proven.

Appears in 2 contracts

Samples: Joint Venture Agreement (InSight Imaging Services Corp.), Joint Venture Agreement (InSight Imaging Services Corp.)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 subsection 9.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to defend, indemnify, pay and hold the Lender, the Collateral Agent, the Trustee harmless Administrative Agent and any Holder of the Secured Notes and holder of the Notes Lenders, and each of their the officers, directors, partners, employees, agents and agents, affiliates of Administrative Agent and Lenders (collectively called the " Indemnitees INDEMNITIES" ), 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, including without limitation, limitation the reasonable fees and disbursements of counsel for such Indemnitees Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), which whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be suffered by imposed on, incurred by, or asserted against that any such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, Agreement or the Notes, other Loan Documents or the Mortgage, the Lender's transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loan Loans hereunder or the use or intended use of the proceeds of any of the proceeds of the Loan hereunder Loans) or the Transactions statements contained in the commitment letter delivered by any Lender to Company with respect thereto ( collectively called the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, provided that the Company shall not 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 Indemnified Liabilities 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 defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company 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 Indemnities or any of them.

Appears in 2 contracts

Samples: Credit Agreement (Atlas Air Worldwide Holdings Inc), Credit Agreement (Atlas Air Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 Borrower shall pay, whether or not the transactions contemplated hereby shall be consummated, the Company agrees to 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"), Indemnified Parties harmless from and against any and all other liabilities, obligations, losses, damages claims, penalties demands, suits, actions, judgments investigations, suits proceedings, claims and damages, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the all reasonable attorneys' fees and disbursements and other costs and expenses actually incurred in connection therewith (as and when they are incurred and irrespective of counsel for such Indemnitees whether suit is brought), which are asserted against, imposed upon or incurred by any of them (a) in connection with or as a result of or related to the Project or the execution, delivery, enforcement, performance, or administration of this Agreement or the transactions contemplated hereby or thereby, and (b) with respect to any investigative investigation, administrative litigation, or judicial proceeding commenced related to the Project or threatened, this Agreement or any Loan Document (irrespective of whether or not such Indemnitee shall be designated as any Indemnified Party is a party thereto), which may be suffered by imposed on or any act, incurred by omission, event, or asserted against that Indemnitee, circumstance in any manner resulting from related thereto (all the foregoing, connected with, in respect of, relating to or arising out of this Agreement 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 Liabilities") ; provided . The foregoing to the contrary notwithstanding, however, that the Company Borrower shall have no obligation to an Indemnitee hereunder any Indemnified Party under this paragraph with respect to indemnified liabilities (i) to the extent such is any Indemnified Liability that a court of competent jurisdiction finally judicially determined determines to have resulted solely from (A) the gross negligence or willful misconduct of such Indemnified Party. If any Indemnified Party makes any payment to any other Indemnified Party with respect to an Indemnified Liability as to which Borrower was required to indemnify the Indemnified Party receiving such payment, the Indemnified Party making such payment is entitled to be indemnified and reimbursed by Borrower with respect thereto. Lender may notify Borrower of the progress of any claims with respect to Indemnified Liabilities pursuant to this Section 7.11 and Borrower shall be entitled, at its own cost and expense, to participate in the defense of any third party claim for which it may owe the Lender an indemnity, pursuant to this Section 7.11, it being understood that Indemnitee or (B) the failure Lender shall control such defense. The obligations of such Indemnitee to perform its Borrower in this Section 7.11 shall survive the termination of this Agreement and the discharge of Borrower's other obligations under any Loan Document or (C) such Indemnitee's violation this Agreement. The provisions of law or (ii) in connection with the obligations of any Indemnitee under any Loan Document. To the extend that the undertaking this Section 7.11 shall not he applicable to indemnify, pay and hold harmless set forth claims made by third parties 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 event Lender acquires an equity interest in Borrower.

Appears in 2 contracts

Samples: Development Loan Agreement (Nevada Geothermal Power Inc), Development Loan Agreement (Nevada Geothermal Power Inc)

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 indemnify and hold harmless (collectively, 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, “Indemnity”) OPIC and each of their OPIC’s directors, officers , directors , employees, personal services contractors, and agents agents (but, as to each such agent, only and to the extent that OPIC asserts a claim hereunder) ( 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 each an “Indemnified Person”) in connection with any investigative losses, administrative or judicial proceeding commenced or threatened claims, whether or not such Indemnitee shall be designated as a party thereto) damages, which may be suffered by imposed on liabilities, incurred by penalties, or asserted against that Indemnitee, in any manner resulting from, connected with, in respect of, relating to or other expenses arising out of or relating to, this Agreement, the Notes Commitment Letter, the Mortgage Financing Documents, the Lender's agreement to make provision of this Agreement and the Loan or Loan, the use or intended use of any of the proceeds of the Loan hereunder and the Project, and the use, management, and operation thereof, (including, the cost of defending against such claim) which an Indemnified Person may incur or the Transactions to which an Indemnified Person may become subject ( the "indemnified liabilities" each a “Loss”) ; provided, however, that the Company . The Indemnity shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) not apply to the extent that a court or arbitral tribunal with jurisdiction over the subject matter of the Loss and over OPIC and each other Indemnified Person who has a Loss in connection therewith and at which OPIC and such is finally judicially determined other Indemnified Person had an adequate opportunity to have defend its interests determines that such Loss resulted solely from ( A i) 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 Indemnified Person or (ii) in connection with OPIC’s failure to perform any act required of it hereunder or under any agreement between OPIC and the obligations Borrower relating to the Project or the financing or guaranty contemplated hereunder. The Indemnity (i) shall survive the disbursement and repayment of the Loan and the provision of any Indemnitee subsequent or additional indemnity by any Person unless explicitly terminated by OPIC in writing and (ii) is independent of and in addition to any other agreement of the Borrower or any other Company to pay any amount to OPIC. Any exclusion of an obligation to pay any amount under this paragraph shall not affect the requirement to pay such amount under any Loan Document other section hereof or under any other agreement. To The requirement in this Section that costs of defense be borne by the extend that the undertaking to indemnify, pay and hold harmless set forth Borrower shall not vest in the preceding sentence may be unenforceable because it is violative Borrower the right or power to control the defense of any law Indemnified Person. The Borrower shall not assert any claim against any Indemnified Person or public policy any agent of OPIC for special, indirect, consequential, or punitive damages relating to this Indemnity, the Company shall contribute Loan or 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 Project.

Appears in 2 contracts

Samples: Loan Agreement (Interoil Corp), Loan Agreement (Interoil Corp)

Indemnity. In addition to the payment of any 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 each Borrower agrees to indemnify, pay exonerate, defend, pay, and hold harmless the Agent-Related Persons and the Lender -Related Persons (collectively, the Collateral Agent, the Trustee “Indemnitees” 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 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 Indemnitee such Indemnitee (whether brought by a Borrower or any other Person), in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement Agreement or the other Loan Documents, the Notes Revolver Commitments, 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 a Borrower to Agent and its counsel (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, that the Company no Borrower shall have no any 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 as determined by a court of competent jurisdiction in a final judgment. 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 the Borrowers will resist and defend such action, suit, or proceeding or cause the same to be resisted and defended by counsel designated by Borrowers (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 each 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 the Borrowers under this Section 8.2 shall survive the termination of this Agreement and the discharge of the Borrowers’ other obligations hereunder.

Appears in 2 contracts

Samples: Loan and Security Agreement (FS Credit Real Estate Income Trust, Inc.), Loan and Security Agreement (FS Credit Real Estate Income Trust, 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 Borrower agrees to indemnify and shall defend, pay protect, indemnify and hold the Lender, the Collateral harmless Administrative Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, each Issuing Lender and each Lender and each and all of their its respective officers, directors, employees, and attorneys, agents, parent, and Affiliates ( collectively called the "Indemnitees"), harmless “Indemnified Parties”) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, fees, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnitees the Indemnified Parties in connection with any investigative, administrative or judicial proceeding commenced or threatened proceeding, whether or not such Indemnitee the Indemnified Parties shall be designated as by a party thereto , or otherwise), which may be suffered by imposed on, incurred by, or asserted against that Indemnitee any Indemnified Party (whether direct, indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement Agreement or the other Financing Agreements, any Acquisition, or any act, event or transaction related or attendant thereto, the Notes making and the management of the Loans (including, the Mortgage without limitation, the Lender's agreement to make the Loan any liability under federal, state or local environmental laws or regulations) or the use or intended use of any of the proceeds of the Loan hereunder or the Transactions (the "indemnified liabilities") Loans hereunder; provided, however, that the Company Borrower shall not have no any obligation to an Indemnitee any Indemnified Party hereunder with respect to indemnified liabilities (i) to for matters caused by or resulting 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 Indemnified Party as finally determined in a non-appealable judicial proceeding (in which such Indemnified Party and Administrative Agent have had an opportunity 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 be heard). 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 matters incurred by the Indemnitees Indemnified Parties. Any liability, obligation, loss, damage, penalty, cost or any expense incurred by the Indemnified Parties under this Section 12.16 shall be paid to the Indemnified Parties within ten (10) Business Days from demand (or sooner if an Event of them Default is then in existence), together with interest thereon at the Default Rate from such tenth (10th) Business Day (or such earlier date if an Event of Default is then in existence) until paid by Borrower, be added to the Liabilities, and be secured by the Collateral. The provisions of and undertakings and indemnifications set out in this Section 12.16 shall survive the satisfaction and payment of the Liabilities of Borrower and the termination of this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (ExamWorks Group, Inc.), Loan and Security Agreement (ExamWorks Group, 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 Grantor (as “Indemnitor”) 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 Parties, and each of their the officers, directors, partners, managers, members, employees, and agents, and Affiliates of the Secured Parties ( collectively called collectively, the " Indemnitees "), ”) harmless from and against any and all other liabilities, costs, expenses, obligations, losses losses (other than lost profit), damages, penalties, actions, judgments, suits, claims, costs, expenses claims and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of one counsel for such Indemnitees Indemnitees) in connection with any investigative, administrative or judicial proceeding commenced or threatened threatened (excluding claims among Indemnitees), 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 Agreement (the "indemnified liabilities" “Indemnified Liabilities”); provided, however, provided that the Company Indemnitor shall not have no any obligation to an Indemnitee hereunder with respect to indemnified liabilities (i) an Indemnified Liability to the extent that such is finally judicially determined to have resulted solely Indemnified Liability arises from (A) the gross negligence or willful misconduct of that Indemnitee or any of its officers, directors, partners, managers, members, employees, agents and/or Affiliates. Each Indemnitee shall give the Indemnitor prompt written notice of any claim that might give rise to Indemnified Liabilities setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder ( B provided that the Indemnitor will not settle any such claim without (i) the failure of such Indemnitee to perform its obligations under any Loan Document or (C) such appropriate Indemnitee 's violation of law ’s prior written consent, which consent shall not be unreasonably withheld or (ii) obtaining an unconditional release of the appropriate Indemnitee from all claims arising out of or in connection any way relating to the circumstances involving such claim and without any admission as to culpability or fault of such Indemnitee) so long as in any such event, the Indemnitor shall have stated in a writing delivered to the Indemnitee that, as between the Indemnitor and the Indemnitee, the Indemnitor is responsible to the Indemnitee with respect to such claim to the obligations extent and subject to the limitations set forth herein; provided that the Indemnitor shall not be entitled to control the defense of any claim in the event that in the reasonable opinion of counsel for the Indemnitee, there are one or more material defenses available to the Indemnitee under which are not available to the Indemnitor; provided further, that with respect to any Loan Document claim as to which the Indemnitee is controlling the defense, the Indemnitor will not be liable to any Indemnitee for any settlement of any claim pursuant to this Section 11 that is effected without its prior written consent, which consent shall not be unreasonably withheld. To the extend extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence this Section 11 may be unenforceable because it is violative of any law or public policy, the Company Grantor 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 . Notwithstanding anything to the contrary in this Agreement, no party shall be liable to the other party or any third party for any indirect, incidental, exemplary, special, punitive or consequential damages (including with respect to lost revenue, lost profits or savings or business interruption) of any kind or nature whatsoever suffered by the other party or any third party howsoever caused and regardless of the form or cause of action, even if such damages are foreseeable or such party has been advised of the possibility of such damages. The provisions of this Section 11 shall survive the termination of this Agreement.

Appears in 2 contracts

Samples: Security Agreement (Marathon Patent Group, Inc.), Patent Security Agreement (Sito Mobile, Ltd.)

Indemnity. (a) In addition to the payment of expenses pursuant to Section 7.2, whether or not the transactions contemplated hereby shall be consummated 9.02, the Company Borrower agrees to indemnify, pay and hold harmless the Lender Administrative Agent (and any sub-agent thereof), the Collateral Agent Arranger, the Trustee each Lender and each Related Party of any Holder of the Secured Notes and holder of the Notes foregoing (each, and each of their officers, directors, employees, and agents, (collectively called the "Indemnitees" 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, provided that the Company Borrower shall have no obligation to an any Indemnitee hereunder under this paragraph 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 x) the gross negligence or willful misconduct of that Indemnitee such Indemnitee, in each case, as determined by a final, non-appealable judgment of a court of competent jurisdiction or ( B y) a claim brought by the Borrower or any Subsidiary of the Borrower against any Indemnitee for material breach of such Indemnitee’s express obligations hereunder (including, for the avoidance of doubt, any failure of by such Indemnitee to perform comply with its obligations obligation to fund any portion of its Loans as required hereby) or under any Loan Document other Credit Document, if the Borrower or (C) such Indemnitee's violation Subsidiary has obtained a final, non-appealable judgment of law a court of competent jurisdiction in its favor on such claim or (ii) in connection any settlement with respect to such Indemnified Liabilities which is entered into by such Indemnitee without the obligations Borrower’s written consent (such consent not to be unreasonably withheld or delayed taking into account, among other relevant matters, the likelihood of any Indemnitee under any Loan Document non-monetary injury to each Indemnitee). To the extend extent that the undertaking undertakings to indemnify, pay and hold harmless set forth in the preceding sentence this paragraph may be unenforceable in whole or in part because it is they are violative of any law or public policy, the Company Borrower 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 . . All amounts due under this paragraph shall be payable promptly after written demand therefor. This Section

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Facebook Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless the Lender, the Collateral Agent, the Trustee and any Holder of the Secured Notes and holder of the Notes, Administrative Agent and each of their the Lenders (including the Issuing Lenders) and the Joint Lead Arrangers, and the officers, directors, trustees, employees, and agents, advisors and Affiliates of each of the foregoing (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 Indemnified Liabilities ( 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" hereinafter defined); provided, however, provided that the Company Borrower shall not 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 Indemnified Liabilities arise solely from (A) the gross negligence or willful misconduct of that Indemnitee or (B) as determined by a final nonappealable judgment of a court of competent jurisdiction. A Person seeking indemnification under this subsection 10.3 shall notify 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 Borrower 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 event requiring indemnification promptly upon such person’s receipt of notice of commencement of any law action or public policy proceeding, or such Person’s obtaining knowledge of the Company shall contribute the maximum portion which it is permitted occurrence of any other event, giving rise to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them a claim for indemnification hereunder.

Appears in 2 contracts

Samples: Credit Agreement (Mosaic Co), Credit Agreement (Mosaic Co)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 9.02 hereof, whether or not the transactions contemplated hereby shall be consummated, the Company Borrower 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 Lender (including any Issuing Lender) 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 Agreement or any Letter of Credit, the Notes, the Mortgage, the Lender's Lenders’ agreement to make the Loan Loans or the use or intended use of the proceeds of any of the proceeds Loans or Letters of the Loan Credit hereunder or the Transactions (the " indemnified liabilities " ); provided provided that, however, that the Company Borrower shall have no obligation to an any Indemnitee hereunder with respect to indemnified liabilities (i) to the extent that such is finally judicially indemnified liabilities are determined by a court of competent jurisdiction by final and non-appealable judgment 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 policy or otherwise, 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 incurred by the Indemnitees or any of them.

Appears in 2 contracts

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

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 defend, indemnify, pay and hold the Lender, and the Collateral Agent agents and affiliates of Lender (collectively, 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 and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs disbursements, costs and 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 Indemnitees shall be designated as a party thereto), which that may be suffered by imposed on, incurred by, by or asserted against that Indemnitee the Indemnitees, in any manner resulting from, connected with, in respect of, relating to or arising out Borrower's breach of or default under this Agreement, the Notes or any other agreement, document or instrument executed and delivered by Borrower in connection herewith, the Mortgage, the Lender's agreement of Lender to make the Loan under this Agreement or the use or intended use of any of the proceeds of the any Loan hereunder or the Transactions under this Agreement ( collectively, the " indemnified liabilities Indemnified Liabilities"); provided, however, provided 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 Indemnified Liabilities directly and solely resulting from (A) the gross negligence or willful misconduct of that Indemnitee or (B) the failure 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) competent jurisdiction in connection with the obligations of any Indemnitee under any Loan Document a final, non-appealable order. 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 that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnitees or any of them . The provisions of the undertakings and indemnification set out in this Section 7 shall survive satisfaction and payment of the Borrower's Obligations and the termination of this Agreement.

Appears in 2 contracts

Samples: Settlement and Release Agreement (Tangible Asset Galleries Inc), Settlement and Release Agreement (Tangible Asset Galleries Inc)

Indemnity. In addition to the payment of expenses pursuant to Section 7.2 subsection 9.2, whether or not the transactions contemplated hereby shall be consummated, the Company agrees each Borrower agrees, jointly and severally, to defend, indemnify, pay and hold the Lender, the Collateral Agent, the Trustee harmless Administrative Agent and any Holder of the Secured Notes and holder of the Notes Lenders, and each of their the officers, directors, employees, agents and agents, affiliates of Administrative Agent and Lenders (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, including without limitation, limitation the reasonable fees and disbursements of counsel for such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened threatened by any Person, whether or not any such Indemnitee shall be designated as a party or a potential party thereto), which whether direct, indirect or consequential and whether based on any federal, state or foreign laws, statutes, rules or regulations (including without limitation securities and commercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be suffered by imposed on, incurred by, or asserted against that any such Indemnitee, in any manner resulting from, connected with, in respect of, relating to or arising out of this Agreement, Agreement or the Notes, other Loan Documents or the Mortgage, the Lender's transactions contemplated hereby or thereby (including without limitation Lenders' agreement to make the Loan Loans hereunder or the use or intended use of the proceeds of any of the proceeds of the Loan hereunder Loans) or the Transactions statements contained in the commitment letter delivered by any Lender to Borrowers with respect thereto ( collectively called the " indemnified liabilities INDEMNIFIED LIABILITIES"); provided, however, provided that the Company Borrowers shall not 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 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 defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, the Company each Borrower 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 Agreement (Northland Cable Properties Six LTD Partnership), Credit Agreement (Northland Cable Properties Six LTD Partnership)