Indemnity; Expenses. (a) The Applicant shall indemnify and hold harmless the Administrative Agent, the Issuing Bank, each Bank, their respective affiliates and correspondents and each of their respective directors, officers, employees, advisors and agents (each such party, an “Indemnified Person”) from and against any and all claims, suits, judgments, costs, losses, fines, penalties, damages, liabilities, and expenses, including expert witness fees and reasonable legal fees, charges and disbursements of any counsel (including in-house counsel fees and allocated costs) for any Indemnified Person (“Costs”), arising out of, in connection with, or as a result of: (i) the Letter of Credit or any pre-advice of its issuance; (ii) any transfer, sale, delivery, surrender, or endorsement of any Drawing Document at any time(s) held by any Indemnified Person in connection with the Letter of Credit; (iii) any action or proceeding arising out of or in connection with the Letter of Credit, this Agreement or any Related Document (whether administrative, judicial or in connection with arbitration), including any action or proceeding to compel or restrain any presentation or payment under the Letter of Credit, or for the wrongful dishonor of or honoring a presentation under the Letter of Credit; (iv) any independent undertakings issued by the beneficiary of the Letter of Credit; (v) any unauthorized communication or instruction (whether oral, telephonic, written, telegraphic, facsimile or electronic) (each an “Instruction”) (x) received pursuant to the express terms of the Letter of Credit or (y) any other Instruction regarding the Letter of Credit or error in computer transmission that the Indemnified Party reasonably believed to be authorized; (vi) an adviser, confirmer or other nominated person that was not authorized by the Issuing Bank seeking to be reimbursed, indemnified or compensated; (vii) any third party seeking to enforce the rights of an applicant, beneficiary, nominated person, transferee, assignee of proceeds of the Letter of Credit; (viii) the fraud, forgery or illegal action of parties other than the Indemnified Person; (ix) the enforcement against the Applicant of this Agreement or any rights or remedies under or in connection with this Agreement, a Related Document or the Letter of Credit; (x) the Administrative Agent’s or the Issuing Bank honoring any presentation upon or during the continuance of any Event of Default or for which the Applicant is unable or unwilling to make...
Indemnity; Expenses. Each Subsidiary signatory hereto as a Guarantor agrees that the Agents shall be entitled to reimbursement of their expenses incurred hereunder as provided in Section 9.03 of the Credit Agreement. Each Guarantor agrees to indemnify and hold harmless each of the Agents from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Guaranty and the transactions contemplated hereby (including, without limitation, enforcement of this Guaranty) in accordance with, and subject to the limitations set forth in, Section 9.03 of the Credit Agreement.
Indemnity; Expenses. The term “Indemnity Expenses” is defined in Section 23 of this Settlement Agreement.
Indemnity; Expenses. Borrower agrees to indemnify, defend (with counsel reasonably satisfactory to the indemnified party or parties) and hold harmless Lenders and Agent against any loss, liability, claim or expense, including reasonable attorneys' fees, that they may incur in connection with the Loan Documents or the Obligations, except those losses, etc. that may result from a Lender's or Agent's gross negligence or willful misconduct. Without limiting the foregoing, upon demand by Agent, Borrower will reimburse Lenders and/or Agent for the following reasonable expenses if not paid by Borrower promptly after written demand by Agent:
Indemnity; Expenses. Each Guarantor agrees that the Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.04 of the Credit Agreement. Each Guarantor agrees to indemnify and hold harmless the Agent from and against any and all claims, losses and liabilities in any way relating to, growing out of or resulting from this Guaranty and the transactions contemplated hereby (including, without limitation, enforcement of this Guaranty) in accordance with, and subject to the limitations set forth in, Section 10.04 of the Credit Agreement.
Indemnity; Expenses. Subject to Section 10.1 of the Loan Agreement, Trustor will pay or reimburse Trustee and Beneficiary for all reasonable attorneys' fees, costs and expenses incurred by either of them in any suit, action, legal proceeding or dispute of any kind in which either of them is made a party or appears as party plaintiff or defendant, affecting the Debt, this Deed of Trust or the interest created herein, or the Trust Property, or any appeal thereof, including, but not limited to, activities related to enforcement of the remedies of Beneficiary, activities related to protection of Beneficiary's collateral, any foreclosure action or exercise of the power of sale, any condemnation action involving the Trust Property or any action to protect the security hereof, any bankruptcy or other insolvency proceeding commenced by or against the Trustor, and any such amounts paid or incurred by Trustee or Beneficiary shall be added to the Debt and shall be secured by this Deed of Trust; provided, however, that in no event shall Trustor be required to indemnify or hold harmless Beneficiary for any liabilities, losses or damages resulting from Lender's bad faith, gross negligence or willful misconduct. The agreements of this subsection shall expressly survive in perpetuity satisfaction of this Deed of Trust and repayment of the Debt, any release, reconveyance, discharge of foreclosure of this Deed of Trust, conveyance by deed in lieu of foreclosure, sale, and any subsequent transfer by Trustee's conveyance of the Trust Property.
Indemnity; Expenses. (a) Each of the Credit Agent and the Trustee severally agrees to indemnify and hold harmless the Collateral Agent and its officers, directors, agents and employees (each an "Indemnitee"), ratably according to the Pro Rata Share(s) held by the Lenders and the Trustee, respectively, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, claims or disbursements ("Claims") of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against the Indemnitee in any way relating directly or indirectly to or arising directly or indirectly (whether before or after termination of this Agreement) out of (i) this Agreement or any of the Shared Collateral Security Documents (including without limitation the negotiation, execution, and enforcement thereof), or any transaction contemplated thereby, (ii) any action taken or omitted by the Indemnitee pursuant to this Agreement or any of the Shared Collateral Security Documents, or (iii) any breach of any agreement or instrument as a result of any action taken or omitted by the Indemnitee hereunder or under any of the Shared Collateral Security Documents; provided, however, that neither the Credit Agent nor the Trustee shall be liable for any portion of such Claims found to result from the Indemnitee's gross negligence, willful misconduct or knowing violations of Law (as may be determined by New York law), unless such breach has been waived by the Required Parties or the Required Parties shall have instructed the Collateral Agent to take an action which violates applicable Law. The Pro Rata Shares of the Lenders and the Trustee for purposes of this Section 5.4(a) shall be determined (i) in the case the Collateral Agent has taken any Remedial Action with respect to the Shared Collateral, at the time of the commencement of such Remedial Action and (ii) in the case the Collateral Agent has not taken any such action, as of the date such Claim commenced to be incurred, in each case, as determined by the Collateral Agent in good faith.
Indemnity; Expenses. Except for actions by Mortgagor against Mortgagee where Mortgagor is the prevailing party, Mortgagor will pay or reimburse Mortgagee for all reasonable attorneys' fees, costs and expenses incurred by Mortgagee in any suit, action, legal proceeding or dispute of any kind in which Mortgagee is made a party or appears as party plaintiff or defendant, affecting the Loan Obligations, this Mortgage or the interest created herein, or the Mortgaged Property, or any appeal thereof, including, without limitation, activities related to enforcement of the remedies of Mortgagee, activities related to protection of Mortgagee's collateral, any foreclosure action or exercise of the power of sale, any action commenced under SECTION 5.3(a), any condemnation action involving the Mortgaged Property or any action to protect the security hereof, any bankruptcy or other insolvency proceeding commenced by or against Mortgagor, or any lessee of the Mortgaged Property (or any part thereof), and any such amounts paid or incurred by Mortgagee shall be added to the Loan Obligations and shall be secured by this Mortgage. Mortgagor will indemnify, defend and hold Mortgagee harmless from and against all claims, damages, and expenses, including reasonable attorneys' fees and court costs, resulting from any action by a third party against Mortgagee relating to this Mortgage or the interest created herein, or the Mortgaged Property, including, without limitation, any action or proceeding claiming loss, damage or injury to person or property, or any action or proceeding claiming a violation of or liability under any Legal Requirements, including applicable Environmental Laws, provided Mortgagor shall not be required to indemnify Mortgagee for matters to the extent caused by Mortgagee's willful misconduct or fraud. Mortgagor acknowledges that it has undertaken the obligation to pay all intangibles taxes and documentary taxes now or hereafter due in connection with the Loan Obligations and the Loan Documents, and Mortgagor agrees to indemnify and hold Mortgagee harmless from any intangibles taxes and documentary stamp taxes, and any interest or penalties, which Mortgagee may hereafter be required to pay in connection with the Loan Obligations or Loan Documents. The agreements of this SECTION 7.8 shall -44- 45 expressly survive, in perpetuity, satisfaction of this Mortgage and repayment of the Loan Obligations, any release, reconveyance, discharge or foreclosure of this Mortgage, conveyance by ...
Indemnity; Expenses. (a) The parties hereto agree that the Administrative Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.3 of the Credit Agreement.
Indemnity; Expenses. (a) In consideration of the execution and delivery of this Agreement by Lender, the Borrower hereby indemnifies, exonerates and holds the Lender and each of its officers, directors, employees and agents (each an "Indemnitee") free and harmless from and against any and all actions, causes of action, suits, losses, costs, liabilities and damages, and expenses incurred in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), including reasonable attorneys' fees and disbursements (collectively, the "Indemnified Liabilities"), incurred by the Indemnitees or any of them as a result of, or arising out of, or relating to the execution, delivery, enforcement, performance and administration of this Agreement or any other Loan Document, except for Indemnified Liabilities arising for the account of a particular Indemnitee by reason of the relevant Indemnitee's gross negligence or wilful misconduct.
