Indemnification of the Lender. The Borrower will not do or suffer to be done or omitted any act matter or thing in or on or respecting the Property or any part thereof which shall contravene the provisions of any Act, Ordinance, Order, Rule or Regulation now or hereafter affecting the same and the Borrower will at all times hereafter indemnify and keep indemnified the Lender in full against all actions, proceedings, costs, expenses, claims and demands in respect of any such act matter or thing done or omitted to be done in contravention of the said provisions;
Indemnification of the Lender. (a) To the fullest extent permitted by law, the Borrower agrees to indemnify, hold harmless and defend the Lender, and each of its officers, members, directors, officials, employees, attorneys and agents (collectively, the “Indemnified Parties”), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind or character (including, without limitation, reasonable attorneys’ fees, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may become subject under or any statutory law (including federal or state securities laws) or at common law or otherwise, arising out of or based upon or in any way relating to:
Indemnification of the Lender. The Borrower shall indemnify and hold the Lender harmless from any and all claims asserted against the Lender by any person, entity or governmental authority arising out of or in connection with the Loan except for claims arising out of the Lender's gross negligence or wilful misconduct. The Lender shall be entitled to appear in any action or proceeding to defend itself against such claims, and all reasonable costs incurred by the Lender in connection therewith, including reasonable attorneys' fees, shall be reimbursed by the Borrower to the Lender within ten (10) days after presentment, as provided in Section 5.4. Any failure to so reimburse the Lender within the specified time period shall constitute an Event of Default under this Agreement, and the unreimbursed amount shall bear interest at the default rate specified in the Note. The Lender shall, at its sole option, be entitled to settle or compromise any asserted claim against it, and such settlement shall be binding upon the Borrower for purposes of this indemnification. Payment thereof by the Lender, or the payment by the Lender of any judgment or claim successfully perfected against the Lender, shall bear interest at the default rate specified in the Note until paid, and shall be payable upon demand of the Lender. The agreements contained in this section shall survive repayment of the Loan and termination of this Agreement.
Indemnification of the Lender. Subject to the conditions set forth below, in connection with any registration of securities pursuant to Sections 8.1 or 8.2 hereof, the Company agrees to indemnify and hold harmless the Lender as follows:
Indemnification of the Lender. The Borrower agrees (a) to indemnify and hold harmless the Lender and its directors, officers, employees, trustees and agents (to the full extent permitted by law) from and against any and all claims, demands, losses, judgments and liabilities (including liabilities for penalties) of whatsoever nature, and (b) to pay to the Lender an amount equal to the amount of all costs and expenses, including reasonable legal fees and disbursements, in each case arising out of or resulting from any litigation, investigation or other proceedings relating to the Collateral, this Credit Agreement, the Copyright Security Agreement, the Pledgeholder Agreements and the Letters of Credit, the making of the Loans, any attempt to audit, inspect, protect or sell the Collateral, or the administration and enforcement or exercise of any right or remedy granted to the Lender hereunder or thereunder but excluding therefrom all claims, demands, losses, judgments, liabilities, costs and expenses arising out of or resulting from (i) the gross negligence or willful misconduct of the Lender and (ii) litigation between the Borrower and the Lender in connection with the Fundamental Documents or in any way relating to the transactions contemplated hereby if, after final non-appealable judgment, the Lender is not the prevailing party in such litigation. The foregoing indemnity agreement includes any reasonable costs incurred by the Lender in connection with any action or proceeding which may be instituted in respect of the foregoing by the Lender or by any other Person either against the Lender or in connection with which any officer, director, agent or employee of the Lender is called as a witness or deponent, including, but not limited to, the reasonable fees and disbursements of Morgan, Lewis & Bockius LLP, counsel to the Lender and any out-of-pxxxxx xxxxx xncuxxxx xx the Lender in appearing as a witness or in otherwise complying with legal process served upon them. In no event shall the Lender be liable to the Borrower for any matter or thing in connection with this Credit Agreement other than to make Loans and account for moneys actually received by them in accordance with the terms hereof. Whenever the provisions of this Credit Agreement or any other Fundamental Document provide that, if any Credit Party shall fail to do any act or thing which it has covenanted to do hereunder or any representation or warranty of any of the Credit Parties shall be breached, the Lender may (but shall not...
Indemnification of the Lender. The Mortgagor will not do or suffer to be done or omitted any act matter or thing in or on or respecting the Property or any part thereof which shall contravene the provisions of any Act, Ordinance, Order, Rule or Regulation now or hereafter affecting the same and the Mortgagor will at all times hereafter indemnify and keep indemnified the Lender in full against all actions, proceedings, costs, expenses, claims and demands in respect of any such act matter or thing done or omitted to be done in contravention of the said provisions;
Indemnification of the Lender. Xxxxxxxx agrees to defend and indemnify and hold harmless Lender from and against any and all damages, including, but not limited to, any past, present or future claims, actions, causes of action, suits, demands, liens, debts, judgments, losses, costs, liabilities and other expenses, including, but not limited to, reasonable attorneys’ fees, costs, disbursements, and other expenses, that Borrower may incur or suffer by reason of or in connection with the Property, except if arising solely due to Xxxxxx’s gross negligence, willful misconduct or after Xxxxxx takes possession of the Property. Xxxxxxxx further agrees that Xxxxxx, if it so chooses, shall have the right to select its own counsel with respect to any such claims.
Indemnification of the Lender. From and at all times after the date of this Agreement, and in addition to all of the Lender's other rights and remedies against the Borrower, the Borrower agrees to hold the Lender harmless from, and to indemnify the Lender against, all losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' and paralegals' fees, costs and expenses) incurred or paid by the Lender, whether direct, indirect or consequential, as a result of or arising from or relating to any suit, action or proceeding by any Person, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any Person under any statute or regulation, including, but not limited to, any federal or state securities or tax laws, or under any common law or equitable cause or otherwise, arising from or in connection with the negotiation, preparation, execution or performance of, or the financing transactions contemplated by, this Agreement and the other Loan Documents or the Lender's furnishing of funds to the Borrower pursuant to this Agreement; provided, however, that the foregoing indemnification shall not protect the Lender from loss, damage, cost or expense directly attributable to the Lender's willful misconduct or gross negligence. All of the foregoing losses, damages, costs and expenses of the Lender shall be payable by the Borrower upon demand by the Lender, as the case may be, and shall be additional Indebtedness hereunder secured by the Collateral.
Indemnification of the Lender. The Electronic Agent agrees to indemnify and hold the Lender and its designees harmless against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements, including reasonable attorneys’ fees, that the Lender may sustain arising out of any breach by the Electronic Agent of this Agreement, the Electronic Agent’s negligence, bad faith or willful misconduct, its failure to comply with the Lender’s instructions hereunder or to the extent caused by delays or failures arising out of the inability of the Lender or the Electronic Agent to access information on the MERS® System. The foregoing indemnification shall survive any termination or assignment of this Agreement.
Indemnification of the Lender. The Borrower hereby agrees to hold harmless the Lender, its affiliates, and its employees from any and all claims, liabilities, and/or damages, in any way related to, or arising out of, or in connection with, the Assignor's assigning of the Assigned Rights, the Lender's exercise of rights under this Agreement or the Assignment Agreement, except to the extent any such claim results from the Lender's gross negligence or willful misconduct.
