No Liability; Indemnification. (a) The Lender shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower by the Lender (which shall automatically be deemed to be without recourse to the Lender in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a). (b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender and each of its respective officers, directors, attorneys, agents and employees harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents. (c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of any of the Collateral as provided herein. (d) The obligations of the Borrower under this Section 11.10 shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Comstock Homebuilding Companies, Inc.)
No Liability; Indemnification. (a) The Lender Bank shall not be deemed to have assumed any liability or responsibility to the Borrower Obligors or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower Obligors by the Lender Bank (which shall automatically be deemed to be without recourse to the Lender Bank in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender Bank shall not be deemed to have assumed any obligation or liability to any supplier or account debtor Account Debtor or to any other Person. The Borrower Obligors hereby agrees agree to indemnify and defend the Lender Bank and hold it harmless in respect of to any claim or proceeding arising out of any matter referred to in this Section 11.10 (aSubsection 10.1(a).
(b) The Borrower Each Obligor hereby agrees to indemnify and defend the Lender and to hold harmless the Lender Bank and each of its respective officers, directors, attorneysagents, agents employees and employees counsel harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding (except to the extent attributable to the gross negligence or willful misconduct of the Bank), including without limitation, those related to violation(s) involving any environmental laws, which may be incurred by or asserted against the Bank or any such other indemnified Person arising by virtue of the Bank's relationship with the Obligors as anticipated by this Agreement or the other Loan Documents, whether or not the Lender Bank is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower Each Obligor agrees to indemnify and defend the Lender and hold the Lender Bank harmless from and against any taxes, liabilities, claims and damages, including attorneys’ ' fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender Bank in respect of any transaction effected under this Agreement or in connection with the Lien provided for hereinherein (except to the extent attributable to the gross negligence or willful misconduct of the Bank), including, without limitation, any taxes payable in connection with the delivery or registration of any of the Collateral as provided herein.
(d) The obligations of the Borrower Obligors under this Section 11.10 Subsection 10.1 shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Boron Lepore & Associates Inc)
No Liability; Indemnification. (a) To the maximum extent permissible by applicable law, the Representative shall incur no liability of any kind to any Company Holder or any other Person with respect to any action or inaction taken or failed to be taken, by it or by its agents, in connection with its services as the Representative, except with respect to its own willful misconduct or gross negligence. Anything in this Agreement to the contrary notwithstanding, in no event shall the Representative be liable under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby to the Company Holders for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), regardless of whether or not any such damages were foreseeable or contemplated and even if the Representative has been advised of the likelihood of such loss or damage, no matter the form of action. The Lender Representative may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Company Holder or other party. In all questions arising under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby, the Representative may rely on the advice of counsel, accountants or other skilled persons, and the Representative will not be liable to any Company Holder or any other Person for anything done, omitted or suffered in good faith by the Representative based on such advice of counsel, accountants or other skilled persons, as the case may be. No provision of this Agreement, the Escrow Agreement or any of the transactions contemplated hereby shall require the Representative to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby or thereby. Furthermore, the Representative shall not be deemed required to have assumed take any liability action unless the Representative has been provided with funds, security or responsibility indemnities which, in its determination, are sufficient to protect the Borrower or any Person for Representative against the correctnesscosts, validity or genuineness of any instruments or documents that expenses and liabilities which may be released or endorsed to the Borrower incurred by the Lender (which shall automatically be deemed to be without recourse to the Lender Representative in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any performing such documents; and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a)actions.
(b) The Borrower hereby agrees To the maximum extent permissible by applicable law, the Payment Agent (in its capacity as such) shall incur no liability of any kind to indemnify and defend any Company Holder or any other Person with respect to any action or inaction taken or failed to be taken, by it or by its agents, in connection with the Lender and to hold the Lender and each performance of its respective officersduties as Payment Agent, except with respect to its own willful misconduct or gross negligence in failing to abide by the Allocation in making any disbursement contemplated hereby. Anything in this Agreement to the contrary notwithstanding, in no event shall the Payment Agent (in its capacity as such) be liable under this Agreement, the Escrow Agreement or any of the transactions contemplated hereby to the Company Holders for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), regardless of whether or not any such damages were foreseeable or contemplated and even if the Payment Agent has been advised of the likelihood of such loss or damage, no matter the form of action. The Payment Agent may act in reliance upon any signature believed by it to be genuine and may reasonably assume that such person has proper authorization to sign on behalf of the applicable Company Holder or other party.
(c) The Representative and its members, managers, directors, attorneysofficers, agents and employees shall be indemnified, defended and held harmless by the Company Holders from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damageslosses, liabilities, costs and expenses to the extent, but only to the extent, a court arising out of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for hereinRepresentative’s execution and performance of this Agreement, includingthe Escrow Agreement and the transactions contemplated hereby and thereby, without limitation, any taxes payable or otherwise in connection with acting as the delivery Representative, in each case as such claim, damage, loss, liability, cost or registration expense is incurred (collectively, “Representative Losses”). Any such Representative Losses shall be recovered first from the Representative Fund, second from any distribution of the Escrow Fund otherwise distributable to the Company Holders pursuant to the terms hereof and the Escrow Agreement at the time of distribution in accordance with written instructions delivered by the Representative to the Escrow Agent in accordance with the Escrow Agreement (the “Distributable Funds”), and third, directly from the Company Holders, severally and not jointly, based on their respective pro rata interest as set forth on the Allocation. Notwithstanding anything in this Agreement to the contrary, none of Parent, Merger Sub, the Company, the Subsidiary, the Surviving Corporation or any of their respective affiliates shall have any liability or obligation to indemnify, defend or hold harmless the Representative. The Representative is hereby granted a lien on, right of set-off against and security interest in the Representative Fund and the Distributable Funds for the payment of any of the Collateral as provided hereinclaim for Representative Losses, indemnification, compensation, expenses and amounts due hereunder.
(d) Certain Stockholders (the “Advisory Group”) have concurrently herewith entered into an engagement agreement with the Representative regarding direction to be provided by the Advisory Group to the Representative. The obligations Advisory Group shall incur no liability to any Company Holders while acting in good faith and arising out of or in connection with the acceptance or administration of their duties (it being understood that any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith).
(e) All of the Borrower immunities and powers granted to the Representative under this Section 11.10 Agreement shall survive the resignation or removal of Representative and the Closing and/or any termination of this Agreement and the Escrow Agreement. The grant of authority provided for in this Section 3: (i) is coupled with an interest and shall be irrevocable and survive the death, incompetence, bankruptcy or liquidation of the respective Company Holder and shall be binding on any successor thereto and (ii) shall survive the delivery of an assignment by any Company Holder of the whole or any fraction of his, her or its interest in the Escrow Fund.
(f) To the extent the Representative receives documents, spreadsheets or other forms of information from any party and the Representative is required to deliver any such document, spreadsheet or other form of information to another party, the Representative is not responsible for the content of such materials, nor is the Representative responsible for confirming the accuracy of any information contained in such materials or reconciling the content of any such materials with any other documents, spreadsheets or other information.
Appears in 1 contract
No Liability; Indemnification. (a) The Lender Notwithstanding any other provision of this Agreement, neither THE SOURCE nor any affiliate or employee of THE SOURCE shall not be deemed liable to have assumed any liability or responsibility to the Borrower KMART or any Person creditor of KMART for any mistake, error or misjudgment of THE SOURCE or its affiliates, or their officers, directors, employees or agents, for any losses, liabilities or claims incurred or suffered by KMART, or its creditors in connection with the correctness, validity rendering of Services by THE SOURCE or genuineness occurring in connection with the operation of any instruments or documents that may be released or endorsed to the Borrower by the Lender (which shall automatically be deemed to be without recourse to the Lender in any event)business, or for the existenceany services, character, quantity, quality, condition, value products or delivery of any goods purporting to be represented equipment provided by any such documents; contractor, agent, accountant or counsel retained on behalf of KMART, except for losses resulting from the willful misconduct, fraud or negligence of THE SOURCE in the performance of its duties under this Agreement or from a breach of this Agreement by THE SOURCE. THE SOURCE shall indemnify KMART and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify its officers, directors, partners, representatives, agents and defend the Lender employees ("KMART") against and hold it KMART Indemnified Persons harmless in respect of any claim from all liabilities, losses, claims, actions, suits, penalties, damages and expenses (including reasonable attorneys' fees and court costs) based on or proceeding arising out of any matter referred or in connection with the performance by THE SOURCE or its duties to in KMART hereunder but only where such liabilities, losses, claims, actions, suits, penalties, damages and expenses are due to the negligence, fraud or willful misconduct of, or a breach of this Section 11.10 (a)Agreement by, THE SOURCE, its officers, directors, employees, agents, and control persons.
(b) The Borrower hereby agrees to KMART shall indemnify THE SOURCE and defend the Lender its affiliates, and to hold the Lender and each of its respective their officers, directors, attorneyspartners, representatives, employees and agents ("THE SOURCE Indemnified Persons"), against and employees hold THE SOURCE Indemnified Persons harmless from and against any and all liabilities, losses, claims, damagesactions, liabilitiessuits, costs penalties, damages and expenses (including, without limitation, including reasonable fees, expenses attorneys' fees and disbursements of counselcourt costs) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with based on or arising out of any investigation, litigation or proceeding related to in connection with the performance by THE SOURCE or other THE SOURCE Indemnified Person or other parties selected by THE SOURCE in connection with the performance of this Agreement or the Loan Documentsoperation of the Business, whether including actions by or not the Lender is a party theretoclaims of any creditor, providedor former creditor, howeverof KMART, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses except to the extent, but and only to the extent, any such loss, liability, claim, action, suit, penalty, damage or expense is proven to have incurred or sustained as a court result of competent jurisdictionthe willful misconduct, in fraud or negligence of THE SOURCE or its affiliates, and their officers, directors, partners, representatives, employees and agents or from a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under breach of this Agreement or any of the Loan Documentsby THE SOURCE.
(c) The Borrower agrees In the event any error or other mistake by THE SOURCE in performing the Services shall require KMART to indemnify and defend refund, return, or re-credit any funds to a vendor participating in the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising programs contemplated by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of any of the Collateral as provided herein.
(d) The obligations of the Borrower under this Section 11.10 shall survive the termination of this Agreement, then THE SOURCE shall return to KMART any fee that may have been paid to THE SOURCE for the funds refunded, returned, or re-credited to such vendors.
Appears in 1 contract
Sources: Front End Management Agreement (Source Information Management Co)
No Liability; Indemnification. (a) The Lender All acts of the Representatives hereunder in its capacity as such shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower by the Lender (which shall automatically be deemed to be without recourse to acts on behalf of the Lender in any event), or for Sellers and not of the existence, character, quantity, quality, condition, value or delivery Representatives individually. The Representatives will incur no liability of any goods purporting kind with respect to be represented any action or omission by the Representatives in connection with the Representatives’ services pursuant to this Agreement and any such documents; and agreements ancillary hereto, except in the Lender event of liability directly resulting from the Representatives’ fraud, gross negligence or willful misconduct. The Representatives shall not be deemed liable for any good faith action or omission pursuant to have assumed any obligation or liability to any supplier or account debtor or to any other Personthe advice of counsel. The Borrower hereby agrees to indemnify Sellers will, severally and not jointly, in accordance with each Seller’s Pro Rata Percentage, indemnify, defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a).
(b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender and each of its respective officers, directors, attorneys, agents and employees harmless Representatives from and against any and all claimslosses, liabilities, damages, liabilitiesclaims, penalties, fines, forfeitures, actions, fees, costs and expenses (includingincluding the fees and expenses of counsel and experts and their staffs and all expense of document location, without limitationduplication and shipment) (collectively, reasonable fees, expenses and disbursements of counsel“Representative Losses”) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for hereinRepresentatives’ execution and performance of this Agreement and any agreements ancillary hereto, includingin each case as such Representative Loss is suffered or incurred; provided, without limitationthat in the event that any such Representative Loss is finally adjudicated to have been directly caused by the fraud, gross negligence or willful misconduct of the Representatives, the Representatives will reimburse the Sellers the amount of such indemnified Representative Loss to the extent attributable to such fraud, gross negligence or willful misconduct. If not paid directly to the Representative by the Sellers, any taxes such Representative Losses may be recovered by the Representatives from any funds that become payable in connection with to the delivery Sellers under this Agreement at such time as such amounts would otherwise be distributable to the Sellers; provided, that while this section allows the Representatives to be paid from the aforementioned sources of funds, this does not relieve the Sellers from their obligation to promptly pay such Representative Losses as they are suffered or registration of incurred, nor does it prevent the Representatives from seeking any remedies available to it at law or otherwise. In no event will the Representatives be required to advance its own funds on behalf of the Collateral as Sellers or otherwise. Notwithstanding anything in this Agreement to the contrary, any restrictions or limitations on liability or indemnification obligations of, or provisions limiting the recourse against non-parties otherwise applicable to, the Sellers set forth elsewhere in this Agreement are not intended to be applicable to the indemnities provided herein.
(d) to the Representatives under this section. The obligations foregoing indemnities will survive the Closing, the resignation or removal of the Borrower under this Section 11.10 shall survive Representatives or the termination of this Agreement.
Appears in 1 contract
No Liability; Indemnification. (a) The Lender Bank shall not be deemed to have assumed any liability or responsibility to the Borrower Obligors or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower any Obligor by the Lender Bank (which shall automatically be deemed to be without recourse to the Lender Bank in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender Bank shall not be deemed to have assumed any obligation or liability to any supplier or account debtor Account Debtor or to any other Person. The Borrower Obligors hereby agrees agree to indemnify and defend the Lender Bank and hold it harmless in respect of to any claim or proceeding arising out of any matter referred to in this Section 11.10 (aSubsection 10.1(a), except to the extent attributable to the gross negligence or willful misconduct of the Bank.
(b) The Borrower Obligors hereby agrees agree to indemnify and defend the Lender and to hold harmless the Lender Bank and each of its respective officers, directors, attorneysagents, agents employees and employees counsel harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding (except to the extent attributable to the gross negligence or willful misconduct of the Bank), including without limitation, those related to violation(s) involving any environmental laws, which may be incurred by or asserted against the Bank or any such other indemnified Person arising by virtue of the Bank's relationship with the Obligors as anticipated by this Agreement or the other Loan Documents, whether or not the Lender Bank is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees Obligors agree to indemnify and defend the Lender and hold the Lender Bank harmless from and against any taxes, liabilities, claims and damages, including attorneys’ ' fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender Bank in respect of any transaction effected under this Agreement or in connection with the Lien provided for hereinherein (except to the extent attributable to the gross negligence or willful misconduct of the Bank), including, without limitation, any taxes payable in connection with the delivery or registration of any of the Collateral as provided herein.
(d) The obligations of the Borrower Obligors under this Section 11.10 Subsection 10.1 shall survive the termination of this Agreement.
Appears in 1 contract
No Liability; Indemnification. (a) The Lender shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower All decisions and actions by the Lender (which shall automatically be deemed to be without recourse to the Lender in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a).
(b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender and each of its respective officers, directors, attorneys, agents and employees harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneysShareholders’ fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for hereinRepresentative, including, without limitation, any taxes payable in connection with agreement between the delivery or registration of any of the Collateral as provided herein.
(d) The Shareholders’ Representative and Parent relating to indemnification obligations of the Borrower Shareholders under this Section 11.10 2.5(e), including the defense or settlement of any claims and the making of payments with respect thereto, shall survive be binding upon all of the termination Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholders’ Representative shall not be liable for any act done or omitted hereunder as Shareholders’ Representative while acting in good faith and in the exercise of his reasonable judgment as to the best interests of the Shareholders, and the Shareholders’ Representative shall incur no liability to the Shareholders with respect to any action taken or suffered by the Shareholders’ Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by him to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this AgreementSection 2.5, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholders’ Representative’s own gross negligence or willful misconduct. The Shareholders’ Representative may, in all questions arising under this Agreement or any agreement contemplated hereunder, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholders’ Representative shall not be liable to the Shareholders. The Shareholders shall jointly and severally indemnify the Shareholders’ Representative and hold him harmless for any loss, liability or expense incurred by the Shareholders’ Representative arising out of or relating to the Shareholders’ Representative’s actions hereunder so long as the Shareholders’ Representative acted in good faith and without gross negligence or willful misconduct.
Appears in 1 contract
Sources: Merger Agreement (Ebix Inc)
No Liability; Indemnification. (a) The Lender Bank shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower by the Lender Bank (which shall automatically be deemed to be without recourse to the Lender Bank in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender Bank shall not be deemed to have assumed any obligation or liability to any supplier or account debtor Account Debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender Bank and hold it harmless in respect of to any claim or proceeding arising out of any matter referred to in this Section 11.10 (a)Subsection 13.1.
(b) The Borrower hereby agrees to indemnify and defend the Lender and to hold harmless the Lender Bank and each of its respective officers, directors, attorneysagents, agents employees and employees counsel harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding proceeding, including without limitation, those related to violation(s) involving any environmental laws, which may be incurred by or asserted against the Bank or any such other indemnified Person arising by virtue of the Bank's relationship with the Obligors as anticipated by this Agreement or the other Loan Documents, whether or not the Lender Bank is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees to indemnify and defend the Lender and hold the Lender Bank harmless from and against any taxes, liabilities, claims and damages, including attorneys’ ' fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender Bank in respect of any transaction effected under this Agreement or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of any of the Collateral as provided herein.
(d) The obligations of the Borrower under this Section 11.10 Subsection 13.1 shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (New Brunswick Scientific Co Inc)
No Liability; Indemnification. (a) The Lender Stockholders’ Representative shall not be deemed liable for any actions taken or omitted to have assumed be taken under or in connection with this Agreement or the Ancillary Agreements, except for such actions taken or omitted to be taken resulting from the Stockholders’ Representative’s willful misconduct or fraud. Without limiting the generality of the foregoing, the Stockholders’ Representative shall be entitled to rely on the advice of counsel, public accountants or other independent experts experienced in the matter at issue or any actions taken pursuant to instructions given by the Stockholder Majority, and any error in judgment or other act or omission of the Stockholders’ Representative pursuant to such advice or instruction shall in no event subject the Stockholders’ Representative to liability or responsibility by any Stockholder. Parent hereby acknowledges and agrees that the Stockholders’ Representative may engage the Company’s current counsel to represent the Stockholders’ Representative in matters relating to this Agreement and that such representation would be adverse to the Borrower interests of the Surviving Corporation. Parent and the Company hereby waive any right that Parent or the Surviving Corporation might have in the future to object to any Person for the correctnesssuch representation. Furthermore, validity or genuineness of any instruments or documents that may each Stockholder shall be released or endorsed to the Borrower by the Lender liable for, severally (which shall automatically be deemed to be without recourse to the Lender in any eventand not jointly), in accordance with his, her or for its Pro Rata Share, and shall indemnify the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a).
(b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender and each of its respective officers, directors, attorneys, agents and employees harmless Stockholders’ Representative from and against against, any and all claimsloss, damages, liabilities, costs and liabilities or expenses (including, without limitation, reasonable fees, expenses attorneys’ fees and disbursements of counselexpenses) which may be paid or incurred by or asserted against the Lender or any such other indemnified Person Stockholders’ Representative in connection with the performance of its duties as Stockholders’ Representative, or arising as a result of or in the defense of any claim brought against the Stockholders’ Representative relating to the acts or omissions of the Stockholders’ Representative hereunder (however, the foregoing indemnification shall not apply in the event of any action or proceeding which finally adjudicates the liability of the Stockholders’ Representative hereunder for its willful misconduct or fraud). The payment of such liabilities and expenses shall first be made by the Stockholders’ Representative directly from the Stockholders out of any investigation, litigation or proceeding related distributions to this Agreement or them from the Loan Documents, whether or Holdback Amount and thereafter the Stockholders’ Representative shall have the right to demand payment with respect to such expenses from each Stockholder severally (and not jointly) in accordance with the Lender is a party thereto, Stockholders’ Pro Rata Share; provided, however, that neither Parent nor the Borrower Surviving Corporation shall have any liability with respect to such items. The Stockholders acknowledge that the Stockholders’ Representative shall not be required to indemnify expend or hold harmless risk its own funds or otherwise incur any financial liability in the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole exercise or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration performance of any of the Collateral as provided hereinits powers, rights, duties or privileges or administration of its duties.
(d) The obligations of the Borrower under this Section 11.10 shall survive the termination of this Agreement.
Appears in 1 contract
No Liability; Indemnification. (a) The Lender Stockholder Representative shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower by the Lender (which shall automatically be deemed to be without recourse to the Lender in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender shall not be deemed to have assumed any obligation or liability to any supplier of the Company Equityholders or account debtor or to any other PersonPerson for any act done or omitted hereunder as Stockholder Representative while acting in good faith and in the exercise of reasonable judgment, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Borrower hereby agrees Company Equityholders shall indemnify the Stockholder Representative severally (but not jointly) to indemnify the fullest extent permitted by law (i) for all costs and defend expenses of the Lender and hold it harmless Stockholder Representative incurred in respect the performance of his, her or its duties as a stockholder representative, (ii) if the Stockholder Representative was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or a witness or other participant in, any threatened, pending or completed Proceeding (a “Stockholder Representative Claim”) by reason of (or arising in part out of) any event or occurrence related to the fact that the Stockholder Representative is or was a stockholder representative, or by reason of any claim action or proceeding arising out inaction on the part of any matter referred to the Stockholder Representative while serving in this Section 11.10 (a).
(b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender and each of its respective officerssuch capacity, directors, attorneys, agents and employees harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements all other costs, expenses and other expenses obligations incurred in connection with investigating, defending, being a witness in or arising by reason participating in (including on appeal), or preparing to defend, be a witness in or participate in, any Proceeding), judgments, fines and penalties of such Stockholder Representative Claim, and (iii) any Taxes imposed on the Stockholder Representative as a result of the taking actual or the failure to take action by the Lender in respect deemed receipt of any transaction effected payments under this Agreement ((i), (ii) and (iii), collectively, the “Stockholder Representative Expenses”), including all interest, assessments and other charges paid or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with or in respect of such Stockholder Representative Expenses. Notwithstanding the delivery or registration of foregoing, in no event shall the Stockholder Representative be indemnified for any Stockholder Representative Expenses that arise out of the Collateral as provided herein.
(d) The obligations Stockholder Representative’s gross negligence, bad faith or willful misconduct or with respect to any Proceeding instituted by the Stockholder Representative to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the Borrower under this Section 11.10 material assertions made by the Stockholder Representative in such Proceeding was not made in good faith or was frivolous. All Stockholder Representative Expenses shall survive be paid on a pro rata basis by the termination Company Equityholders in accordance with its, his or her Allocable Percentage of this Agreementthe Merger Consideration received hereunder.
Appears in 1 contract
No Liability; Indemnification. (a) The Lender Sellers’ Agent shall not be deemed liable to have assumed any liability of the Sellers for any action taken by the Sellers’ Agent pursuant to this Agreement unless the Sellers’ Agent has acted in bad faith or responsibility with gross negligence. The Sellers’ Agent is serving in the capacity as exclusive agent of the Sellers hereunder solely for purposes of administrative convenience. The Sellers shall jointly and severally indemnify the Sellers’ Agent to the Borrower fullest extent permitted by law (i) for all costs and expenses of the Sellers’ Agent incurred in the performance of such Sellers’ Agent’s duties as a member representative, (ii) if the Sellers’ Agent was or is or becomes a party to or witness or other participant in, or is threatened to be made a party to or a witness or other participant in, any Person for threatened, pending or completed proceeding (a “Representative Claim”) by reason of (or arising in part out of) any event or occurrence related to the correctnessfact that the Sellers’ Agent is or was a member representative, validity or genuineness by reason of any instruments action or documents that may be released or endorsed to inaction on the Borrower by part of the Lender (which shall automatically be deemed to be without recourse to the Lender Sellers’ Agent while serving in any event)such capacity, or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a).
(b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender and each of its respective officers, directors, attorneys, agents and employees harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements all other costs, expenses and other expenses obligations incurred in connection with investigating, defending, being a witness in or arising by reason participating in (including on appeal), or preparing to defend, be a witness in or participate in, any proceeding), judgments, fines and penalties of such Representative Claim, and (iii) any Taxes imposed on the Sellers’ Agent as a result of the taking actual or the failure to take action by the Lender in respect deemed receipt of any transaction effected payments under this Agreement ((i), (ii) and (iii), collectively, the “Representative Expenses”), including all interest, assessments and other charges paid or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with or in respect of such Representative Expenses. To the delivery or registration of extent the Sellers’ Agent is owed any Representative Expenses, Sellers’ Agent shall have the authority to direct Purchaser to pay such Representatives Expenses from any funds owed to the Sellers from the Earn-Out Amount, when payable, with each such Seller responsible for their Pro Rata Share. Notwithstanding the foregoing, in no event shall the Sellers’ Agent be indemnified for any Representative Expenses that arise out of the Collateral as provided herein.
(d) The obligations Sellers’ Agent’s gross negligence or bad faith or with respect to any proceeding instituted by the Sellers’ Agent to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the Borrower under this Section 11.10 shall survive material assertions made by the termination of this AgreementSellers’ Agent in such proceeding was not made in good faith or was frivolous.
Appears in 1 contract
No Liability; Indemnification. (a) The Lender shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower All decisions and actions by the Lender (which shall automatically be deemed to be without recourse to the Lender in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a).
(b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender and each of its respective officers, directors, attorneys, agents and employees harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the Loan Documents.
(c) The Borrower agrees to indemnify and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for hereinShareholder Representative, including, without limitation, any taxes payable in connection with agreement between the delivery or registration of any of the Collateral as provided herein.
(d) The Shareholder Representative and Parent relating to indemnification obligations of the Borrower Shareholders under this Section 11.10 8.4, including the defense or settlement of any claims and the making of payments with respect thereto, shall survive be binding upon all of the termination Shareholders, and no Shareholder shall have the right to object, dissent, protest or otherwise contest the same. The Shareholder Representative shall not be Liable for any act done or omitted hereunder as Shareholder Representative while acting in good faith and in the exercise of its reasonable judgment as to the best interests of the Shareholders, and the Shareholder Representative shall incur no Liability to the Shareholders with respect to any action taken or suffered by the Shareholder Representative in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuinely and duly authorized, nor for any other action or inaction with respect to the indemnification or other obligations of the Shareholders under this AgreementArticle VIII, including the defense or settlement of any claims and the making of payments with respect thereto, except to the extent resulting from the Shareholder Representative’s own willful misconduct. The Shareholder Representative may, in all questions arising under this Agreement or any agreement contemplated hereunder, rely on the advice of counsel, and for anything done, omitted or suffered in good faith by the Shareholder Representative shall not be Liable to the Shareholders. The Shareholders shall jointly and severally indemnify the Shareholder Representative and hold it harmless for any loss, Liability or expense incurred by the Shareholder Representative arising out of or relating to the Shareholder Representative’s actions hereunder so long as the Shareholder Representative acted in good faith and without willful misconduct.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (CannaVEST Corp.)
No Liability; Indemnification. Certain Stockholders have entered into an engagement agreement (athe “Representative Engagement Agreement”) The Lender shall not be deemed with the Stockholders’ Representative to have assumed any liability or responsibility provide direction to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower by the Lender (which shall automatically be deemed to be without recourse to the Lender Representative in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; connection with its services under this Agreement and the Lender shall not be deemed to have assumed any obligation or liability to any supplier or account debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender and hold it harmless in respect of any claim or proceeding arising out of any matter Representative Engagement Agreement (such Stockholders, including their individual representatives, collectively hereinafter referred to in this Section 11.10 (aas the “Advisory Group”).
(b) The Borrower hereby agrees to indemnify and defend . Neither the Lender and to hold the Lender and each of Stockholders’ Representative nor its respective officersmembers, managers, directors, attorneysofficers, contractors, agents and employees nor any member of the Advisory Group (collectively, the “Representative Group”) shall be liable to any Stockholder for any act done or omitted under this Agreement as the Stockholders’ Representative while acting in good faith and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. Each Stockholder, severally and not jointly in accordance with his, her or its Pro Rata Share, shall indemnify the Stockholders’ Representative and hold him harmless against any loss, liability or expense incurred without gross negligence or bad faith on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of his duties hereunder. To the extent that any distribution of any portion of the Holdback Amount is made to the Stockholders, the Stockholders’ Representative may receive reimbursement from the Stockholders directly out of any such distributions that are being made to the Stockholders for any and all expenses, charges and liabilities, including attorneys’ fees, reasonably incurred by the Stockholders’ Representative in the performance or discharge of his rights and obligations under this Agreement. The Stockholders’ Representative may engage counsel, which may include counsel to the Company in connection with the Transactions, and the Company waives any conflict related thereto. Each Stockholder, severally and not jointly in accordance with his, her or its Pro Rata Share, shall indemnify, defend and hold harmless the Representative Group from and against any and all losses, claims, damages, liabilities, costs and fees, costs, expenses (includingincluding fees, disbursements and costs of counsel and other skilled professionals and in connection with seeking recovery from insurers), judgments, fines or amounts paid in settlement (collectively, the “Representative Expenses”) incurred without limitationgross negligence or willful misconduct on the part of the Stockholders’ Representative and arising out of or in connection with the acceptance or administration of its duties hereunder or under the Representative Engagement Agreement. Such Representative Expenses may be recovered first, reasonable feesfrom the Expense Fund, second, from any distribution of the Holdback Amount otherwise distributable to the Stockholders at the time of distribution, and third, directly from the Stockholders. The Stockholders acknowledge that the Stockholders’ Representative shall not be required to expend or risk its own funds or otherwise incur any financial liability in the exercise or performance of any of its powers, rights, duties or privileges or pursuant to this Agreement or the Transactions. Furthermore, the Stockholders’ Representative shall not be required to take any action unless the Stockholders’ Representative has been provided with funds, security or indemnities which, in its determination, are sufficient to protect the Stockholders’ Representative against the costs, expenses and disbursements of counsel) liabilities which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding related to this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence Stockholders’ Representative in performing its obligations under this Agreement or any such actions. The Stockholders’ Representative shall be entitled to: (i) rely upon Section 1.1(a) of the Loan Documents.
Disclosure Schedule, (cii) The Borrower agrees rely upon any signature believed by it to indemnify be genuine, and defend the Lender and hold the Lender harmless from and against any taxes, liabilities, claims and damages, including attorneys’ fees and disbursements and other expenses incurred or arising by reason (iii) reasonably assume that a signatory has proper authorization to sign on behalf of the taking applicable Stockholder or the failure to take action by the Lender in respect of any transaction effected under this Agreement or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of any of the Collateral as provided hereinother party.
(d) The obligations of the Borrower under this Section 11.10 shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Merger Agreement (Appfolio Inc)
No Liability; Indemnification. (a) The Lender Bank shall not be deemed to have assumed any liability or responsibility to the Borrower or any Person for the correctness, validity or genuineness of any instruments or documents that may be released or endorsed to the Borrower by the Lender Bank (which shall automatically be deemed to be without recourse to the Lender Bank in any event), or for the existence, character, quantity, quality, condition, value or delivery of any goods purporting to be represented by any such documents; and the Lender Bank shall not be deemed to have assumed any obligation or liability to any supplier or account debtor Account Debtor or to any other Person. The Borrower hereby agrees to indemnify and defend the Lender Bank and hold it harmless in respect of any claim or proceeding arising out of any matter referred to in this Section 11.10 (a)Subsection 10.1.
(b) The Borrower hereby agrees to indemnify and defend the Lender and to hold the Lender Bank and each of its respective officers, directors, attorneysagents, agents employees and employees counsel harmless from and against any and all claims, damages, liabilities, costs and expenses (including, without limitation, reasonable fees, expenses and disbursements of counsel) which may be incurred by or asserted against the Lender or any such other indemnified Person in connection with or arising out of any investigation, litigation or proceeding proceeding, including without limitation, those related to violation(s) involving any environmental laws, which may be incurred by or asserted against the Bank or any such other indemnified Person arising by virtue of the Bank's relationship with the Obligors as anticipated by this Agreement or the Loan Documents, whether or not the Lender is a party thereto, provided, however, that the Borrower shall not be required to indemnify or hold harmless the Lender from any claims, damages, liabilities, costs and expenses to the extent, but only to the extent, a court of competent jurisdiction, in a final, non-appealable judgment against the Lender determines that such claims, damages, liabilities, costs and expenses were caused, in whole or in part, by the Lender’s willful misconduct or gross negligence in performing its obligations under this Agreement or any of the other Loan Documents.
(c) The Borrower agrees to indemnify and defend hold harmless the Lender and hold the Lender harmless Bank from and against any taxes, liabilities, claims and damages, including reasonable attorneys’ ' fees and disbursements and other expenses incurred or arising by reason of the taking or the failure to take action by the Lender Bank in respect of any transaction effected under this Agreement or in connection with the Lien provided for herein, including, without limitation, any taxes payable in connection with the delivery or registration of any of the Collateral as provided herein.
(d) The obligations of the Borrower under this Section 11.10 Subsection 10.1 shall survive the termination of this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Forward Industries Inc)