Indemnification Against Liabilities. Borrower shall protect, indemnify, hold harmless and defend Agent and the Banks from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, attorneys’ fees and expenses) imposed upon incurred by or asserted against Agent or any of the Banks by reason of (a) ownership of an interest in the Property, (b) any accident or injury to or death of Persons or loss of or damage to or loss of the use of property occurring on or about the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (c) any use, non-use or condition of the Property, or the adjoining sidewalks, curbs, vaults and vault spaces, if any, streets, alleys or ways, (d) any failure on the part of Borrower to perform or comply with any of the terms of this Mortgage or the other Credit Documents, (e) performance of any labor or services or the furnishing of any materials or other property in respect of the Property made or suffered to be made by or on behalf of Borrower, (f) any acts or omissions on the part of Borrower or any of its agents, contractors, lessees, licensees or invitees, or (g) any work in connection with any alterations, changes, new construction or demolition of the Property; in each case irrespective of whether any such liabilities, obligations, claims, damages, penalties, causes of actions, costs or expenses are, caused by, or otherwise arise out of, in whole or in part, Agent’s or any Bank’s negligence or other tortious conduct (other than any gross negligence or willful misconduct by Agent of any Bank), whether active or passive. Borrower will pay and hold Agent and the Banks harmless against any and all liability with respect to any intangible personal property tax or similar imposition of the state in which the Property is located or any subdivision or authority thereof now or hereafter in effect, to the extent that the same may be payable by Agent or any Bank in respect of this Mortgage, the other Credit Documents or the Obligations. All amounts payable to Agent or any Bank under this Section shall be payable on demand and shall be deemed Obligations secured by this Mortgage. If any action, suit or proceeding is brought against Agent or any Bank by reason of any such occurrence, Borrower, upon request of Agent will, at Borrower’s expense, resist and defend such action, suit or proceeding or cause the same to be resisted or defended by counse...
Indemnification Against Liabilities. Subject to the terms and conditions contained herein, XL America hereby agrees to indemnify and hold harmless XLCA, its subsidiaries, affiliates, successors and assigns and their respective officers, directors and agents from and against any and all losses, liabilities, claims, damages, costs, penalties, fines, and expenses (including, without limitation, reasonable attorneys’ fees and any and all expenses reasonably incurred in investigating, preparing or defending any action, suit or proceeding, commenced or threatened and for consultants and advisors regarding preservation of value of the Note and/or Preferred Stock, collectively, “Loss Adjustment Expenses”) of any kind and nature incurred after the date hereof (collectively, “Losses”) which relate to or arise out of any past, existing and/or future claim, action, suit or proceeding (i) arising under, out of or relating to the Policy, including, without limitation, any recovery from any holder of the Note of any payment made pursuant thereto on the basis that such payment constituted an avoidable preference, and/or (ii) which relates to the Note and/or Preferred Stock, including, in each case, without limitation, [ * ] (“Delaware Proceeding”); provided, however, such indemnity shall not apply to Loss Adjustment Expenses except to the extent that such Loss Adjustment Expenses exceed the amount of XLCA’s reserve in respect thereof at the Valuation Date (in the amount of $[ * ]).
Indemnification Against Liabilities. The Employee (and his heirs, executors and administrators) shall be indemnified by the Corporation against expenses reasonably incurred by or imposed upon him in connection with or arising out of any action, suit or proceeding in which he may be involved or to which he may be a party by reason of his being or having been a Director or Officer of the Corporation, except in respect of matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for negligence or misconduct; or in the event of a settlement of any such action, suit or proceeding, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Corporation is advised by counsel that the Employee did not commit a breach of duty. The foregoing right of indemnification shall not be exclusive of other rights to which the Employee may be entitled under any applicable state statute.
Indemnification Against Liabilities. The Seller and the Shareholder agree that, except for any liabilities and/or obligations of the Seller that the Buyer shall expressly assume or be required to assume pursuant to this Agreement, the Seller and the Shareholder will indemnify and hold harmless the Buyer from and against any and all of the Liabilities of the Seller and from and against any loss, cost or damage (including reasonable attorneys' fees and related costs) in any way attributable to any and all of the Liabilities of the Seller. The Buyer agrees that, except for any liabilities and/or obligations of the Shareholder to the Buyer pursuant to ss.5(b) of this Agreement, the Buyer will indemnify and hold
Indemnification Against Liabilities. 17 44. No Oral Changes................................................ 18
Indemnification Against Liabilities. Grantor will protect, indemnify, save harmless and defend Trustee and Junior Beneficiary from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) imposed upon or incurred by or asserted against Junior Beneficiary and/or Trustee by reason of (a) ownership of an interest in the
Indemnification Against Liabilities. In the event that there is any inaccuracy in or breach of Seller's representations and warranties contained in this Agreement or that any third party asserts any claim against Purchaser relating in any way to the Purchased Assets or the conduct of the Business on or prior to the Closing or to any Liability, then Seller shall indemnify, defend and hold harmless Purchaser, and its directors, officers, agents, successors and assigns, from and against all actions, lawsuits, proceedings, judgments, liabilities, damages, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees and other costs of defense) incurred as a result of such inaccuracy, breach or claim. In the event that there is any inaccuracy in or breach of any of Purchaser's representations and warranties contained in this Agreement or that any third party asserts any claim against Seller relating in any way to the conduct of the Business after the Closing, then Purchaser shall indemnify, defend and hold harmless Seller, and its directors, officers, agents, successors and assigns, from and against all actions, lawsuits, proceedings, judgments, liabilities, damages, losses, costs and expenses (including, but not limited to, reasonable attorneys' fees and other costs of defense) incurred as a result of such inaccuracy, breach or claim.
