Common use of Indemnity by Borrower Clause in Contracts

Indemnity by Borrower. a. Borrower agrees to indemnify, save, protect, and hold harmless Lender and its directors, officers, agents, attorneys and employees (collectively, "indemnitees") from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any indemnitee by any Person if the claim, demand, action or cause of action relates solely to a claim, demand, action or cause of action that the Person has or asserts against Borrower and arises out of or relates to the relationship between Borrower and Lender under this Agreement or the Note; and (ii) any and all liabilities, losses, costs or expenses (including attorneys' fees and disbursements and reasonably estimated allocated costs and expenses of in- house legal counsel and legal staff and other professional services) that any indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no indemnitee shall be entitled to indemnification for any claims, demands, action, causes of action, liabilities, losses, costs, or expenses caused by its own gross negligence or misconduct.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Scorpion Acquisition LLC), Purchase and Sale Agreement (Speizer Mark)

AutoNDA by SimpleDocs

Indemnity by Borrower. a. Borrower agrees to indemnify, save, protect, and hold harmless Lender and its directors, officers, agents, attorneys and employees (collectively, "indemnitees") from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any indemnitee by any Person if the claim, demand, action or cause of action relates solely to a claim, demand, action or cause of action that the Person has or asserts against Borrower and arises out of or relates to the relationship between Borrower and Lender under this Agreement or the Term Note; and (ii) any and all liabilities, losses, costs or expenses (including attorneys' fees and disbursements and reasonably estimated allocated costs and expenses of in- house legal counsel and legal staff and other professional services) that any indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no indemnitee shall be entitled to indemnification for any claims, demands, action, causes of action, liabilities, losses, costs, or expenses caused by its own gross negligence or misconduct.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Speizer Mark)

AutoNDA by SimpleDocs

Indemnity by Borrower. a. Borrower agrees to indemnify, save, protect, and hold harmless Lender and its directors, officers, agents, attorneys and employees (collectively, "indemnitees") from and against: (i) any and all claims, demands, actions or causes of action that are asserted against any indemnitee by any Person if the claim, demand, action or cause of action relates solely to a claim, demand, action or cause of action that the Person has or asserts against Borrower and arises out of or relates to the relationship between Borrower and Lender under this Agreement or the Term Note; and (ii) any and all liabilities, losses, costs or expenses (including attorneys' fees and disbursements and reasonably estimated allocated costs and expenses of in- in-house legal counsel and legal staff and other professional services) that any indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action or cause of action; provided that no indemnitee shall be entitled to indemnification for any claims, demands, action, causes of action, liabilities, losses, costs, or expenses caused by its own gross negligence or misconduct.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Scorpion Acquisition LLC)

Time is Money Join Law Insider Premium to draft better contracts faster.