Indemnification of Issuer and Trustee Sample Clauses

Indemnification of Issuer and Trustee. The Company agrees that the Issuer, Allegheny County and their respective members, officers, employees, and the Trustee and its officers and employees shall not be liable for and the Company covenants and agrees to protect, exonerate, defend, indemnify and save the Issuer, Allegheny County and their respective members, officers and employees, and the Trustee and its officers and employees, harmless from and against (a) any and all costs, damages or liabilities which may arise out of the issuance of the Bonds or arising from any breach or default on the part of the Company to be performed pursuant to the terms of this Agreement and (b) all reasonable costs, counsel fees, expenses and liabilities incurred in or about the defense of any such claims or actions or proceedings brought thereon. The Company may, at its cost and in its name or in the name of the Issuer, prosecute or take any other action involving third persons which the Company deems necessary in order to ensure or protect the Company’s rights under this Agreement; in such event, the Issuer will reasonably cooperate with the Company, but at the sole expense of the Company. The Company agrees to indemnify the Trustee and the Issuer for and to hold each of them harmless against all liabilities, claims, court costs and reasonable and documented out-of-pocket expenses (including reasonable and documented fees and expenses of counsel necessary in defending against the same) incurred without gross negligence or willful misconduct on the part of the Trustee or the Issuer, as applicable, on account of any action taken or omitted to be taken by the Trustee or the Issuer, as applicable, in accordance with the terms of this Agreement, the Bonds or the Indenture or any action taken at the request of or with the consent of the Company, including the costs and expenses of the Trustee and the Issuer in defending itself against any such claim, action or proceeding brought in connection with the exercise or performance of any of its powers or duties under this Agreement, the Bonds or the Indenture. In case any actions or proceeding is brought against the Issuer or the Trustee in respect of which indemnity may be sought hereunder, the party seeking indemnity shall promptly (but in any event within 15 days of receipt of service) give notice of that action or proceeding to the Company enclosing copies of all papers served, and the Company upon receipt of that notice shall have the obligation and the right to assume t...
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Indemnification of Issuer and Trustee. The Company shall indemnify and save the Issuer and the Trustee harmless from and against all claims, losses, liabilities, damages, costs and expenses (including, without limitation, attorney’s fees and expenses) by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done in, on or about, the Project during the Lease Term, and against and from all claims, losses, liabilities, damages, costs and expenses (including, without limitation, attorney’s fees and expenses) arising during the Lease Term from (a) any condition of the Project caused by the Company, (b) any breach or default on the part of the Company in the performance of any of its obligations under this Lease Agreement, (c) any contract entered into in by the Company or its sublessee, if any, in connection with the acquisition, purchase, construction, improving, equipping or remodeling of the Project, (d) any act of negligence of the Company or of any of its agents, contractors, servants, employees or licensees, and (e) any act of negligence of any assignee or sublessee of the Company, or of any agents, contractors, servants, employees or licensees of any assignee or sublessee of the Company; provided, however, the indemnification contained in this Section 10.5 shall not extend to the Issuer if (i) such claim is the result of work being performed at the Project by employees of the Issuer, or (ii) such claim is the result of the Issuer’s negligence or willful misconduct. The Company shall indemnify and save the Issuer and the Trustee harmless from and against all costs and expenses, including, without limitation, attorney’s fees and expenses, (except those which have arisen from the willful misconduct or negligence of the Issuer or the Trustee) incurred in or in connection with any action or proceeding brought in connection with claims arising from circumstances described in clauses (a) through (e), and upon notice from the Issuer or the Trustee, the Company shall defend them or either of them in any such action or proceeding. The Company agrees to indemnify and reimburse the Issuer and the Trustee, and their respective members, directors, officers, employees, agents, attorneys, successors and assigns for any liability, loss, damage, expense or cost, including, without limitation, attorney’s fees and expenses, arising out of or incurred by the Issuer or the Trustee or their respective members, directors, officers, employees, agents, att...
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Indemnification of Issuer and Trustee. The Company shall indemnify and save the Issuer, the Commission and the Trustee harmless against and from all claims by or on behalf of any person, firm or corporation arising from the conduct or management of, or from any work or thing done on, the Facilities during the Loan Term, and against and from all claims arising during the Loan Term from
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Indemnification of Issuer and Trustee. (a) Pursuant to Section 5.2 of the Agreement, the Obligated Group has agreed to indemnify and save the Issuer and the Trustee and any of their agents or representatives harmless against and from all claims by or on behalf of any Person, firm, governmental entity, or corporation arising from the conduct or management of, or from any work or thing done in and to the Community and against and from all claims arising from (i) any condition of or operation of the Community, (ii) any breach or default on the part of the Obligated Group in the performance of any of its obligations under the Agreement, (iii) any act, omission or negligence of the Obligated Group or of any of its agents, contractors, servants, employees or licensees, (iv) any investigation, review or audit of the Bonds or the transactions contemplated hereunder or under the Financing Documents, or (v) any act, omission or negligence of any assignee or lessee of the Obligated Group, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Obligated Group provided however, this indemnity shall not apply to any acts of gross negligence or willful misconduct of the Issuer or the Trustee. The Obligated Group shall indemnify and save the Issuer and the Trustee harmless from and against all costs and expenses incurred in or in connection with any such claim arising as aforesaid from (i), (ii), (iii) , (iv) or (v) supra, or in connection with any action or proceeding brought thereon, including reasonable attorneys’ fees actually incurred, and upon notice from the Issuer, or the Trustee, the Obligated Group shall defend them or either of them in any such action or proceeding.
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Indemnification of Issuer and Trustee. (a) The Company releases the Issuer, its officers, directors, and employees (the "Indemnified Parties") from, and the Indemnified Parties shall not be liable for, and the Company agrees and shall protect, indemnify, defend, and hold the Indemnified Parties harmless from, any and all liability, cost, expense, damage, or loss of whatever nature (including, but not limited to, attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts paid to discharge judgments) directly or indirectly resulting from, arising out of, in connection with, or related to (i) the issuance, offering, sale, delivery, payment of the Bonds and the interest thereon, or redemption of the Bonds, the provisions and rate of interest on the Bonds, the Bond Resolution, the Indenture, and this Agreement and the obligations imposed on the Issuer hereby and thereby; or the design, construction, installation, operation, use, occupancy, maintenance, or ownership of the Project; (ii) any written statements or representations made or given by the Company or any of its officers or employees, to the Indemnified Parties, the Trustee, or any underwriters or purchasers of any of the Bonds, with respect to the Issuer, the Company, the Project, or the Bonds or the offer or issuance thereof, including, but not limited to, statements or representations of facts, financial information, or corporate affairs; (iii) damage to property or any injury to or death of any person that may be occasioned by any cause whatsoever pertaining to the Project; (iv) any loss or damage incurred by the Issuer as a result of breach by the Company of the provisions of Section 5.3 hereof, and (v) any action required to be taken by the Issuer under this Agreement, the Bond Resolution, or the Indenture. The provisions shall remain and be in full force and effect even if any such liability, cost, expense, damage, or loss or claim therefor by any person, directly or indirectly results from, arises out of, or relates to, or is asserted to have resulted from, arise out of, or be related to, in whole or in part, one or more negligent acts or omissions (other than as a result of willful misconduct or bad faith of the party seeking indemnity).
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Indemnification of Issuer and Trustee. The Company shall indemnify and hold the Issuer and the Trustee harmless against any claim, loss, liability or expense incurred without negligence or bad faith or willful misconduct on the part of the Issuer or the Trustee arising out of or in connection with this Agreement, the Note or the Indenture, including reasonable attorneys' fees and the costs and expense of defense against any such claim or liability.
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Indemnification of Issuer and Trustee. 10 SECTION 5.03. COMPANY NOT TO ADVERSELY AFFECT EXCLUSION FROM GROSS INCOME OF INTEREST ON THE BONDS 11 SECTION 5.04. COMPANY TO MAINTAIN ITS EXISTENCE; MERGERS OR CONSOLIDATIONS 12 SECTION 5.05. REPORTS AND AUDITS 12 SECTION 5.06. INSURANCE 12 ARTICLE VI. OPTIONS; PREPAYMENT OF LOAN 12 SECTION 6.01. OPTIONS TO TERMINATE 12 SECTION 6.02. OPTION TO PREPAY UPON EXTRAORDINARY OPTIONAL REDEMPTION UNDER THE INDENTURE 13 SECTION 6.03. ACTIONS BY ISSUER 13 SECTION 6.04. RELEASE ON EXERCISE OF OPTION TO PREPAY LOAN 13 ARTICLE VII. EVENTS OF DEFAULT AND REMEDIES 13 SECTION 7.01. EVENTS OF DEFAULT 13 SECTION 7.02. REMEDIES ON DEFAULT 14 SECTION 7.03. NO REMEDY EXCLUSIVE 15 SECTION 7.04. AGREEMENT TO PAY FEES AND EXPENSES 15 SECTION 7.05. NO WAIVER 15 SECTION 7.06. NOTICE OF DEFAULT 15
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Related to Indemnification of Issuer and Trustee

  • Indemnification of Issuer The Pledgor and the Collateral Agent hereby agree that (a) the Issuer is released from any and all liabilities to the Pledgor and the Collateral Agent arising from the terms of this Agreement and the compliance of the Issuer with the terms hereof, except to the extent that such liabilities arise from the Issuer’s negligence and (b) the Pledgor, its successors and assigns shall at all times indemnify and save harmless the Issuer from and against any and all claims, actions and suits of others arising out of the terms of this Agreement or the compliance of the Issuer with the terms hereof, except to the extent that such arises from the Issuer’s negligence, and from and against any and all liabilities, losses, damages, costs, charges, counsel fees and other expenses of every nature and character arising by reason of the same, until the termination of this Agreement.

  • Indemnification of Trustee The Trustee and its directors, officers, employees and agents shall be entitled to indemnification from the Trust Fund for any loss, liability or expense incurred in connection with any legal proceeding or incurred without negligence or willful misconduct on its part, arising out of, or in connection with, the acceptance or administration of the trusts created hereunder or in connection with the performance of its duties hereunder or under the Exchange Trust Agreement, the Mortgage Loan Sale Agreement, the Transfer Agreement, any Servicing Agreement or the Custodial Agreements, including any applicable fees and expenses payable pursuant to Section 6.12 and the costs and expenses of defending themselves against any claim in connection with the exercise or performance of any of their powers or duties hereunder, provided that:

  • Limitation of Liability of Indenture Trustee and Owner Trustee (a) Notwithstanding anything contained herein to the contrary, this Agreement has been acknowledged and accepted by Deutsche Bank Trust Company Americas, not in its individual capacity but solely as Indenture Trustee and in no event shall Deutsche Bank Trust Company Americas have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity. For all purposes of this Agreement, in the performance of its duties or obligations hereunder or in the performance of any duties or obligations of the Issuing Entity hereunder, the Indenture Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article VI of the Indenture.

  • Limitation of Liability of Trustee and Indenture Trustee (a) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by Wilmington Trust Company, not in its individual capacity but solely in its capacity as Trustee of the Issuing Entity, and in no event shall Wilmington Trust Company, in its individual capacity or any beneficial owner of the Issuing Entity have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuing Entity hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuing Entity.

  • Limitation of Liability of Eligible Lender Trustee and Indenture Trustee A. Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Chase Manhattan Bank USA, National Association, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and in no event shall Chase Manhattan Bank USA, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Eligible Lender Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Eligible Lender Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

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