Non-Tax Liability Sample Clauses
The Non-Tax Liability clause defines the responsibilities and obligations of parties regarding liabilities that are not related to taxes. It typically clarifies that each party remains responsible for their own non-tax-related debts, damages, or obligations arising from the agreement, such as contractual breaches or third-party claims. This clause ensures that liability for non-tax matters is clearly allocated, preventing disputes over who bears responsibility for non-tax-related issues and promoting clarity in the contractual relationship.
Non-Tax Liability. Borrower agrees to indemnify each Lender its directors, officers and employees and each legal entity, if any, which controls Lender (the “Indemnified Parties”) and to hold each Indemnified Party harmless from and against any and all claims, damages, losses liabilities and expenses (including all fees and charges of internal or external counsel with whom any Indemnified Party may consult and all expenses of litigation and preparation therefor) which any Indemnified party may incur or which may be asserted against any Indemnified Party in connection with or arising out of the matters referred in this Agreement or any related document by any person, entity or governmental authority (including any person or entity claiming derivatively on behalf of Lender); whether (i) arising from or incurred in connection with any breach of a representation, warranty or covenant by Borrower; (ii) the manufacture, installation, use, condition (including, but not limited to, patent or other defects and whether or not discoverable by Borrower or Lender), operation, ownership, selection, delivery, leasing, removal or return of the Collateral, regardless of where, how or by whom operated; or (iii) arising out of or resulting from any suit, action, claim, proceeding or governmental investigation, pending or threatened, whether based on statute, regulation or order, or tort, or contract or otherwise, before any court or governmental authority, which arises out of or relates to this Agreement or any related document; provided, however, that the foregoing indemnity agreements shall not apply to claims, damages, losses, liabilities and expenses solely attributable to an Indemnified Party’s gross negligence or willful misconduct. The Indemnity agreement contained in this Paragraph shall survive the termination of this Agreement, prepayment of any amounts due and assignment of any rights hereunder. Borrower may participate at its expense in the defense of any such action or claim.
Non-Tax Liability. Lessee assumes liability for, and hereby agrees to ------------------ indemnify, protect and hold harmless, Lessor, its agents, servants, employees, officers, successors and assigns from and against, any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses, including reasonable attorney's fees, of whatsoever kind and nature, arising out of (i) the manufacture, installation, use, condition (including, but not limited to, latent and other defects and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, leasing, removal or return of any Item of Equipment, regardless of where, how and by whom operated, or (ii) any failure on the part of Lessee to perform or comply with any covenantor condition of this lease.
Non-Tax Liability. Lessee assumes liability for, and hereby agrees to indemnify, protect and hold harmless, Lessor, its agents, servants, employees, officers, successors and assigns (an "Indemnified Party") from and against any and all liabilities, obligations. losses, damages, injuries, claims, demands, penalties, actions, environmental hazards, incidence or risks, costs and expenses, including reasonable attorney's fees, of whatsoever kind and nature, arising out of (i) the manufacture, installation, use, condition (including, but not limited to, latent and other defects and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, leasing, removal or return of the Equipment, regardless of where, how and by whom operated, or (ii) any failure on the part of Lessee to perform or comply with any covenant or condition of this Lease.
Non-Tax Liability. Lessee assumes liability for, and hereby agrees to indemnify, protect and hold harmless, Lessor, its agents, servants, employees, officers, successors and assigns (an "Indemnified Party") from and against any and all liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, environmental hazards, incidents or risks, costs and expenses, including reasonable attorney's fees, of whatsoever kind and nature, whether or not known or unknown to Lessor, at any time prior to the earlier of (a) the expiration of the lease term or (b) return of the Equipment to the Lessor pursuant to the terms of this Lease, (referred to herein collectively as "Losses" and individually as a "Loss") arising out of the foregoing (i) the manufacture, installation, use, condition (including, but not limited to, latent and other defects and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, leasing, removal or return of the Equipment, regardless of where, how and by whom operated, for any Loss arising, or (ii) any failure on the part of Lessee to perform or comply with any covenant or condition of this Lease.
Non-Tax Liability. Lessee assumes liability for, and in addition to all other Rent payable hereunder, hereby agrees to indemnify, protect, and hold harmless, Lessor and its successors and assigns and their respective agents, servants, employees, officers, directors, parents, subsidiaries and stockholders from and against any and all liabilities, obligations, losses, damages, injuries, claims, (including claims for negligence or comparative fault) demands, penalties, actions, costs and expenses, including reasonable attorney's fees, paralegal fees, court costs and related expenses of whatsoever kind and nature, arising out of (i) the manufacture, installation, use, condition (including, but not limited to, latent and other defects and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, leasing, removal or return of any Item of Equipment, regardless of where, how, and by whom operated, or (ii) any failure on the part of Lessee to perform or comply with any covenant or condition of this Lease.