Common use of Indemnity and Expenses Clause in Contracts

Indemnity and Expenses. (a) Pledgor agrees to indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 9 contracts

Samples: Credit Agreement (FWT Inc), Credit Agreement (Dominicks Supermarkets Inc), Collateral Account Agreement (Players International Inc /Nv/)

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

Appears in 8 contracts

Samples: Collateral Account Agreement (Sandhills Inc), Collateral Account Agreement (Regent Communications Inc), Credit Agreement (Varco International Inc)

Indemnity and Expenses. (a) Pledgor agrees to indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 6 contracts

Samples: Second Pledge Agreement (Valhi Inc /De/), Stock Pledge Agreement (First Montauk Financial Corp), Pledge Agreement (Valhi Inc /De/)

Indemnity and Expenses. (a) Pledgor agrees to indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 6 contracts

Samples: Credit Agreement (FWT Inc), Holdings Pledge Agreement (Diamond Brands Inc), Pledge Agreement (Chirex Inc)

Indemnity and Expenses. (a) Pledgor agrees to indemnify Secured Party and each Lender Holder from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such LenderHolder's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 6 contracts

Samples: Sahara Resorts Pledge Agreement (Santa Fe Gaming Corp), Casino Properties Pledge Agreement (Santa Fe Gaming Corp), Hacienda Hawaiian Pledge Agreement (Santa Fe Gaming Corp)

Indemnity and Expenses. (a) The Pledgor agrees to ---------------------- indemnify the Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely resulting from the Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct.

Appears in 4 contracts

Samples: Security Agreement (Guest Supply Inc), Security Agreement (Guest Supply Inc), Credit and Term Loan Agreement (Guest Supply Inc)

Indemnity and Expenses. (a) Each Pledgor agrees to defend, protect, indemnify and hold harmless each Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely resulting from Secured Partythe Agent's or such Lenderother Secured Party's gross negligence or willful misconduct as finally determined by a final judgment of a court of competent jurisdiction.

Appears in 3 contracts

Samples: Credit Agreement (Uniroyal Chemical Co Inc), Credit Agreement (Crompton & Knowles Corp), Uniroyal Security Agreement (Uniroyal Chemical Co Inc)

Indemnity and Expenses. (a) Pledgor agrees to indemnify Secured Party and each Lender from for and against any and all claimsliabilities, losses obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including reasonable counsel fees and liabilities disbursements) or disbursements of any kind or nature whatsoever in any way relating to, growing out of or resulting from this Agreement and the transactions contemplated hereby (including, without limitation, including enforcement of this Agreement), except to the extent such claims, losses or liabilities result solely from Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct.

Appears in 2 contracts

Samples: Subsidiary Pledge Agreement (Express Scripts Inc), Subsidiary Pledge Agreement (Express Scripts Inc)

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

Appears in 2 contracts

Samples: Security Agreement (Urs Corp /New/), Credit Agreement (Ruths Hospitality Group, Inc.)

Indemnity and Expenses. (a) The Pledgor agrees to indemnify the Secured Party and each Lender from and against any and all claims, losses and liabilities 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 losses, or liabilities result solely resulting from the Secured Party's or such Lender's gross negligence or bad faith, willful misconduct as finally determined by a court of competent jurisdictionor gross negligence.

Appears in 2 contracts

Samples: Stock Pledge Agreement (Bentley Systems Inc), Pledge Agreement (Bentley Systems Inc)

Indemnity and Expenses. (a) Each Pledgor agrees to defend, protect, indemnify and hold harmless each Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely resulting from the Agent's or any such other Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a final judgment of a court of competent jurisdiction.

Appears in 2 contracts

Samples: Credit Agreement (Uniroyal Chemical Co Inc), Credit Agreement (Crompton & Knowles Corp)

Indemnity and Expenses. (a) The Pledgor agrees to indemnify each of the Secured Party and each Lender the Securities Intermediary, from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lenderparty's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Cash Collateral Agreement (RCN Corp /De/)

Indemnity and Expenses. (a) Each Pledgor jointly and severally agrees to indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Borrowers Pledge Agreement (Aimco Properties Lp)

Indemnity and Expenses. (a) Pledgor agrees to indemnify Secured Party and each Lender Benefitted Party from and against any and all claims, losses and liabilities 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 result solely from Secured Party's ’s or such Lender's Senior Benefitted Party’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Pledge Agreement (Nu Skin Enterprises Inc)

Indemnity and Expenses. (a) a. Pledgor agrees to indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Diamond Brands Operating Corp)

Indemnity and Expenses. (a) Pledgor agrees Pledgors jointly and severally agree to indemnify Secured Party and each Lender Senior Secured Creditor from and against any and all claims, losses and liabilities 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 result solely from Secured Party's ’s or such Lender's Senior Secured Creditor’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Pledge Agreement (Nu Skin Enterprises Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Blackbaud Inc)

Indemnity and Expenses. (a) The Pledgor agrees to indemnify each of the Secured Party and each Lender Parties from and against any and all claims, losses and liabilities 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 result solely resulting from any of the Secured Party's or such Lender's Parties' gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct.

Appears in 1 contract

Samples: Security Agreement (Torch Offshore Inc)

Indemnity and Expenses. (a) The Pledgor agrees to indemnify the Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely arising from Secured Party's or such Lender's the gross negligence or willful misconduct as finally determined by a court of competent jurisdictionthe Secured Party or such Lender.

Appears in 1 contract

Samples: Pledge Agreement (Epresence Inc)

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

Appears in 1 contract

Samples: Pledge Agreement (Anchor Bancorp Wisconsin Inc)

Indemnity and Expenses. (a) Pledgor agrees Pledgors agree to indemnify Secured Party and each Lender Depository from and against any and all claims, losses and liabilities 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 result solely primarily from Secured Party's ’s or such Lender's Depository’s, as applicable, gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Collateral Account Agreement (Amerivest Properties Inc)

Indemnity and Expenses. (a1) Pledgor agrees to indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely from Secured Party's ’s or such Lender's ’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Collateral Account Agreement (Eldorado Resorts LLC)

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Indemnity and Expenses. (a) The Pledgor hereby agrees to indemnify the Secured Party and each Lender Parties, or any of them, from and against any and all reasonable claims, losses and liabilities 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 result solely from Secured Party's or such Lender's the gross negligence or willful misconduct as finally determined by a court of competent jurisdictionany Secured Party.

Appears in 1 contract

Samples: Form of Parent Pledge Agreement (Advanced Communications Group Inc/De/)

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

Appears in 1 contract

Samples: Pledge Agreement (Prospect Medical Holdings Inc)

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

Appears in 1 contract

Samples: Securities Pledge Agreement (Overstock Com Inc)

Indemnity and Expenses. (a) Pledgor agrees to indemnify and hold harmless the Secured Party and each Lender from and against any and all claims, losses and liabilities in any way relating to, growing arising out of or resulting from the Collateral or Pledgor's pledge and assignment under this Agreement and the transactions contemplated hereby (including, without limitation, enforcement against Pledgor of this Agreement), except to the extent such claims, losses or liabilities result solely resulting from the Secured Party's or such Lender's gross negligence or willful misconduct as finally determined by a court of competent jurisdictionmisconduct.

Appears in 1 contract

Samples: Pledge Agreement (Cadiz Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Blackbaud Inc)

Indemnity and Expenses. (a) Pledgor agrees The Pledgors agree, jointly and severally, to indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lender's ’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Collateral Account Agreement (Eldorado Resorts LLC)

Indemnity and Expenses. (a) Pledgor agrees to indemnify Secured Party and each Lender Beneficiary, from and against any and all claims, losses and liabilities 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 except, with respect to such Secured Party or such Beneficiary to the extent such claims, losses or liabilities result solely from such Secured Party's or such LenderBeneficiary's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Arterial Vascular Engineering Inc)

Indemnity and Expenses. (a) Pledgor agrees Pledgors jointly and severally agree to indemnify Secured Party and each Lender from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lender's ’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Power One Inc)

Indemnity and Expenses. (a) Pledgor agrees Pledgors jointly and severally agree to indemnify Secured Party and each Lender Beneficiary from and against any and all claims, losses and liabilities 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 result solely from Secured Party's ’s or such Lender's Beneficiary’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Credit Agreement (Sybron Dental Specialties Inc)

Indemnity and Expenses. (a) Pledgor agrees to indemnify Secured Party Party, each Lender and each Lender Interest Rate Exchanger from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such Lender's or Interest Rate Exchanger's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Security Agreement (Arterial Vascular Engineering Inc)

Indemnity and Expenses. (a) Pledgor agrees Pledgors jointly and severally agree to indemnify Secured Party and each Lender Senior Secured Creditor from and against any and all claims, losses and liabilities 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 result solely from Secured Party's or such LenderSenior Secured Creditor's gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Pledge Agreement (Nu Skin Enterprises Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Manufacturers Services LTD)

Indemnity and Expenses. (a) Pledgor agrees Pledgors agree to indemnify Secured Party and each Lender Depository from and against any and all claims, losses and liabilities 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 result solely primarily from Secured Party's or such Lender's ’s and Depository’s, as applicable, gross negligence or willful misconduct as finally determined by a court of competent jurisdiction.

Appears in 1 contract

Samples: Second Collateral Account Agreement (Amerivest Properties Inc)

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

Appears in 1 contract

Samples: Credit Agreement (Bell Industries Inc)

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