Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct, gross negligence or violation of any law.

Appears in 13 contracts

Samples: Management Services Agreement, Management Services Agreement (Virtual Radiologic CORP), Management Services Agreement (Virtual Radiologic CORP)

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Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, 's gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 9 contracts

Samples: Credit Agreement (Enstar Income Program Iv-1 Lp), Credit Agreement (Enstar Income Program Iv-2 Lp), Trademark Collateral Security Agreement (Afc Enterprises Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, 's or such Lender's gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 6 contracts

Samples: Company Security Agreement (Players International Inc /Nv/), Subsidiary Security Agreement (Players International Inc /Nv/), Membership Interest Security Agreement (Players International Inc /Nv/)

Indemnity and Expenses. (a) The Grantor agrees to defend, indemnify the and hold harmless Secured Party from and against any and all claims, losses and liabilities arising out of or of, resulting from this Agreement (including, without limitation, enforcement of or relating to this Agreement), any of the Collateral, any of the Obligations secured thereby, or any of the transactions contemplated by this Agreement, except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct, 's gross negligence or violation of any lawwillful misconduct.

Appears in 6 contracts

Samples: Security Agreement (Neptune Society Inc/Fl), Security Agreement (Neptune Society Inc/Fl), Security Agreement (Neptune Society Inc/Fl)

Indemnity and Expenses. (a) The Grantor agrees to defend, indemnify the and hold harmless Secured Party from and against any and all claims, losses and liabilities arising out of or of, resulting from this Agreement (including, without limitation, enforcement of or relating to this Agreement), any of the Collateral, any of the Obligations secured thereby, or any of the transactions contemplated by this Agreement, except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct, gross negligence or violation of any lawwillful misconduct.

Appears in 5 contracts

Samples: Security Agreement (Neptune Society Inc/Fl), Security Agreement (Neptune Society Inc/Fl), Security Agreement (Neptune Society Inc/Fl)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting solely result from the Secured Party’s willful misconduct, 's or such Lender's gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 5 contracts

Samples: Credit Agreement (FWT Inc), Security Agreement (Diamond Brands Operating Corp), Company Security Agreement (FWT Inc)

Indemnity and Expenses. (a) The Each Grantor agrees to defend, protect, indemnify the and hold harmless each Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely from the such Secured Party’s willful misconduct, 's gross negligence or violation willful misconduct as determined by a final judgment of any lawa court of competent jurisdiction.

Appears in 4 contracts

Samples: Credit Agreement (Mediq Inc), Security Agreement (Mediq Inc), Credit Agreement (Afa Products Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct, 's gross negligence or violation of any lawwillful misconduct.

Appears in 4 contracts

Samples: Loan and Security Agreement (Russell Corp), Security Agreement (National Manufacturing Technologies), Subsidiary Security Agreement (Doughties Foods Inc)

Indemnity and Expenses. (a) The Each Grantor jointly and severally agrees to indemnify the Secured Party and its officers, employees, and agents from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including, without limitation, including enforcement of this Security Agreement), except claims, losses or liabilities resulting solely from the gross negligence or willful misconduct of the Secured Party’s willful misconduct, gross negligence or violation of any law.

Appears in 3 contracts

Samples: Borrower Copyright Security Agreement (Titan Corp), Borrower Copyright Security Agreement (Surebeam Corp), Borrower Copyright Security Agreement (Surebeam Corp)

Indemnity and Expenses. (a) The Grantor unconditionally agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including, without limitation, including enforcement of this Security Agreement), except claims, losses or liabilities resulting solely from the gross negligence or willful misconduct of the Secured Party’s willful misconduct, gross negligence or violation of any law.

Appears in 3 contracts

Samples: Asset Purchase Agreement (VDC Corp LTD), Asset Purchase Agreement (VDC Corp LTD), Security Agreement (VDC Communications Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 2 contracts

Samples: Put/Call Agreement (Planetout Inc), Security Agreement (Zynex Medical Holdings Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Agreement any Related Security Document (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct, gross Party ‘s negligence or violation of any lawmisconduct.

Appears in 2 contracts

Samples: Security Agreement, Security Agreement (Biodelivery Sciences International Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, 's gross negligence or violation of any lawwillful misconduct.

Appears in 2 contracts

Samples: Security Agreement (Santa Fe Gaming Corp), Security Agreement (Ditech Corp)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, or such Lender’s gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 2 contracts

Samples: Guarantor Security Agreement (Eldorado Resorts LLC), Security Agreement (Eldorado Resorts LLC)

Indemnity and Expenses. (a) The Grantor agrees Grantors agree to indemnify the Secured Party and each Lender from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, 's or such Lender's gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 2 contracts

Samples: Subsidiary Security Agreement (Players International Inc /Nv/), Subsidiary Security Agreement (Players International Inc /Nv/)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s 's gross negligence, bad faith or willful misconduct, gross negligence or violation of any law.

Appears in 1 contract

Samples: Security Agreement (Tucows Inc /Pa/)

Indemnity and Expenses. (a) The Each Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct's bad faith, gross negligence or violation willful misconduct as determined by a final judgment of any lawa court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Usn Communications Inc)

Indemnity and Expenses. (a) The Each Grantor agrees to indemnify each of the Secured Party Parties from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement that are incurred thereby (including, including without limitation, limitation enforcement of this Agreement), except claims, losses or liabilities directly resulting solely from the such Secured Party’s willful misconduct, 's gross negligence or violation of any lawwillful misconduct.

Appears in 1 contract

Samples: Intellectual Property Security Agreement (Headway Corporate Resources Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, including without limitation, limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, 's gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Fibercore Inc)

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Indemnity and Expenses. (a) The Grantor agrees to indemnify the each Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting found in a final, appealable judgment by a court of competent jurisdiction to have resulted solely from the such Secured Party’s willful misconduct, 's gross negligence or violation of any lawwilful misconduct.

Appears in 1 contract

Samples: Credit Agreement (Massic Tool Mold & Die Inc)

Indemnity and Expenses. (a) The Grantor Each of the Grantors jointly and severally agrees to indemnify the each Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting found in a final, appealable judgment by a court of competent jurisdiction to have resulted solely from the such Secured Party’s willful misconduct, 's gross negligence or violation of any lawwilful misconduct.

Appears in 1 contract

Samples: Credit Agreement (Massic Tool Mold & Die Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely directly arising from the Secured Party’s willful misconduct, 's own gross negligence or violation of any lawwillful misconduct.

Appears in 1 contract

Samples: Security and Pledge Agreement (Alpnet Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, including without limitation, limitation enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Insignia Solutions PLC)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses losses, and liabilities arising out of or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement), except claims, losses losses, or liabilities resulting solely from the Secured Party’s willful misconduct, gross negligence or violation of any lawwillful misconduct.

Appears in 1 contract

Samples: Security Agreement (Body & Mind Inc.)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising out of or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s gross negligence, bad faith or willful misconduct, gross negligence or violation of any law.

Appears in 1 contract

Samples: Security Agreement (Tucows Inc /Pa/)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party for, from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct, 's gross negligence or violation of any lawwillful misconduct.

Appears in 1 contract

Samples: Security Agreement (Work Recovery Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Security Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, 's gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (York Research Corp)

Indemnity and Expenses. (a) The a. Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Security Agreement (including, without limitation, enforcement of this Security Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct, 's gross negligence or violation of any lawwillful misconduct.

Appears in 1 contract

Samples: Security Agreement (Organic to Go Food CORP)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely and directly from the Secured Party’s willful misconduct, 's gross negligence or violation of any lawwillful misconduct.

Appears in 1 contract

Samples: Security Agreement (Perfectdata Corp)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party from and against any and all claims, losses and liabilities arising growing out of or resulting from this Agreement (including, without limitation, enforcement of this Agreement), except claims, losses or liabilities resulting solely from the Secured Party’s willful misconduct's bad faith, gross negligence or violation willful misconduct as determined by a final judgment of any lawa court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Usn Communications Inc)

Indemnity and Expenses. (a) The Grantor agrees to indemnify the Secured Party and each Noteholder from and against any and all claims, losses and liabilities arising in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, enforcement of this Agreement), except to the extent such claims, losses or liabilities resulting result solely from the Secured Party’s willful misconduct, 's or such Noteholder's gross negligence or violation willful misconduct as finally determined by a court of any lawcompetent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Skyterra Communications Inc)

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