Indemnity. Borrower shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents.
Appears in 4 contracts
Sources: Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.), Mezzanine Loan Agreement (KBS Real Estate Investment Trust, Inc.)
Indemnity. Borrower Tenant shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), Landlord from and against any and all liabilitiesclaims arising from Tenant's (or Tenant's agents', obligationsservants', lossesemployees' or contractors') use or occupancy of the Premises, or from the conduct of Tenant's business or from any activity, work or things done, permitted or suffered by Tenant (or Tenant's agent, servants, employees or contractors) in or about the Premises and shall further indemnify and hold harmless Landlord from and against any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of the Tenant, or any of Tenant's agents, contractors or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding brought against Landlord by reason of such claim, Tenant (upon notice from Landlord) shall defend the same at Tenant's expense, by counsel satisfactory to Landlord. For valuable, sufficient consideration, Tenant, hereby assumes all risk of damage to property or injury to persons in, upon or about the Premises arising from any cause (except Landlord's negligence), and Tenant hereby waives all claims with respect thereto against Landlord. Tenant shall indemnify and hold harmless Landlord from and against any and all liability, claims or actions for injury, liability, or damage to persons or property, and any and all claims or actions brought by any person, firm, governmental body, or other entity, including reasonable legal fees and expenses, alleging or resulting from or arising from or in connection with contamination of or adverse affects on the Premises, the environment, or any violation of any Environmental Law or other statute, ordinance, rule, regulation, judgment or order of any governmental or judicial entity, and from and against any damages, penalties, actions, judgments, suits, claimsliabilities, costs, expenses and disbursements penalties assessed as a result of any kind activity or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or operation on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about Premises during the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application term of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss Lease. Tenant's obligations or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 Paragraph shall survive the Term and term(s) of this Lease, termination of this Lease or termination of Tenant's occupancy of the exercise by Lender of any of its rights or remedies under the Loan DocumentsReal Property.
Appears in 4 contracts
Sources: Commercial Lease (Imarx Therapeutics Inc), Commercial Lease (Imarx Therapeutics Inc), Commercial Lease (Imarx Therapeutics Inc)
Indemnity. Borrower shall The Borrowers agree, jointly and severally, to defend, protect, indemnify and hold harmless the Lender and each and all of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys, affiliates, and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyParties”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel for an the Indemnified Party Parties in connection with any investigative, administrative or judicial proceeding commenced or threatenedproceeding, whether or not Lender the Indemnified Parties shall be designated by a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expensesor otherwise), that which may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelywhether direct, the “Indemnified Liabilities”indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner, manner relating to or arising out of this Agreement or by reason of the Loan, including: (i) any breach by Borrower of its obligations underother Financing Agreements, or any misrepresentation by Borrower contained inact, event or transaction related or attendant thereto, the making and the management of the Loan (including, without limitation, any Loan Document; (iiliability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseLoan hereunder; provided, however, that Borrower the Borrowers shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such Indemnified Liabilities arise from violative of any law or public policy, the gross negligenceBorrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such payment and satisfaction of all matters incurred by the Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunderParties. Any amounts payable to any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Party by reason of the application of this paragraph Parties shall be payable paid to the Indemnified Parties on demand and shall bear demand, together with interest thereon at the Default Rate from the date loss or damage is sustained incurred by any the Indemnified Party Parties until paidpaid by the Borrowers, be added to the Liabilities, and be secured by the Collateral and the Real Property. The obligations provisions of and liabilities of Borrower under undertakings and indemnifications set out in this Section 5.30 11.16 shall survive the Term satisfaction and payment of the Liabilities of the Borrower and the exercise by Lender termination of any of its rights or remedies under the Loan Documentsthis Agreement.
Appears in 4 contracts
Sources: Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc)
Indemnity. Borrower shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents Without duplication of any amounts payable under any other similar indemnity provision set forth in the Loan Agreement or any other Loan Documents, the Pledgor shall: (i) pay all out-of-pocket costs and expenses of the foregoing Pledgee incurred in connection with the administration of and in connection with the preservation of rights under, and enforcement of, and any renegotiation or restructuring of this Agreement and any amendment, waiver or consent relating thereto (including any Servicer) and each other Personincluding, if anywithout limitation, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection the Pledgee); (ii) pay and hold the Pledgee and the Bank Product Providers harmless from and against any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to this Agreement and save the Pledgee and the Bank Product Providers harmless from and against any investigativeand all liabilities with respect to or resulting from any delay or omission to pay any such taxes, administrative charges or judicial proceeding commenced levies; and (iii) indemnify the Pledgee and each of the Bank Product Providers, and each of their respective officers, directors, shareholders, employees, representatives and agents from and hold each of them harmless against any and all costs, losses, liabilities, claims, obligations, suits, penalties, judgments, damages or threatened, expenses incurred by or asserted against any of them (whether or not Lender shall be any of them is designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loanthis Agreement or any transaction contemplated hereby (including, without limitation, any investigation, litigation or other proceeding related to this Agreement), including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documentswithout limitation, the Collateral or any interest therein, or receipt reasonable fees and disbursements of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission counsel incurred in connection with any Lease such investigation, litigation or other transaction involving proceeding. Notwithstanding anything in this Agreement to the Property contrary, the Pledgor shall not be responsible to the Pledgee or any part thereofBank Product Provider for any costs, losses, damages, liabilities or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise expenses which result from the gross negligence, illegal acts, fraud negligence or willful misconduct on the part of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender Pledgee or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidBank Product Provider. The Pledgor's obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender any termination of any of its rights or remedies under the Loan Documentsthis Agreement.
Appears in 4 contracts
Sources: Pledge Agreement (Viskase Companies Inc), Pledge Agreement (Viskase Companies Inc), Pledge Agreement (Viskase Companies Inc)
Indemnity. Borrower shall defendThe Redeveloper indemnifies and agrees to protect, indemnify defend and hold harmless Lender the Authority and each of its Affiliates and their respective the Authority’s commissioners, officers, directors, employees, agents, affiliates, successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilitiesclaims, obligationsdemands, losses, damages, costs, expenses, liabilities, taxes, assessments, fines, penalties, actionscharges, administrative and judicial proceedings and orders, judgments, suitscauses of action, claims, costs, expenses and disbursements remedial action requirements and/or enforcement actions of any kind or nature whatsoever (including the reasonable including, without limitation, attorney’s fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative court or judicial proceeding commenced similar costs) directly or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or indirectly arising out of or by reason attributable to in whole or in part:
(a) the material inaccuracy of any representation or the material breach of any representation, covenant or warranty of the Loan, including: Redeveloper contained in this Contract;
(i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (iib) the use Redeveloper’s acquisition, ownership or intended use of the proceeds of Property and the Loan; (iii) any information provided Project Improvements, unless caused by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from Authority;
(c) the failure on the part of Lender or any third party or other respective agents the Redeveloper to perform, observe and/or comply with any applicable federalcovenant, state obligation or duty to be performed, observed and/or complied with by the Redeveloper pursuant to the terms of this Contract or any other securities Transaction Document;
(d) any condition of, on or “blue sky” laws in the Property or regulations thereunder. Any amounts payable to the Project Improvements or any Indemnified Party part thereof caused by reason any act or omission of the application of this paragraph shall be payable on demand and shall bear interest at Redeveloper or the Default Rate from Redeveloper’s agents, contractors, subcontractors, servants, employees, members, officers, directors, licensees or invitees or any other person or entity for whose acts or omissions the date loss Redeveloper is otherwise responsible pursuant to Applicable Law;
(e) the performance or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender non-performance of any Transaction Document, contract, agreement, obligation or undertaking entered into by the Redeveloper (whether as the agent of its rights the Authority or remedies under otherwise) in connection with all or any part of the Loan DocumentsProject; and/or
(f) any act or omission of the Redeveloper or any of the Redeveloper’s agents, contractors, subcontractors, servants, employees, members, officers, directors, licensees or invitees or any other person or entity for whose acts or omissions the Redeveloper is otherwise responsible pursuant to Applicable Law.
Appears in 4 contracts
Sources: Redevelopment Contract, Redevelopment Contract, Redevelopment Contract
Indemnity. Borrower (a) Each Credit Party that is a signatory hereto shall defend, jointly and severally indemnify and hold harmless Lender and each of its Affiliates Agent, Lenders and their respective successors Affiliates, and assigns, including the directors, each such Person's respective officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys, agents and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing representatives (each, an “"Indemnified Party”Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements and other costs of counsel for an investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Party Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of the transactions contemplated hereunder and thereunder and any actions or by reason failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the LoanLoan Documents (collectively, including: "Indemnified Liabilities"); provided, that no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results from that Indemnified Person's gross negligence or willful misconduct. Without limitation of the rights to indemnification specified herein, each Indemnified Person hereby agrees to provide Borrower with commercially reasonable notice of (i) any breach suit, action, proceeding, claim, damage, loss, liability or expense which, in the determination of such Indemnified Person, could reasonably be likely to result in a claim or demand for indemnification in accordance with the provisions of this Section 1.13(a) by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; such Indemnified Person and (ii) any settlement or judicial or administrative determination of any matter described in the use or intended use of preceding clause (i). NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.
(b) To induce Lenders to provide the proceeds of LIBOR Rate option on the Loan; terms provided herein, if (iiii) any information provided by LIBOR Loans are repaid in whole or on behalf in part prior to the last day of Borrower, or contained in any documentation approved by Borrower; applicable LIBOR Period (iv) ownership whether that repayment is made pursuant to any provision of the Security Documents, the Collateral this Agreement or any interest therein, other Loan Document or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or occurs as a consequence result of any Lease; providedacceleration, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud by operation of law or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents.otherwise);
Appears in 4 contracts
Sources: Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc), Credit Agreement (Universal Hospital Services Inc)
Indemnity. Borrower In addition to the payment of expenses pursuant to Section 11.1, whether or not the transactions contemplated hereby shall defendbe consummated, indemnify each Note Party agrees to indemnify, pay and hold harmless Lender Agent, each Purchaser, and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Personagents, if anyconsultants, who Controls Lenderauditors, its Affiliates persons engaged by Agent or any Purchaser, to evaluate or monitor the Collateral, Affiliates and attorneys of Agent, each Purchaser and such holders (collectively called the foregoing (each, an “Indemnified PartyIndemnitees”), ) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender such Indemnitee shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), ) that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelythat Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of this Agreement or by reason the other Note Documents, the consummation of the Loantransactions contemplated by this Agreement, including: (i) any breach the statements contained in the commitment letters, if any, delivered by Borrower of its obligations under, Agent or any misrepresentation by Borrower contained inPurchaser, any Loan Document; (ii) Agent’s and each Purchaser’s agreement to purchase the Notes hereunder, the use or intended use of the proceeds of any of the Loan; (iii) Notes or the exercise of any information provided right or remedy hereunder or under the other Note Documents, including, without limitation any actual or alleged presence or release of Hazardous Materials on or from any property owned, occupied or operated by the Borrower or on behalf any of Borrowerits Subsidiaries, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or environmental liability related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property Borrower or any part thereof, of its Subsidiaries or any liability asserted against Lender with respect theretoof their respective properties (the “Indemnified Liabilities”); and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, provided that Borrower no Note Party shall not have any obligation to any Indemnified Party Indemnitee hereunder with respect to the extent that it is finally judicially determined that such Indemnified Liabilities arise arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and providedthat Indemnitee as determined by a final non-appealable judgment by a court of competent jurisdiction. For the avoidance of doubt, further, that Borrower this Section 11.2 shall not have any obligation apply with respect to any Indemnified Party to Charges (which, solely for the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application purpose of this paragraph Section 11.2, shall be payable include Excluded Taxes) other than Charges that represent losses, liabilities, damages, etc. with respect to indemnity payments on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paida non-Charge claim. The obligations and liabilities of Borrower Payments under this Section 5.30 11.2 shall survive be made by the Term and Borrower to the exercise by Lender Agent for the benefit of any of its rights or remedies under the Loan Documentsrelevant Indemnitee.
Appears in 4 contracts
Sources: Note Purchase Agreement (Arena Group Holdings, Inc.), Note Purchase Agreement (theMaven, Inc.), Note Purchase Agreement (theMaven, Inc.)
Indemnity. Borrower Each Loan Party shall defendindemnify Agent, indemnify and hold harmless each Lender and each of its Affiliates and their respective successors and assignsofficers, including the directors, officersAffiliates, partnersattorneys, members, shareholders, participants, employees, professionals employees and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyIndemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigativecounsel) (collectively, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that “Losses”) which may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) Indemnitee in any mannerclaim, relating litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations underaspect of, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrowertransaction contemplated by, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury referred to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) matter related to, this Agreement or the claims of any lessee of any portion of the Property Other Documents, whether or not Agent or any Person acting through or under any lessee or otherwise arising under or as Lender is a consequence of any Lease; providedparty thereto, however, that Borrower shall not have any obligation to any Indemnified Party hereunder except to the extent that it is finally judicially determined that such Indemnified Liabilities arise from any of the foregoing arises out of the gross negligence, illegal acts, fraud bad faith or willful misconduct of such Indemnified the Indemnitee (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, each Loan Party shall indemnify each Indemnitee from and providedagainst all Losses, furthersuffered or incurred by any Indemnitee under or on account of any Environmental Laws, that Borrower shall not have including the assertion of any obligation Lien thereunder, with respect to any Indemnified Party Hazardous Discharge, the presence of any Hazardous Substances affecting the Real Property, whether or not the same originates or emerges from the Real Property or any contiguous real estate, except to the extent that it such loss, liability, damage and expense is finally judicially determined that such Indemnified Liability arises solely attributable to any Hazardous Discharge resulting from actions on the failure part of Lender Agent or any third party Lender. Each Loan Party’s indemnity obligations shall arise upon the discovery of the presence of any material Hazardous Substances in violation of Applicable Laws at the Real Property, whether or other respective agents to comply with not any applicable federal, state state, or other securities local environmental agency has taken or “blue sky” laws or regulations thereunder. Any amounts payable to threatened any Indemnified Party by reason of action in connection with the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender presence of any of its rights or remedies under the Loan DocumentsHazardous Substances.
Appears in 4 contracts
Sources: Revolving Credit and Security Agreement (Boot Barn Holdings, Inc.), Term Loan and Security Agreement (Boot Barn Holdings, Inc.), Term Loan and Security Agreement (Boot Barn Holdings, Inc.)
Indemnity. Borrower (a) Seller shall release, defend, indemnify and hold harmless Lender Buyer, Affiliates of Buyer and each of its Affiliates and their respective successors and assignsofficers, including the directors, officersshareholders, partners, members, shareholders, participantsowners, employees, professionals agents, attorneys, Affiliates and agents of any of the foregoing advisors (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyPerson” and collectively the “Indemnified Persons”), against, and shall hold each Indemnified Person harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsfees, costs, expenses (including reasonable legal fees, charges, and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an any such Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs Person and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), penalties or fines of any kind that may be imposed on, incurred by, by or asserted against any such Indemnified Party Person (collectively, the “Indemnified LiabilitiesAmounts”) in any mannerway relating to, relating to or arising out of or by reason of the Loan, including: resulting from or in connection with (i) the Repurchase Documents, the Purchased Asset Documents, the Purchased Assets, the Pledged Collateral, the Transactions, any breach by Borrower of its obligations underMortgaged Property or related property, or any misrepresentation action taken or omitted to be taken by Borrower contained inany Indemnified Person in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Repurchase Document, any Loan Transaction, any Purchased Asset, any Purchased Asset Document; , or any Pledged Collateral, (ii) the use any claims, actions or intended use of the proceeds of the Loan; damages by an Underlying Obligor or lessee with respect to a Purchased Asset, (iii) any information provided by violation or on behalf alleged violation of, non–compliance with or liability under any Requirements of BorrowerLaw, or contained in any documentation approved by Borrower; (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the Security Documentsitems referred to in the preceding clause (i), the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons any person or loss of or damage to property occurring in, on or about the any Mortgaged Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; , (vi) any use, nonuse or condition in, on or about the about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; , (vii) any failure by Seller to perform or comply with any Repurchase Document, Purchased Asset Document or Purchased Asset, (viii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presenceany Mortgaged Property or Purchased Asset, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons Persons claiming to be entitled to a commission in connection with any Lease lease or other transaction involving any Repurchase Document, Purchased Asset or Mortgaged Property, (x) the Property execution, delivery, filing or recording of any Repurchase Document, Purchased Asset Document or any part thereofmemorandum of any of the foregoing, (xi) any Lien or claim arising on or against any Purchased Asset or related Mortgaged Property under any Requirements of Law or any liability asserted against Lender Buyer or any Indemnified Person with respect thereto; and , (xivxii) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property in violation of Environmental Law, (3) the claims failure to timely perform any Remedial Work required under the Purchased Asset Documents or pursuant to Environmental Law, (4) any past, present or future activity by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any lessee Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, in each case, in violation of Environmental Law, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, in each case, in violation of Environmental Law, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any portion of the Lien on any Mortgaged Property or any Person acting through or under any lessee or otherwise arising under with regard to, or as a consequence result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document or Purchased Asset Document relating to environmental matters in any way, or (xiii) Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any Lease; providedof the foregoing clauses of this Section 13.01, howeverthat, that Borrower in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or intentional misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment. In any suit, proceeding or action brought by an Indemnified Person in connection with any Purchased Asset for any sum owing thereunder, or to enforce any provisions of any Purchased Asset, Seller shall defend, indemnify and hold such Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or Underlying Obligor arising out of a breach by Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or Underlying Obligor from Seller. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. This Section 13.01(a) shall not have apply with respect to Taxes other than any obligation to Taxes that represent losses, claims or damages arising from any Indemnified Party hereunder non-Tax claim.
(b) If for any reason the indemnification provided in this Section 13.01 is unavailable to the extent that it Indemnified Person or is finally judicially determined that insufficient to hold an Indemnified Person harmless, even though such Indemnified Liabilities arise from Person is entitled to indemnification under the gross negligenceexpress terms thereof, illegal actsthen Seller shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, fraud claim, damage or willful misconduct liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and Seller on the other hand, the relative fault of such Indemnified Party Person, and providedany other relevant equitable considerations.
(c) An Indemnified Person may at any time send Seller a notice showing the calculation of Indemnified Amounts, further, that Borrower and Seller shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that pay such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents Amounts to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any such Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidPerson within ten (10) Business Days after Seller receives such notice. The obligations and liabilities of Borrower Seller under this Section 5.30 13.01 shall apply (without duplication) to Eligible Assignees and Participants and survive the Term and the exercise by Lender termination of any of its rights or remedies under the Loan Documentsthis Agreement.
Appears in 4 contracts
Sources: Master Repurchase and Securities Contract (FS Credit Real Estate Income Trust, Inc.), Master Repurchase and Securities Contract (FS Credit Real Estate Income Trust, Inc.), Master Repurchase and Securities Contract (FS Credit Real Estate Income Trust, Inc.)
Indemnity. Borrower shall defendVendor hereby agrees to release, indemnify Indemnify, defend and hold harmless Lender Buyer, its subsidiaries, affiliates and each shareholders, and all of its Affiliates and their respective successors and assigns, including the directors, officers, partnersdirectors, members, shareholders, participants, employees, professionals agents, successors and agents of any of assigns (collectively referred to as the foregoing (including any Servicer"Buyer Indemnitees") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and harmless against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, and expenses and disbursements resulting or arising (directly or indirectly) from (a) infringement or alleged infringement of any kind United States or nature whatsoever foreign patent or any other intellectual property right by the services provided hereunder or by any of the goods delivered hereunder which were designed or manufactured by Vendor; and (including the reasonable fees b) for deaths of or injuries to any persons whomsoever, and disbursements for loss of, damage to delay in delivery or destruction of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or property arising out of or in any way connected with the services performed or goods sold hereunder, except only to the extent such loss is caused solely by reason the gross negligence or willful misconduct of any Buyer Indemnitee. Promptly on a Buyer Indemnitee's request Vendor will defend the LoanBuyer Indemnitees against such claims, including: (i) actions, proceedings and litigation and further pay any breach by Borrower of its obligations underand all such losses, liabilities, costs, and expenses arising from any such claim, demand, action, proceeding, litigation, or settlement relating thereto. In no event shall the Parties be liable to the other Party or any third party for any indirect, incidental, or consequential, punitive, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt other damages of any Rents; (v) any accidentkind including, injury to or death but not limited to, business interruption, loss of persons or customers, loss of data, loss of or damage to property occurring inreputation or goodwill, on loss or about the Property liability under or on the adjoining sidewalksin relation to any other contract, curbslost revenues, adjacent property profits, opportunity or adjacent parking areasanticipated savings and any indirect or consequential loss or damage, streets or ways; (vi) for any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) matter arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease the performance or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion non-performance of the Property or any Person acting through or under any lessee Agreement, whether such liability is asserted on the basis of contract, tort, products liability, negligence, statute or otherwise arising under or as at law, even if a consequence Party has been advised of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct possibility of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsdamages.
Appears in 4 contracts
Sources: Purchase Agreement, Purchase Agreement, Purchase Agreement
Indemnity. Borrower In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify indemnify, pay and hold harmless Lender Agents and each of its Affiliates Lenders, and their respective successors and assignsthe officers, including the directors, officerstrustees, partners, members, shareholders, participants, employees, professionals agents, attorneys and agents affiliates of any of Agents and Lenders (collectively called the foregoing (including any Servicer"Indemnitees") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened by any Person, whether or not Lender any such Indemnitee shall be designated as a party or a potential party thereto), court costs whether direct, indirect or consequential and costs of appeal at all appellate levelswhether based on any federal, investigation state or foreign laws, statutes, rules or regulations (including, without limitation, securities and laboratory feescommercial laws, consultant fees statutes, rules or regulations and litigation expensesEnvironmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of this Agreement or by reason of the Loanother Loan Documents or the transactions contemplated hereby or thereby (including, including: (i) any breach by Borrower of its obligations underwithout limitation, Lenders' agreement to make the Loans hereunder or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, Loans or the Collateral issuance of Letters of Credit hereunder or any interest therein, the use or receipt intended use of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the PropertyLetters of Credit) (collectively called the "Indemnified Liabilities"); (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, provided that Borrower Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Party hereunder Liabilities to the extent extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that it is finally judicially determined that such Indemnified Liabilities arise arose from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined violative of any law or public policy, Company shall contribute the maximum portion that such it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liability arises solely from Liabilities incurred by the failure of Lender Indemnitees or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsthem.
Appears in 4 contracts
Sources: Credit Agreement (Aurora Foods Inc /Md/), Credit Agreement (Aurora Foods Inc /De/), Credit Agreement (MBW Foods Inc)
Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, each Borrower shall agrees to indemnify, exonerate, defend, indemnify pay, and hold harmless Lender Lender, and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals and agents of any of and counsel to Lender and such holders (collectively, the foregoing (including any Servicer) “Indemnitees” and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (eachindividually, an “Indemnified PartyIndemnitee”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including including, the reasonable out-of-pocket fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatenedproceeding, whether or not Lender such Indemnitee shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, this Agreement or any misrepresentation by Borrower contained in, any other Loan Document; (ii) , the use or intended use of the proceeds of the Loan; (iii) any information provided by Loans or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership the consummation of the Security Documentstransactions contemplated by this Agreement, the Collateral or including any interest therein, or receipt of any Rents; (v) any accident, injury matter relating to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of the filing or related to such Hazardous Substance; (x) recordation of any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws Loan Documents which filing or recordation is done based upon or in information supplied by any way related Borrower to such Hazardous Substance, including Lender and its counsel (the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease“Indemnified Liabilities”); provided, however, that no Borrower shall not have any obligation be liable with respect to any Indemnified Party hereunder Liabilities to the extent that it is finally judicially determined that such Indemnified Liabilities arise are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of any such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to Indemnitee. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that violative of any law or public policy and such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents Borrower is required to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable make a payment to any Indemnified Party by reason Indemnitee pursuant to this Section 8.2, such Borrower shall make the maximum contribution to the payment and satisfaction of each of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage Indemnified Liabilities that is sustained by any Indemnified Party until paidpermissible under applicable law. The obligations and liabilities of Borrower Borrowers under this Section 5.30 8.2 shall survive the Term termination of this Agreement and the exercise by Lender payment in full of any of its rights or remedies under the Loan DocumentsObligations.
Appears in 4 contracts
Sources: Credit Agreement (Silvercrest Asset Management Group Inc.), Amendment and Restatement Agreement (Silvercrest Asset Management Group Inc.), Credit Agreement (Silvercrest Asset Management Group Inc.)
Indemnity. Borrower To the fullest extent permitted by law, Vessel Owner shall defendindemnify, indemnify defend (with counsel satisfactory to City) and hold harmless Lender City, its City Council, boards and each of its Affiliates and their respective successors and assigns, including the directorscommissions, officers, partnersagents, membersvolunteers, shareholdersand employees (collectively, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyParties”), ) from and against any and all liabilitiesclaims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, damagesjudgments, administrative orders of any nature, fines, penalties, actionsliabilities, judgmentscosts and expenses (including, suitswithout limitation, claimsattorney’s fees, disbursements and court costs) of every kind and nature (individually, expenses and disbursements of a Claim; collectively, “Claims”), which may arise from or in any kind manner relate (directly or nature whatsoever indirectly) to this Agreement (including the reasonable fees and disbursements negligent and/or willful acts, errors and/or omissions of counsel Vessel Owner, its principals, officers, agents, employees, vendors, suppliers, consultants, subcontractors, invitees, licensees, anyone employed directly or indirectly by any of them or for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that whose acts they may be imposed on, incurred by, liable or asserted against any Indemnified Party (collectively, or all of them) and the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, includingfollowing: (i) any breach by Borrower Vessel Owner’s use, occupancy or possession of its obligations underthe Slip and Marina facilities, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use entry by Vessel Owner, or intended use any of its invitees on the proceeds of the Loan; Marina property, and (iii) any information provided by Vessel Owner’s breach or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) provision of this Agreement or the law, or both. Vessel Owner shall be obligated under this indemnity regardless of any claim by brokers, finders active or similar persons claiming to be entitled to a commission in connection passive negligence or strict liability of obligations under this paragraph are joint and several with any Lease person or other transaction involving entity owing any duty to indemnify, defend and hold harmless the Property or Indemnified Parties, except as otherwise provided herein. Notwithstanding the foregoing, nothing herein shall be construed to require Vessel Owner to indemnify the Indemnified Parties from any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise Claim arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud sole negligence or willful misconduct of such the Indemnified Party and provided, further, that Borrower Parties. Nothing in this indemnity shall not have be construed as authorizing any obligation award of attorney’s fees in any action on or to any Indemnified Party to enforce the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application terms of this paragraph Agreement. This indemnity shall be payable on demand apply to all claims and shall bear interest at the Default Rate from the date loss or damage is sustained by liability regardless of whether any Indemnified Party until paidinsurance policies are applicable. The obligations and liabilities policy limits do not act as a limitation upon the amount of Borrower under this Section 5.30 shall survive the Term and the exercise indemnification to be provided by Lender of any of its rights or remedies under the Loan DocumentsVessel Owner.
Appears in 4 contracts
Sources: Guest Slip Agreement, Terms and Conditions, Guest Slip Agreement
Indemnity. Borrower shall Each of the Borrowers further agrees to defend, indemnify protect, indemnify, and hold harmless Lender the Global Administrative Agent, the Arrangers, each and all of the Lenders, and each of its Affiliates and their respective successors Affiliates, and assigns, including the directors, each of such Person’s respective officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the foregoing conditions set forth in Article IV) (including any Servicercollectively, the “Indemnitees”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedproceeding, whether or not Lender such Indemnitees shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) such Indemnitees in any manner, manner relating to or arising out of or by reason of the Loan, including: of:
(i) any breach by Borrower of its obligations underthis Agreement, the other Loan Documents, or any misrepresentation by Borrower contained inact, any Loan Document; (ii) event or transaction related or attendant thereto, the making of the Loans hereunder, the management of such Loans or the use or intended use of the proceeds of the LoanLoans; or
(iiiii) any information provided by liabilities, obligations, responsibilities, losses, damages, personal injury, death, punitive damages, economic damages, consequential damages, treble damages, intentional, willful or on behalf of Borrowerwanton injury, damage or contained in any documentation approved by Borrower; (iv) ownership of threat to the Security Documentsenvironment, the Collateral natural resources or any interest thereinpublic health or welfare, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses (including, without limitation, attorney, expert and consulting fees and costs of investigation, feasibility or remedial action studies), fines, penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute or contingent, past, present or future relating to violation of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders Environmental Law arising from or similar persons claiming to be entitled to a commission in connection with any Lease the past, present or other transaction involving future operations of the Property Companies, their Subsidiaries or any part thereofof their respective predecessors in interest, or, the past, present or any liability asserted against Lender with respect thereto; and (xiv) the claims future environmental, health or safety condition of any lessee respective Property of the Companies or their Subsidiaries, the presence of asbestos-containing materials at any respective Property of the Companies or their Subsidiaries or the Release or threatened Release of any portion of contaminant into the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leaseenvironment (collectively, the “Indemnified Matters”); provided, however, that no Borrower shall not have any obligation to any an Indemnitee hereunder with respect to Indemnified Party hereunder Matters to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud caused solely by or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises resulting solely from the failure bad faith, willful misconduct or gross negligence of Lender such Indemnitee or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason such Indemnitee’s material breach of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The its obligations and liabilities of Borrower under this Section 5.30 shall survive Agreement, in each case as determined by the Term final non-appealable judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay and hold harmless set forth in the exercise by Lender preceding sentence may be unenforceable because it is violative of any law or public policy, the Borrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of its rights or remedies under all Indemnified Matters incurred by the Loan DocumentsIndemnitees.
Appears in 4 contracts
Sources: Credit Agreement (Harley Davidson Inc), 364 Day Credit Agreement (Harley Davidson Inc), 364 Day Credit Agreement (Harley Davidson Inc)
Indemnity. Borrower shall defend(i) The Grantor agrees to indemnify, indemnify pay and hold harmless Lender the Beneficiary, the Trustee and each of its Affiliates the other Secured Parties and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals agents and agents of any Affiliates of the foregoing (including any Servicer) Beneficiary, the Trustee and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing other Secured Parties (eachcollectively, an the “Indemnified PartyIndemnitees”), ) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses and or disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding proceeding, commenced or threatened, whether or not Lender such Indemnitee shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that which may be imposed on, incurred by, by or asserted against that Indemnitee, in any Indemnified Party manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (collectivelyincluding, without limitation, any misrepresentation by the Grantor in this Deed of Trust, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease); provided, however, that Borrower the Grantor shall not have any no obligation to any an Indemnitee hereunder with respect to Indemnified Party hereunder Liabilities to the extent that it is finally judicially has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arise arose from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such violative of any law or public policy, the Grantor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liability arises solely from Liabilities incurred by the failure of Lender Indemnitees or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsthem.
Appears in 3 contracts
Sources: Deed of Trust (Jacobs Entertainment Inc), Credit Line Deed of Trust (Jacobs Entertainment Inc), Credit Line Deed of Trust (Jacobs Entertainment Inc)
Indemnity. Borrower (a) To the fullest extent allowed by law, Tenant shall defendat all times indemnify, defend and hold Landlord harmless against and from any and all claims by or on behalf of any person or persons, firm or firms, corporation or corporations, arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises, and will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or arising from, any act or negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises or upon the sidewalk and the land adjacent thereto, and from and against all costs, attorneys' fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action or proceeding by counsel reasonably satisfactory to Landlord. Tenant's obligations under this Paragraph 36 shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Paragraph 17 hereof.
(b) Landlord shall protect, indemnify and hold Tenant harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suitsloss, claims, costs, expenses and disbursements of any kind liability or nature whatsoever costs (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory attorneys' fees, consultant fees and litigation expenses), that may be imposed on, ) incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: of:
(ia) any breach by Borrower of its obligations under, damage to any property or any misrepresentation by Borrower contained in, injury (including but not limited to death) to any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property person occurring in, or on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services Demised Premises or the furnishing Building to the extent that such injury or damage shall be proximately caused by the Landlord's affirmative acts of any materials negligence or other property in respect willful misconduct of the Property; (viii) the presenceLandlord or its agents, disposal, escape, seepage, leakage, spillage, discharge, emission, release, servants or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leaseemployees; provided, however, that Borrower such indemnification shall be limited to the extent of the sum of: (i) amounts of insurance proceeds recovered by Landlord under insurance policies carried by Landlord for such injury or damage, after deductibles, or insurance proceeds that would have been received in the event Landlord had not have any obligation elected to self-insure, and (ii) the deductible amounts for such claims under such insurance policies. The provisions of this Article shall survive the termination of this Lease with respect to any Indemnified Party hereunder claims or liability occurring prior to such termination.
(c) Notwithstanding the foregoing indemnification obligations, Landlord and Tenant both hereby release the other and the other's officers, directors, partners, employees and agents from any claim which the indemnified party might have to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender cost of any of its rights or remedies under such claim is reimbursed by insurance proceeds recovered by the Loan Documentsreleasing party, and both Landlord and Tenant shall confirm that their insurance providers shall similarly waive all such claims.
Appears in 3 contracts
Sources: Sublease (R2 Technology Inc), Sublease Agreement (R2 Technology Inc), Sublease Agreement (Software Net Corp)
Indemnity. Borrower shall defend, The Company agrees to indemnify and hold harmless Lender the Agent and each of its Affiliates the Banks and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals employees and agents of any of the foregoing (including any Servicereach such person being called an "Indemnitee") against, and to hold each other PersonIndemnitee harmless from, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses damages and disbursements liabilities of any kind or nature whatsoever (party other than the Company and related expenses, including the reasonable counsel fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, expenses incurred by, by or asserted against any Indemnified Party (collectivelyIndemnitee arising out of, the “Indemnified Liabilities”) in any mannerway connected with, relating to or arising out as a result of or by reason of the Loan, including: (i) any breach by Borrower the execution or delivery of its obligations under, this Agreement or any misrepresentation Note or any agreement or instrument contemplated hereby or thereby, the performance by Borrower contained inthe parties thereto of their respective obligations hereunder or thereunder or the consummation of the transactions and the other transactions contemplated hereby or thereby, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; Loans or (iii) any information claim, litigation, investigation, or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and notwithstanding that any claim, proceeding, investigation or litigation relating to any such losses, claims, damages, liabilities or expenses is or was brought by a shareholder, creditor, employee or officer of the Company; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of any Indemnitee. The provisions of this Section 11.11 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the reduction or cancellation of the Commitment, the invalidity or unenforceability of any term or provision of this Agreement or any Note, or any investigation made by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or Banks. All amounts due under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph Section 11.11 shall be payable on in immediately available funds upon written demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentstherefor.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Health Care Property Investors Inc), Revolving Credit Agreement (Health Care Property Investors Inc), Revolving Credit Agreement (Health Care Property Investors Inc)
Indemnity. Borrower shall defend, indemnify The Tenant hereby indemnifies and hold saves harmless Lender the Landlord and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), assigns from and against any and all losses, liabilities, obligations, losses, damages, penaltiescosts (including, actionswithout restriction, judgments, suits, claims, costs, expenses all legal and disbursements other professional costs on a solicitor and his own client full indemnity basis) and expense of any kind whatsoever including, without limitation:
(a) the costs of defending, counter-claiming or nature whatsoever (claiming over against third parties in respect of any action or matter including the reasonable fees legal fees, costs and disbursements on a solicitor and his own client basis and at all court levels;
(b) any cost, liability or damage arising out of counsel for an Indemnified Party in connection a settlement of any action entered into by the Landlord with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and without the consent of the Tenant; and
(c) the costs of appeal repair, clean-up or restoration paid by the Landlord and any fines levied against the Landlord; which at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that any time or from time to time may be imposed onpaid, incurred by, or asserted against any Indemnified Party (collectivelythe Landlord, whatsoever arising from or out of, directly or indirectly, the “Indemnified Liabilities”) in any manner, relating to Tenant’s use or arising out of or by reason occupancy of the LoanLands or occasioned wholly or in part by any act or omission of the Tenant, including: (i) its agents, contractors, employees, sub-Tenant, licensees, concessionaires or anyone permitted by the Tenant to be in or on the Lands and the Lands. Without limiting the generality of the forgoing, this indemnity shall include those aforementioned costs which at any breach by Borrower time or from time to time may be paid, incurred or asserted against the Landlord as a direct or indirect result of its obligations the presence on or under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, escape seepage, leakage, spillage, dischargedischarged, emission, emission or release, or threatened release of any Hazardous Substance onSubstances, from or affecting the Property; (ix) Lands either onto any personal injury lands, (including wrongful death) the Lands), into the atmosphere or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) into any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunderwater. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 This indemnification shall survive the expiration of the Term of the Lease and the exercise by Lender termination of any of its rights or remedies under the Loan DocumentsLease for whatever cause.
Appears in 3 contracts
Sources: Lease Agreement, Lease Agreement, Lease Agreement
Indemnity. Borrower shall defendhereby agrees to indemnify, indemnify defend and hold harmless Lender and each of its Affiliates and their respective successors and assignsassigns and the respective agents, including the directorsaffiliates, officers, partners, members, shareholders, participants, employees, professionals directors and agents employees of any of the foregoing (including any Servicer) Lender and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), successors and assigns from and against any and all liabilities, obligationsclaims, losses, damages, penaltiesdemands, actions, judgments, suits, claims, costs, causes of action and liabilities whatsoever (including reasonable attorneys’ fees and expenses and disbursements costs and expenses reasonably incurred in investigating, preparing or defending against any litigation or claim, action, suit, proceeding or demand of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”character) in any manner, relating to or arising out of or resulting from: (a) the Loan Documents (including the enforcement thereof), except to the extent such claims, losses and liabilities are proximately caused by reason Lender’s gross negligence, bad faith or willful misconduct, (b) any violation of any Applicable Environmental Law, (c) any act, omission, event or circumstance resulting from or in connection with the ownership, construction, occupancy, operation, use and/or maintenance of the Oil and Gas Properties, regardless of whether the act, omission, event or circumstance constituted a violation of any Applicable Environmental Law at the time of its existence of occurrence, and (d) any and all claims or proceedings (whether brought by a private party or governmental agencies) for bodily injury, property damage, abatement or remediation, environmental damage or impairment or any other injury or damage resulting from or relating to any hazardous or toxic substance, solid waste or contaminated material located upon or migrating into, from or through any of the Oil and Gas Properties (whether or not the release of such materials was caused by Borrower, a tenant or subtenant or a prior owner, tenant or subtenant on the Oil and Gas Properties and whether or not the alleged liability is attributable to the handling, storage, generation, transportation, removal or disposal of such substance, waste or material or the mere presence of such substance, waste or material on the Oil and Gas Properties), for which Lender may have liability due to the making of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership granting of the Security Documents, the Collateral exercise of Lender’s rights under the Loan Documents or any interest thereinOtherwise. WITHOUT LIMITATION, or receipt of any Rents; IT IS THE INTENTION OF BORROWER, AND BORROWER AGREES, THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PARTY WITH RESPECT TO CLAIMS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, CAUSES OF ACTION, JUDGMENTS, PENALTIES, COSTS AND EXPENSES (vINCLUDING REASONABLE ATTORNEYS’ FEES) any accidentWHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PARTY. However, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower indemnities shall not have any obligation apply to any Indemnified Party hereunder particular indemnified party (but shall apply to the other indemnified parties) to the extent that it the subject of the indemnification is finally judicially determined that such Indemnified Liabilities arise from caused by or arises out of the gross negligence, illegal acts, fraud bad faith or willful misconduct of such Indemnified Party and provided, further, that Borrower particular indemnified party. The foregoing indemnities shall not have any obligation to any Indemnified Party to terminate upon the extent that it is finally judicially determined that such Indemnified Liability arises solely from Maturity Date or upon the failure of Lender or any third party release, foreclosure or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason termination of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall Security Documents, but will survive the Term Maturity Date, foreclosure of the Security Documents or conveyances in lieu of foreclosure, and the exercise by Lender repayment of any of its rights or remedies under the Loan Documentsand the discharge and release of the Security Documents and the other documents evidencing and/or securing the Loan.
Appears in 3 contracts
Sources: Credit Agreement (Recovery Energy, Inc.), Credit Agreement (Recovery Energy, Inc.), Credit Agreement (Recovery Energy, Inc.)
Indemnity. Borrower Lessee agrees that each payment of Basic Rent hereunder shall defendbe free and clear of, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assignswithout deduction for, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements withholdings on account of Taxes of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatenedwhatsoever, whether or not Lender shall be designated a party theretoan exclusion pursuant to Section 10(b) applies, court costs and costs except as required by law. If any such deduction or withholding of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in Taxes is required with respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought payments of Basic Rent, Lessee shall pay an additional amount of Basic Rent such that the net amount actually received by Lessor, after such deduction or threatenedwithholding, settlement reachedwill be equal to all such amounts that would be received by Lessor if no such deduction or withholding had been required, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder but only to the extent necessary to ensure that it is finally judicially determined that the holders of the outstanding Equipment Notes receive such Indemnified Liabilities arise from amount as may be required by the gross negligence, illegal acts, fraud Indenture. If Lessee pays any amount to Lessor (or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to taxing authority for the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure account of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason Lessor) as a result of the application of this paragraph shall be payable the preceding sentence with respect to any withholding Tax which is an excluded tax in respect of Lessor pursuant to Section 10(b), then Lessor (or, in the case of Taxes imposed on demand and shall bear the Owner Trustee, the Owner Participant to the extent such Tax would give rise to a Lessor's Lien for which the Owner Participant
(i) upon or with respect to, based upon or measured by (A) any Engine or any Part thereof, or interest at therein, (B) the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender manufacture, purchase, ownership, delivery, leasing, acceptance, rejection, assigning, possession, use, operation, location, settlement of any insurance claim, sale, mortgaging, pledging, financing, subleasing, rental, retirement, abandonment, registration, re-registration, deregistration, preparation, installation, modification, repair, maintenance, replacement, transportation, storage, transfer of its rights title, return or remedies under other disposition of the Loan Documents.Aircraft, the Airframe, any Engine or any Part thereof or interest therein; or (C) the rentals, receipts, income or earnings arising therefrom (including without limitation the Rent), or
Appears in 3 contracts
Sources: Engine Lease Agreement (America West Airlines Inc), Engine Lease Agreement (America West Airlines Inc), Engine Lease Agreement (America West Airlines Inc)
Indemnity. Borrower Without waiving any rights, claims or defenses FWH or any of its Affiliates may have under any agreement with an Indemnified Person other than the Loan Documents, FWH shall defendpay, indemnify indemnify, save and hold harmless Lender the Administrative Agent, the Collateral Agent and each Secured Party and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals counsel, agents and agents of any of the foregoing (including any Servicer) attorneys-in-fact and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyPerson”), ) harmless from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, claims, costs, charges, expenses and or disbursements (including Attorney Costs) of any kind or nature whatsoever which may at any time (including at any time following the reasonable fees and disbursements Unwind of counsel for an Indemnified Party in connection with Prattsburgh or repayment of the Term Loans or the termination, resignation or replacement of any investigative, administrative Agent or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may any Lender) be imposed on, incurred by, by or asserted against any such Person in any way relating to, or arising out of, the business, activities, assets, liabilities or obligations of Prattsburgh, including the Unwind of Prattsburgh, or the actions of the Borrower or any of its Affiliates related thereto, and any investigation, litigation or proceeding (including any bankruptcy, insolvency, reorganization or other similar proceeding or appellate proceeding) related to Prattsburgh, whether or not any Indemnified Party Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document); (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower FWH shall not have any obligation hereunder to any Indemnified Party hereunder Person with respect to the extent that it is finally judicially determined that such Indemnified Liabilities arise determined by a court of competent jurisdiction in a final and non-appealable order to have arisen from the fraud, gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsPerson.
Appears in 3 contracts
Sources: Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.)
Indemnity. Effective as of the Borrowing Date of the First Loan, in addition to the payment of expenses pursuant to Section 24, the Borrower shall defend, indemnify indemnify, pay and hold harmless harmless, the Lender and each of its Affiliates affiliates and their past, present and future respective successors and assignsdirectors, including the directorsmanagers, shareholders, members, officers, partners, members, shareholders, participants, employees, professionals counsel, accountants, investors, financial advisors, agents, consultants and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing advisors (each, an “Indemnified PartyIndemnitee”), from and against (i) any taxes (other than any tax on the overall net income of the Lender) paid or incurred by the Lender relating to, arising out of, or in connection with this Secured Note, whether or not such taxes were correctly or legally imposed or asserted by the relevant governmental authority, and (ii) any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened by any person or entity, whether or not Lender any such Indemnitee shall be designated as a party or a potential party thereto, court costs and costs of appeal at all appellate levelsany fees or expenses incurred by Indemnitees in enforcing this indemnity), investigation whether direct, indirect or consequential and laboratory feeswhether based on any federal, consultant fees and litigation expenses)state or foreign laws, statutes, rules or regulations, on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of this Secured Note or by reason of the Loan, including: transactions contemplated hereby (i) any breach by Borrower of its obligations under, including the Lender’s agreement to make a loan or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect theretoenforcement of this Secured Note), IN ALL CASES, WHETHER OR NOT CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY, OR SOLE NEGLIGENCE OF SUCH INDEMNITEE; and (xiv) provided that the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any no obligation to any Indemnified Party Indemnitee hereunder with respect to the foregoing to the extent that it is finally judicially determined that such Indemnified Liabilities arise arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and providedthat Indemnitee as determined by a final, furthernon-appealable order of a court of competent jurisdiction. Notwithstanding any contrary provision in this Secured Note, that Borrower shall not have any the obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of Borrower with respect to each indemnity given by them in this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 Secured Note shall survive the Term Maturity Date, the payment in full of the Obligations, or conversion to Common Stock, and the exercise by Lender termination of any of its rights or remedies under the Loan Documentsthis Secured Note.
Appears in 3 contracts
Sources: Secured Convertible Promissory Note (Momentus Inc.), Secured Convertible Promissory Note (Momentus Inc.), Secured Convertible Promissory Note (Momentus Inc.)
Indemnity. Borrower (a) Licensee shall defend, at all times (both during and after the term hereof) indemnify and hold harmless Lender Licensor, its agents and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals against and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all actions, suits, liabilities, obligationssettlements, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the charges, reasonable counsel fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation other expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising from any and all claims (whether founded or unfounded) of every nature or character (including, but without limitation, claims for personal injury, death, libel, slander, false arrest, detention or accusation, malicious prosecution, abuse of process, assault and battery, damage to property or invasion or infringement of any patent, trademark, copyright, right of privacy or any other tangible or intangible personal or property right) (collectively, "Losses"), based upon or arising out of Licensee's operation of the Departments, or the Licensee's sale, use or installation of the Wares and Services, or any defect in the Wares and Services or in any ingredient, product or component used in the Wares and Services (or, in the event the Wares and Services shall be a service, used in the performance of such service), or due to any negligence or dishonesty of, or to any act of commission or omission by, Licensee or any of its employees or agents, all except to the extent such Loss is caused by Licensor's negligent actions or omissions or willful misconduct; and in case any action, suit or proceeding shall at any time (either during or after the term hereof) be brought against Licensor by reason of any such claim, the LoanLicensee, including: if Licensor so requests, shall resist and defend such action, suit or proceeding, at the sole expense of Licensee, by reputable counsel.
(ib) Licensor shall at all times (both during and after the term hereof) indemnify and hold harmless Licensee, its agents and employees, against and from any breach by Borrower and all Losses, based upon or arising out of its obligations underLicensor's operations, or the Licensor's sale, use or installation of any products or services (other than the Wares or Services), or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained defect in any documentation approved product or service rendered by Borrower; Licensor (ivother than the Wares or Services) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related ingredient, product or component used in such products or services(other than the Wares or Services), or due to such Hazardous Substanceany negligence or dishonesty of, including the costs and expenses or to any act of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokerscommission or omission by, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property Licensor or any part thereofof its employees or agents, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder all except to the extent that it such Loss is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud caused by Licensee's negligent actions or omissions or willful misconduct of such Indemnified Party misconduct; and providedin case any action, further, that Borrower suit or proceeding shall not have at any obligation to any Indemnified Party to time (either during or after the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party term hereof) be brought against Licensee by reason of the application of this paragraph any such claim, Licensor, if Licensee so requests, shall be payable on demand resist and shall bear interest defend such action, suit or proceeding, at the Default Rate from sole expense of the date loss or damage is sustained Licensor, by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsreputable counsel.
Appears in 3 contracts
Sources: License Agreement (Cpi Corp), License Agreement (Cpi Corp), License Agreement (Cpi Corp)
Indemnity. Each Borrower shall defendhereby agrees to indemnify, indemnify pay and hold harmless Lender Administrative Agent and each of its Affiliates Lenders and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals trustees, agents, investment advisors, collateral managers, servicers, and agents counsel of any of Administrative Agent and Lenders (collectively called the foregoing (including any Servicer"Indemnitees") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitee) in connection with any investigative, response, remedial, administrative or judicial proceeding commenced matter or threatenedproceeding, whether or not Lender such Indemnitee shall be designated a party theretothereto and including any such proceeding initiated by or on behalf of a Credit Party, court costs and costs the reasonable expenses of appeal at all appellate levelsinvestigation by engineers, investigation environmental consultants and laboratory feessimilar technical personnel and any commission, consultant fees and litigation expenses)fee or compensation claimed by any broker (other than any broker retained by Administrative Agent or Lenders) asserting any right to payment for the transactions contemplated hereby, that which may be imposed on, incurred by, by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Financing Documents (including (a)(i) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any Indemnified Party property now or previously owned, leased or operated by any Borrower, or any other Person of any Hazardous Materials or any Hazardous Materials Contamination, (collectively, the “Indemnified Liabilities”ii) in any manner, relating to or arising out of or relating to the offsite disposal of any materials generated or present on any such property or (iii) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by reason any condition, accident or event caused by any act or omission of the Loanany Borrower, including: (ib) any breach by Borrower proposed and actual extensions of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (iicredit under this Agreement) and the use or intended use of the proceeds of the Loan; Loans and (iiic) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission brokerage claims in connection with any Lease or other transaction involving the Property sale or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims leasing of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; providedProject, however, except that no Borrower shall not have any obligation hereunder to an Indemnitee with respect to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise liability resulting from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and providedIndemnitee, further, as determined by a final non-appealable judgment of a court of competent jurisdiction or for any liability with respect to clauses (a) or (c) first occurring after transfer of title of a Project following a foreclosure or pursuant to a conveyance in lieu of foreclosure provided that the applicable Borrower shall not have any obligation to any Indemnified Party to is no longer in possession of the applicable Project. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Borrower shall contribute the maximum portion which it is finally judicially determined that permitted to pay and satisfy under applicable law to the payment and satisfaction of all such Indemnified Liability arises solely from indemnified liabilities incurred by the failure of Lender Indemnitees or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsthem.
Appears in 3 contracts
Sources: Credit and Security Agreement (American Retirement Corp), Credit and Security Agreement (American Retirement Corp), Credit and Security Agreement (American Retirement Corp)
Indemnity. Borrower A. In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall defendbe consummated, indemnify the Credit Parties agree to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless Lender each of the Lead Arrangers and Agents and each Lender, and the respective partners, officers, directors, employees, agents, attorneys, and affiliates of each of the Lead Arrangers and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) Agents and each other Person, if any, who Controls Lender, its Affiliates or any of Lender (collectively called the foregoing (each, an “Indemnified PartyIndemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Credit Parties shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or any of its Affiliates as determined by a final judgment of a court of competent jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims (including environmental claims), costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented fees and disbursements of counsel for an Indemnified Party Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened by any Credit Party or any other Person, whether or not Lender any such Indemnitee shall be designated as a party or a potential party thereto, court costs and costs of appeal at all appellate levelsany fees or expenses incurred by Indemnitees in enforcing this indemnity), investigation whether direct, indirect or consequential and laboratory feeswhether based on any federal, consultant fees state or foreign laws, statutes, rules or regulations (including securities and litigation expensescommercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of this Agreement or by reason of the Loan, including: other Loan Documents or the transactions contemplated hereby or thereby (i) any breach by Borrower of its obligations under, including the Lenders’ agreements to make the Credit Extensions hereunder or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds thereof, or any enforcement of any of the Loan; Loan Documents (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership including the enforcement of the Security DocumentsGuaranty)).
B. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they violate any law or public policy, the Collateral Credit Parties shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any interest thereinof them.
C. To the extent permitted by applicable law, the Credit Parties and each of their Subsidiaries shall not assert, and each hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring inagents, on any theory of liability, for special, indirect, consequential or about punitive damages (as opposed to direct or actual damages) (whether or not the Property claim therefor is based on contract, tort or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) duty imposed by any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personalapplicable legal requirement) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatenedof, settlement reachedin connection with, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon as a result of, or in any way related to such Hazardous Substanceto, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property this Agreement or any part thereofother Loan Document, or any liability asserted against Lender with respect thereto; and (xiv) agreement or instrument contemplated hereby or thereby or referred to herein or therein, the claims of transactions contemplated hereby or thereby, any lessee of any portion Loan or the use of the Property proceeds thereof or any Person acting through act or under omission or event occurring in connection therewith, and the Credit Parties and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender claim or any third party such damages, whether or other respective agents not accrued and whether or not known or suspected to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of exist in its rights or remedies under the Loan Documentsfavor.
Appears in 3 contracts
Sources: Credit Agreement (Hospira Inc), Credit Agreement (Hospira Inc), Credit Agreement (Hospira Inc)
Indemnity. Borrower Tenant shall defendindemnify, indemnify hold harmless, and, at Landlord’s option (with such attorneys as Landlord may approve in advance and hold harmless Lender in writing), defend Landlord and each of its Affiliates and their respective successors and assignsLandlord’s officers, including the directors, officersshareholders, partners, members, shareholders, participantsmanagers, employees, professionals contractors, property managers, agents and agents of any of the foregoing (including any Servicer) mortgagees and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”)lien holders, from and against any and all liabilities“Losses” (hereinafter defined) arising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant’s Parties of any of the requirements, obligationsordinances, lossesstatutes, regulations or other laws referred to in this Article 10, including, without limitation, the Environmental Laws; (b) any breach of the provisions of this Article 10 by Tenant or any of Tenant’s Parties; or (c) any Hazardous Use by Tenant or any Tenant Parties on, about or from the Leased Premises of any Hazardous Material approved by Landlord under this Lease. The term “Losses” shall mean all claims, demands, expenses, actions, judgments, damages, penalties, actionsfines, judgmentsliabilities, losses of every kind and nature (including, without limitation, property damage, damages for the loss or restriction on use of any space or amenity within the Building or the Complex, damages arising from any adverse impact on marketing space in the Complex, sums paid in settlement of claims and any costs and expenses associated with injury, illness or death to or of any person), suits, claimsadministrative proceedings, costscosts and fees, expenses including, but not limited to, attorneys’ and disbursements of any kind or nature whatsoever (including the reasonable consultants’ fees and disbursements of counsel for an Indemnified Party in connection with any investigativeexpenses, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and the costs of appeal at all appellate levelscleanup, investigation remediation, removal and laboratory fees, consultant fees and litigation expenses)restoration, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or are in any way related to such Hazardous Substance, including any matter covered by the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsforegoing indemnity.
Appears in 3 contracts
Sources: Sublease Agreement (Atara Biotherapeutics, Inc.), Office Lease (Tobira Therapeutics, Inc.), Office Lease (Tobira Therapeutics, Inc.)
Indemnity. Borrower In addition to the payment of expenses pursuant to subsection 10.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify indemnify, pay and hold harmless Lender Agents and each of its Affiliates Lenders, and their respective successors and assignsthe officers, including the directors, officerstrustees, partners, members, shareholders, participants, employees, professionals agents, attorneys and agents affiliates of any of Agents and Lenders (collectively called the foregoing (including any Servicer"INDEMNITEES") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened by any Person, whether or not Lender any such Indemnitee shall be designated as a party or a potential party thereto), court costs whether direct, indirect or consequential and costs of appeal at all appellate levelswhether based on any federal, investigation state or foreign laws, statutes, rules or regulations (including, without limitation, securities and laboratory feescommercial laws, consultant fees statutes, rules or regulations and litigation expensesEnvironmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of this Agreement or by reason of the Loanother Loan Documents or the transactions contemplated hereby or thereby (including, including: (i) any breach by Borrower of its obligations underwithout limitation, Lenders' agreement to make the Loans hereunder or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, Loans or the Collateral issuance of Letters of Credit hereunder or any interest therein, the use or receipt intended use of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the PropertyLetters of Credit) (collectively called the "INDEMNIFIED LIABILITIES"); (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, provided that Borrower Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Party hereunder Liabilities to the extent extent, and only to the extent, of any particular liability, obligation, loss, damage, penalty, claim, cost, expense or disbursement that it is finally judicially determined that such Indemnified Liabilities arise arose from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined violative of any law or public policy, Company shall contribute the maximum portion that such it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liability arises solely from Liabilities incurred by the failure of Lender Indemnitees or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsthem.
Appears in 3 contracts
Sources: Credit Agreement (Sherman Acquisition Corp), Credit Agreement (Gulf State Credit LLP), Credit Agreement (Account Portfolios Gp Inc)
Indemnity. Borrower Subject to Section 9.7, except to the extent caused by the negligence or willful misconduct of Landlord or any of its employees, officers, contractors or agents, Tenant shall defenddefend with counsel approved by Landlord in Landlord’s reasonable discretion (Landlord acknowledging that counsel appointed by Tenant’s insurer is acceptable), indemnify and hold harmless Lender and each of Landlord, its Affiliates affiliates, and their respective successors and assigns, including the directorsemployees, officers, directors, partners, members, members and shareholders, participantsthe property manager, employees, professionals and agents of any Mortgagees of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”)Property, from and against any and all liabilities, obligationslosses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, claims, demands or judgments of any nature arising from or with respect to (a) any injury to or death of any person or damage to or loss of property in or on the Premises or connected with the use, condition or occupancy of any thereof, (b) any act, omission, fault, misconduct, negligence or violation of applicable laws and regulations by Tenant or any Tenant Parties, including without limitation on account of any construction or other work by Tenant on or about the Premises pursuant to Article 8 or otherwise, or (c) any Hazardous Substances or other pollutants brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged on, in or from the Premises or the Property, or allowed, permitted or suffered to be brought, generated, stored, used, installed, disposed of, spilled, released, emitted or discharged thereon, therein or therefrom, by Tenant or any Tenant Parties, in violation of Section 7.6 or otherwise. Subject to Section 9.7, except to the extent resulting from the negligence or willful misconduct of Tenant or any person claiming by, through, or under Tenant, Landlord shall defend with counsel approved by Tenant in Tenant’s reasonable discretion (Tenant acknowledging that counsel appointed by Landlord’s insurer is acceptable), indemnify and hold harmless Tenant, all employees, officers, directors, partners, members and shareholders of Tenant from and against any and all liabilities, losses, damages, penaltiescosts, actionsexpenses (including reasonable attorneys’ fees and expenses), judgmentscauses of action, suits, claims, costs, expenses and disbursements demands or judgments of any kind nature arising from or nature whatsoever (including the reasonable fees and disbursements with respect to Landlord’s or any of counsel for an Indemnified Party in connection with any investigativeLandlord’s employees’, administrative or judicial proceeding commenced or threatenedofficers’, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred bycontractors’, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud agents’ negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender resulting in personal injury or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsbodily harm.
Appears in 3 contracts
Sources: Lease Agreement (Codiak BioSciences, Inc.), Lease Agreement (Codiak BioSciences, Inc.), Lease Agreement (Codiak BioSciences, Inc.)
Indemnity. (a) . Borrower shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security DocumentsMortgage, the Collateral Property or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder (A) to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party or (B) for any event or condition that first arises on or after the date on which Lender or any Affiliate of Lender acquires title to the Property (whether at foreclosure sale, a transfer in lieu of foreclosure or any other transfer); providedthat Borrower’s obligation to indemnify the Indemnified Parties with respect to an event or condition specified in clauses (viii) through (xi) above (relating to Hazardous Substances) shall continue in perpetuity after Lender or its Affiliates acquires title or control of the Property unless such specified event or condition occurs during or after Lender’s (or its Affiliate’s) period of ownership and provided, further, provided that Borrower shall not have any obligation to any Indemnified Party to bear the extent that it is finally judicially determined burden of proving that such Indemnified Liability arises solely from the failure specified event or condition occurred during Lender’s (or such Affiliate’s) period of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. ownership.. Any amounts payable to any Indemnified Party by reason of the application of this paragraph Section 5.30 shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure.
Appears in 3 contracts
Sources: Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc)
Indemnity. Borrower shall defend(a) Hertz agrees to indemnify, indemnify hold harmless, and hold harmless Lender and each of defend the QI, its Affiliates and their respective successors and assigns, including the directorsagents, officers, partners, members, shareholders, participantsdirectors, employees, professionals members and agents of any of the foregoing affiliates (including any Servicereach a “QI Indemnitee”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party suffered in connection with any investigative, administrative claims or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder actions to the extent that it is finally judicially determined that directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), unless such Indemnified Liabilities arise losses, liabilities, costs or expenses resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of a QI Indemnitee. This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement. This indemnity shall include any and all claims arising from or in connection with the presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to terms or similar terms may be defined in the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure provisions of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities local laws, irrespective of whether such laws, regulations, directives or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of ordinances are in existence at the application date of this paragraph Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any property, including the rental and use of any equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent related to the QI’s involvement under this Agreement.
(b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall be payable on demand defend the claim at its expense and shall bear interest at pay any settlements approved by the Default Rate from QI Indemnitee and any judgments which may be finally awarded; provided that, Hertz shall have the date loss right to control the defense of such third party claims or damage is sustained by any Indemnified Party until paidactions. The obligations QI Indemnitee agrees to consult and liabilities of Borrower under this Section 5.30 shall survive cooperate to the Term and the exercise extent reasonably deemed necessary by Lender of any of its rights or remedies under the Loan DocumentsHertz in such defense.
Appears in 3 contracts
Sources: Master Exchange Agreement, Master Exchange Agreement (Hertz Global Holdings, Inc), Master Exchange Agreement (Hertz Global Holdings Inc)
Indemnity. Borrower (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the Transactions shall defendbe consummated, indemnify Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless Lender Agents and each of its Affiliates Lenders, and their respective successors and assignsthe Officers, including the directors, officers, partners, members, shareholders, participantstrustees, employees, professionals agents, advisors and agents Affiliates of any of Agents and Lenders (collectively called the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyIndemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee or its related parties as determined by a final judgment of a court of competent jurisdiction.
(b) As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claimsclaims (including Environmental Claims), costscosts (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented out-of-pocket fees and disbursements of counsel for an Indemnified Party Indemnitees in connection with any investigative, administrative or judicial proceeding Proceeding commenced or threatenedthreatened by any Person, whether or not Lender any such Indemnitee shall be designated as a party or a potential party thereto, court costs and costs of appeal at all appellate levelsany fees or expenses incurred by Indemnitees in enforcing this indemnity), investigation whether direct, indirect or consequential and laboratory feeswhether based on any federal, consultant fees state or foreign laws, statutes, rules or regulations (including securities and litigation expensescommercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, this Agreement or any misrepresentation by Borrower contained in, any the other Loan Document; Documents or the Transactions (ii) including Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof or the issuance of Letters of Credit hereunder or the use or intended use of any thereof, the failure of Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Authority, or any enforcement of any of the Loan; Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranties), (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect thereto or (iii) any information provided by Environmental Claim or on behalf of Borrowerany Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or contained in any documentation approved by Borrower; (iv) ownership practice of the Security Documents, the Collateral Company or any interest therein, or receipt of any Rentsits Subsidiaries; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder except to the extent that it is finally judicially determined that such Indemnified Liabilities arise Environmental Claim or Hazardous Materials Activity arises solely from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially Indemnitee as determined that such Indemnified Liability arises solely from the failure by a final judgment of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason a court of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentscompetent jurisdiction.
Appears in 3 contracts
Sources: Credit Agreement (U.S. Silica Holdings, Inc.), Credit Agreement (U.S. Silica Holdings, Inc.), Credit Agreement (U.S. Silica Holdings, Inc.)
Indemnity. Borrower (a) Each Credit Party shall defend, jointly and severally indemnify and hold harmless Lender and each of its Affiliates Co-Agent, each Lender, and their respective successors Affiliates, and assigns, including the directors, each such Person's respective officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys, agents and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing representatives (each, an “"Indemnified Party”Person"), from and against any and all liabilitiessuits, obligationsactions, proceedings, claims, damages, losses, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements and other costs of counsel for an investigation or defense, including those incurred upon any appeal) that may be instituted or asserted against or incurred by any such Indemnified Party Person as the result of credit having been extended, suspended or terminated under this Agreement and the other Loan Documents and the administration of such credit, and in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of the transactions contemplated hereunder and thereunder and any actions or by reason failures to act in connection therewith, including any and all Environmental Liabilities and legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the LoanLoan Documents (collectively, including"Indemnified Liabilities"); provided, that: (i) the liability of WD UK or WS IS, as the case may be, under this Section 1.13 shall be limited to the net book value of such Credit Party's assets; and (ii) no such Credit Party shall be liable for any indemnification to an Indemnified Person to the extent that any such suit, action, proceeding, claim, damage, loss, liability or expense results solely from (A) such Indemnified Person's gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, or (B) disputes among Co-Agents and Lenders that are not caused by any action or inaction of any Credit Party or any Subsidiary of any Credit Party. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO ANY LOAN DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR TERMINATED UNDER ANY LOAN DOCUMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.
(b) To induce Lenders to provide the LIBOR Rate option on the terms provided herein, if: (i) any breach by Borrower LIBOR Loans are repaid in whole or in part prior to the last day of its obligations under, any applicable LIBOR Period (whether such repayment is made pursuant to any provision of this Agreement or any misrepresentation by Borrower contained in, any other Loan Document; (ii) the use Document or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or occurs as a consequence result of any Lease; providedacceleration, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud by operation of law or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents.otherwise);
Appears in 3 contracts
Sources: Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp), Credit Agreement (Western Digital Corp)
Indemnity. Borrower shall The Company and Uptick agrees to indemnify, defend, indemnify and hold harmless Lender each other and each of its Affiliates and their respective successors and assignsaffiliates, including the directors, officers, partnerscounsel, employees, agents, members, shareholdersmanagers, participantssuccessors, employeesassigns, professionals and agents of any of controlling persons (as defined in the foregoing (including any ServicerAct) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), ) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever liabilities (including the reasonable fees any investigatory, legal, and disbursements of counsel for other expenses incurred as they are incurred by an Indemnified Party in connection with preparing for or defending any investigativeaction, administrative claim, or judicial proceeding commenced or threatenedproceeding, whether or not Lender shall be designated a party theretoresulting in any liability) (collectively, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against “Indemnifiable Losses”) to which any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, may become subject or liable relating to or arising out of (a) the Agreement or by reason of the Loanservices to be performed under the Agreement or any agreement between the parties to this Agreement, including: (ib) any breach by Borrower of its obligations under, transactions referred to in the Agreement or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) transactions arising out of or related to such Hazardous Substance; the transactions contemplated by the Agreement, (xc) any lawsuit brought inaccuracy in or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation breach in the representations and warranties of the Environmental Laws which is based upon or Company contained in any way related to such Hazardous Substancethis Agreement, including the costs and expenses of any Remedial Work; (xiid) any failure of the Property Company to comply with any Legal Requirement; (xiii) any claim by brokersperform its obligations under this Agreement, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving provided that the Property or any part thereof, or any liability asserted against Lender with respect thereto; Company and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower Uptick shall not have any obligation be liable to any an Indemnified Party hereunder in any such case to the extent that it any such Indemnifiable Loss is found in a final, nonappealable judgment by a court of competent jurisdiction to have resulted as a direct and proximate cause from the willful misconduct or gross negligence of an Indemnified Party. No Indemnified Party shall be liable, responsible, or accountable in damages and costs and expenses (including attorneys’ fees) under this Agreement except for any liability for losses, claims, damages, or liabilities finally judicially determined that such Indemnified Liabilities arise to have resulted solely and exclusively from the gross negligence, illegal acts, fraud actions taken or willful misconduct omitted to be taken as a direct result of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender Party’s gross negligence or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentswillful misconduct.
Appears in 3 contracts
Sources: Consulting Agreement (Nutrafuels Inc), Consulting Agreement (Nutrafuels Inc), Consulting Agreement (Nutrafuels Inc)
Indemnity. Borrower (a) Indirect Parent, Second Intermediary Parent, First Intermediary Parent and Parent shall defendindemnify, indemnify defend and hold harmless Lender and each of its Affiliates and their respective successors and assignsharmless, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), Purchaser from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any and all liabilitiesTaxes whensoever arising with respect to or relating to the Company that are attributable to any taxable period ending on or prior to the Closing Date and, obligationsin the case of a taxable period that includes, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including but does not end on the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelyClosing Date, the “Indemnified Liabilities”portion of such taxable period that ends on the Closing Date, (ii) in any mannerand all Taxes of Parent, relating Indirect Parent or any subsidiaries or Affiliates thereof other than the Company, whensoever arising, regardless of the period to which such Taxes relate, imposed on the Company arising out of Treasury Regulation (S) 1.1502-6 or any comparable provision of foreign, state, local or subnational law or Taxes of such entities for which the Company is otherwise liable, (iii) any and all Taxes arising out of or by reason constituting a breach of any representation, warranty, or covenant of the LoanParent, including: Second Intermediary Parent, First Intermediary Parent, Indirect Parent or the Company contained in this Article VIII (The foregoing items (i) through (iii) shall collectively be referred to herein as "Parent's Taxes"). Parent's Taxes shall include, with respect to any taxable period commencing before the Closing Date and ending after the Closing Date (a "Straddle Period"), all Taxes relating to the Company attributable to the portion of the Straddle Period prior to and including the Closing Date (the "Pre-Closing Period"). For purposes of such Straddle Periods, the portion of any Tax that is attributable to the Pre-Closing Period shall be (i) in the case of a Tax that is not based on net income, gross income, sales, premiums or gross receipts, the total amount of such Tax for the period in question multiplied by a fraction, the numerator of which is the number of days in the Pre-Closing Period, and the denominator of which is the total number of days in such Straddle Period, and (ii) in the case of a Tax that is based on any of net income, gross income, sales, premiums or gross receipts, the Tax that would be due with respect to the Pre-Closing Period if such Pre-Closing Period were a separate taxable period, except that exemptions, allowances, deductions or credits, exclusive of the amount by which they are increased or decreased as a result of the transactions contemplated hereby, and which are calculated on an annual basis (such as the deduction for depreciation or capital allowances) shall be apportioned on a per diem basis.
(b) Purchaser shall indemnify, defend and hold harmless Parent and its affiliates from and against and in respect of and shall be responsible for and shall timely pay or cause to be paid (i) any breach by Borrower and all Taxes with respect to the Company, that are attributable to any taxable period commencing after the Closing Date and, in the case of its obligations undera Straddle Period, or any misrepresentation by Borrower contained in, any Loan Document; the portion of such taxable period that begins on the day after the Closing Date and all other Taxes imposed on the Company which are not Parent's Taxes ("Purchaser's Taxes") and (ii) the use any losses incurred by Parent, Second Intermediary Parent, First Intermediary Parent or intended use Indirect Parent attributable to a breach of the proceeds any representation, warranty or covenant of the Loan; (iii) any information provided by Purchaser or on behalf of Borrower, or Merger Sub contained in any documentation approved by Borrower; this Article VIII.
(ivc) ownership of the Security Documents, the Collateral If Purchaser or any interest thereinAffiliate files any Return which includes payment of Parent's Taxes, Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall reimburse Purchaser for such Parent's Taxes within ten (10) days following written notice that payment of such amounts to the appropriate tax authority is due, provided that payment shall not be required earlier than two (2) days before it is due to the appropriate tax authority. If Parent, Second Intermediary Parent, First Intermediary Parent or receipt Indirect Parent files any Return which includes payments of any Rents; Purchaser's Taxes, Purchaser shall reimburse Parent, Second Intermediary Parent, First Intermediary Parent or Indirect Parent, as relevant, for such Purchaser's Taxes within ten (v10) any accidentdays following written notice that payment of such amounts to the appropriate tax authority is due, injury provided that payment shall not be required earlier than two (2) days before it is due to the appropriate tax authority. Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent shall timely provide to Purchaser all information and documents within the possession of Parent, Second Intermediary Parent, First Intermediary Parent or death of persons Indirect Parent (or loss of their auditors, advisors or damage Affiliates) and signatures and consents necessary for Purchaser to property occurring in, on properly prepare and file the Returns described in the second preceding sentence or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with the determination of any Lease or other transaction involving the Property Tax liability or any part thereofaudit, examination or proceeding. Purchaser shall timely provide to Parent, Second Intermediary Parent, First Intermediary Parent and Indirect Parent all information and documents within its possession or the possession of its auditors, advisors or affiliates and signatures and consents necessary for Parent, Second Intermediary Parent, First Intermediary Parent and Indiredt Parent properly to prepare and file the Returns described in the second preceding sentence or in connection with the determination of any Tax liability or any liability asserted against Lender audit, examination or proceeding. Each party hereto shall reasonably cooperate with respect thereto; the other (at their own expense) party to obtain other information or documents necessary or appropriate to prepare and (xiv) file Returns or elections or necessary or appropriate in connection with the claims determination of any lessee of any portion of the Property Tax liability or any Person acting through audit, examination or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsproceeding.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp), Agreement and Plan of Reorganization (Xenogen Corp)
Indemnity. Borrower shall a. Buyer shall, at Buyer’s sole cost and expense defend, indemnify and hold harmless Lender Seller and each of its Affiliates parent, subsidiary and affiliated companies and their respective successors officers, directors, employees and assignsagents (“Seller Indemnified Parties”) harmless from and against all third party claims, demands, suits, actions, proceedings and litigation, all direct losses, costs, damages, obligations, judgments, expenses and fees, including the directorswithout limitation, officers, partners, members, shareholders, participants, employees, professionals reasonable attorneys’ fees and agents of any of the foregoing expenses (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an collectively “Indemnified PartyLosses”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind suffered or nature whatsoever (including the reasonable fees and disbursements of counsel for an incurred by a Seller Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason in connection with Buyer’s use or any of its licensees’ use of the LoanMarks pursuant to this Agreement and the subject matter hereof, includingincluding without limitation, those relating to: (i) any breach by Borrower the offer or sale of its obligations under, or any misrepresentation by Borrower contained in, any Loan Documentthe Products using the Marks; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of any person or damage to any property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or wayswhatsoever; (viiii) any usethe alleged or actual violation of applicable law or regulation regarding false and/or misleading advertising, nonuse or condition infraud, on or about unfair trade practices and/or anti-competitive practices, in relation to the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysoperation of the Retail Station Business; (viiiv) performance the violation by Buyer or its licensees of any labor applicable law, regulation or services or the furnishing of any materials or other property in respect of the Propertyindustry standard; and/or (viiiv) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, alleged or threatened actual violation of third party rights regarding the realization and/or the release of any Hazardous Substance on, from or affecting advertising using the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of Marks during the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseTerm; provided, however, that Borrower in no event shall not have any obligation the foregoing indemnity extend to any Indemnified Party hereunder Losses to the extent that it is finally judicially determined that such they arise out of a breach of Seller’s express covenants, representations and warranties hereunder (collectively, “Seller’s Actions”).
b. Seller shall, at Seller’s sole cost and expense, defend, indemnify and hold Buyer and its parent subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Buyer Indemnified Liabilities arise Parties”) harmless from and against all Losses arising out of or in connection with Seller’s Actions; provided however, in no event shall the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation foregoing indemnity extend to any Indemnified Party Losses to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender caused by Buyer’s negligence or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application Buyer’s breach of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss Agreement or damage is sustained by any Indemnified Party until paid. The obligations and liabilities violation of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentslaw.
Appears in 3 contracts
Sources: Petroleum Products Supply Agreement, Petroleum Products Supply Agreement (CST Brands, Inc.), Petroleum Products Supply Agreement (CST Brands, Inc.)
Indemnity. Borrower shall defend, Lessor agrees to indemnify and hold save harmless Lender Lessee and each of its Affiliates and their respective successors and assignsparents, including the subsidiaries, affiliates, directors, officers, partners, members, shareholders, participants, employees, professionals agents, servants, attorneys and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), representatives from and against any and all liabilitiesclaims, obligations, lossescauses of action, damages, penalties, actionsfines, judgments, suitspenalties, claimscosts (including environmental clean-up costs and response costs), costsliabilities, expenses and disbursements of any kind or nature whatsoever losses (including the without limitation, reasonable attorneys' fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; litigation) arising during or after the Term: (xiia) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to as a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims result of any lessee violation by Lessor of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” local environmental laws or regulations thereunder. Any amounts payable regulations, as now or hereinafter in effect, regulating, relating to or imposing liability or imposing standards of conduct concerning any Indemnified Party by reason Hazardous Materials ("Environmental Laws") relating to the Premises; or (b) as a result of the application presence, disturbance, discharge, release, removal or cleanup of this paragraph shall be payable on demand Hazardous Materials as a result of environmental contamination or other similar conditions which occurred or first arose prior to commencement of the Term and shall bear interest at during the Default Rate from period of Lessor's ownership of the date loss Premises; or damage is sustained (c) as a result of any violation of the accessibility or path of travel requirements imposed by ADA; or (d) as a result of any Indemnified Party until paidof Lessor's representations and warranties being untrue. The obligations and liabilities of Borrower under this Section 5.30 These indemnities shall survive the Term expiration, cancellation or termination of the Lease. Lessee agrees to indemnify and save harmless Lessor and its stockholders, affiliates, directors, officers, employees, agents, servants, attorneys and representatives from any and all claims, causes of action, damages, fines, judgments, penalties, costs (including environmental clean-up costs and response costs), liabilities, expenses or losses (including without limitation, reasonable attorneys' fees and expenses of litigation) arising during or after the exercise Term: (a) as a result of Lessee's use and occupancy of the Premises, including, without limitation, any violation by Lender Lessee of any Environmental Laws relating to the Premises; or (b) as a result of its rights the presence, disturbance, discharge, release, removal or remedies under cleanup of Hazardous Materials as a result of environmental contamination or other similar condition which occurred or first arose after the Loan Documentscommencement of the Term. These indemnities shall survive for a period of three (3) years following the expiration, cancellation or termination of this Lease.
Appears in 3 contracts
Sources: Lease Agreement (Hughes Supply Inc), Lease Agreement (Hughes Supply Inc), Lease Agreement (Hughes Supply Inc)
Indemnity. Borrower shall defend(i) The Mortgagor agrees to indemnify, indemnify pay and hold harmless Lender the Mortgagee and each of its Affiliates the other Secured Parties and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals agents and agents of any Affiliates of the foregoing (including any Servicer) Mortgagee and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing other Secured Parties (eachcollectively, an the “Indemnified PartyIndemnitees”), ) from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs (including, without limitation, settlement costs), expenses and or disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding proceeding, commenced or threatened, whether or not Lender such Indemnitee shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that which may be imposed on, incurred by, by or asserted against that Indemnitee, in any Indemnified Party manner relating to or arising out hereof, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (collectivelyincluding, without limitation, any misrepresentation by the Mortgagor in this Mortgage, the Indenture, the Notes, any other Collateral Document or any other document evidencing the Secured Obligations (the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease); provided, however, that Borrower the Mortgagor shall not have any no obligation to any an Indemnitee hereunder with respect to Indemnified Party hereunder Liabilities to the extent that it is finally judicially has been determined by a final decision (after all appeals and the expiration of time to appeal) by a court of competent jurisdiction that such Indemnified Liabilities arise arose from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to Indemnitee. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such violative of any law or public policy, the Mortgagor shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Liability arises solely from Liabilities incurred by the failure of Lender Indemnitees or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsthem.
Appears in 3 contracts
Sources: Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Jacobs Entertainment Inc), Leasehold Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Jacobs Entertainment Inc), Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing (Jacobs Entertainment Inc)
Indemnity. Borrower shall defend(a) Hertz agrees to indemnify, indemnify hold harmless, and hold harmless Lender and each of defend the QI, its Affiliates and their respective successors and assigns, including the directorsagents, officers, partners, members, shareholders, participantsdirectors, employees, professionals members and agents of any of the foregoing affiliates (including any Servicereach a “QI Indemnitee”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all losses, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party suffered in connection with any investigative, administrative claims or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder actions to the extent that it is finally judicially determined that directly related to the QI’s involvement under this Agreement as a “Qualified Intermediary”, pursuant to Treasury Regulation Section 1.1031(k)-1(g)(4)(iii), unless such Indemnified Liabilities arise losses, liabilities, costs or expenses resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of a QI Indemnitee. This indemnity shall include losses, liabilities and claims resulting from payments, withdrawals or orders made or purported to be made in accordance with, or from actions taken in good faith and in reliance upon the provisions of this Agreement. This indemnity shall include any and all claims arising from or in connection with the presence, release, threat of release, generation, analysis, storage, transportation, discharge or disposal of hazardous substances or hazardous materials (as such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to terms or similar terms may be defined in the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure provisions of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities local laws, irrespective of whether such laws, regulations, directives or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of ordinances are in existence at the application date of this paragraph Agreement) to, in, under, about, adjacent, or from any Relinquished Property or Replacement Property, and all costs of investigation, soil and water sampling, drilling, testing, reporting, repair, removal, remediation, clean-up, closure, decontamination and detoxification of any property, including the rental and use of any equipment used in connection therewith; and including the cost of any professionals and persons performing any services in connection with any environmental clean-up, in each case, to the extent related to the QI’s involvement under this Agreement.
(b) If the QI Indemnitee seeks indemnification for any loss, liability, cost, expense, claim or action described in Section 5.02(a) above, Hertz shall be payable on demand defend the claim at its expense and shall bear interest at pay any settlements approved by the Default Rate from QI Indemnitee and any judgments which may be finally awarded, provided that Hertz shall have the date loss right to control the defense of such third party claims or damage is sustained by any Indemnified Party until paidactions. The obligations QI Indemnitee agrees to consult and liabilities of Borrower under this Section 5.30 shall survive cooperate to the Term and the exercise extent reasonably deemed necessary by Lender of any of its rights or remedies under the Loan DocumentsHertz in such defense.
Appears in 3 contracts
Sources: Master Exchange Agreement (Hertz Global Holdings Inc), Master Exchange Agreement (Hertz Corp), Master Exchange Agreement (Hertz Global Holdings Inc)
Indemnity. Borrower shall defend, (a) The Corporation (the “Indemnitor”) hereby agrees to indemnify and hold harmless Lender the Agent, and its subsidiaries or affiliates, and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals employees and agents of any of (hereinafter referred to as the foregoing (including any Servicer“Personnel”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), harmless from and against any and all liabilitiesexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, lossesor liabilities, damageswhether joint or several, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements expenses of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses)their counsel, that may be imposed onincurred in advising with respect to and/or defending any actual or threatened claims, incurred byactions, suits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or asserted otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(i) the Agent and/or its Personnel have been grossly negligent or have committed wilful misconduct or any Indemnified Party fraudulent act in the course of such performance; and
(collectivelyii) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in (i). Without limiting the generality of the foregoing, this indemnity shall apply to all reasonable expenses (including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or litigation that may be threatened or brought against the Agent.
(b) If for any reason (other than the occurrence of any of the events itemized in (a)(i) and (a)(ii) above), the “Indemnified Liabilities”) foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold the Agent or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the Indemnitor and the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any mannerevent contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, relating loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent hereunder.
(c) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agent by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Indemnitor and/or the Agent, and/or any Personnel of the Agent shall be required to testify in connection therewith or arising out of shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the Loanperformance of professional services rendered to the Indemnitor by the Agent or any Personnel, including: then the Agent and such Personnel shall have the right to employ its own counsel in connection therewith provided the Agent and such Personnel act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (iincluding an amount to reimburse the Agent for time spent by the Agent’s Personnel in connection therewith) and out-of-pocket expenses incurred by their Personnel in connection therewith shall be paid by the Indemnitor as they occur.
(d) Promptly after receipt of notice of the commencement of any breach legal proceeding against the Agent or any of the Agent’s Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by Borrower the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations underto indemnify the Agent and/or any Personnel. The Indemnitor shall, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borroweritself and the Agent and/or any Personnel, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documentsas applicable, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving (but not required) to assume the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims defence of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leasesuit brought to enforce such legal proceeding; provided, however, that Borrower the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Agent and its Personnel shall have any obligation the right to appoint its or their own separate counsel at the Indemnitor’s cost provided the Agent acts reasonably in selecting such counsel.
(e) The indemnity and contribution obligations of the Indemnitor shall be in addition to any Indemnified Party hereunder liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the extent that it is finally judicially determined that such Indemnified Liabilities arise from Personnel of the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party Agent and provided, further, that Borrower shall not have any obligation to any Indemnified Party be binding upon and inure to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure benefit of Lender or any third party or other respective agents to comply with any applicable federalsuccessors, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason assigns, heirs and personal representatives of the application Indemnitor, the Agent and any of this paragraph shall be payable on demand and shall bear interest at the Default Rate from Personnel of the date loss or damage is sustained by any Indemnified Party until paidAgent. The obligations and liabilities of Borrower under this Section 5.30 foregoing provisions shall survive the Term and the exercise by Lender completion of professional services rendered under this Agreement or any termination of its rights or remedies under the Loan Documentsthis Agreement.
Appears in 3 contracts
Sources: Agency Agreement, Agency Agreement, Agency Agreement
Indemnity. Borrower shall defendEach Grantor hereby agrees, jointly with the other Grantors and severally, to indemnify the Notes Collateral Agent and hold harmless Lender and each of its Affiliates the Secured Parties, and their respective successors and successors, assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals agents and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing employees (each, an and “Indemnified PartyIndemnitee”), from and against any and all liabilities, obligations, losses, damages, penalties, actionssuits and reasonable and documented out-of-pocket costs and expenses (including the reasonable and documented fees, judgments, suits, claims, costs, expenses charges and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigativeIndemnitee) of any kind and nature (including, administrative without limitation, all expenses of litigation or judicial proceeding commenced or threatened, preparation therefor whether or not Lender shall be designated the Notes Collateral Agent or any Secured Party is a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be ) imposed on, incurred by, by or asserted against any Indemnified Party (collectivelythe Notes Collateral Agent or the Secured Parties, the “Indemnified Liabilities”) or their respective successors, assigns, agents and employees, in any manner, way relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations underthis Security Agreement, or the manufacture, purchase, acceptance, rejection, ownership, delivery, lease, possession, use, operation, condition, sale, return or other disposition of any misrepresentation Collateral (including, without limitation, latent and other defects, whether or not discoverable by Borrower contained in, any Loan Document; (ii) the use Notes Collateral Agent or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral Secured Parties or any interest thereinGrantor, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokersfor patent, finders trademark or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereofcopyright infringement); provided that such indemnity shall not, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder Indemnitee, be available to the extent that it is finally judicially such losses, claims, damages, liabilities or related expenses are determined that such Indemnified Liabilities arise by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower Indemnitee. This Section 8.16 shall not have apply with respect to Taxes other than any obligation to Taxes that represent losses or damages arising from any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsnon-Tax claim.
Appears in 3 contracts
Sources: Pledge and Security Agreement (Microchip Technology Inc), Pledge and Security Agreement (Microchip Technology Inc), Pledge and Security Agreement (Microchip Technology Inc)
Indemnity. Whether or not the transactions contemplated hereby shall be consummated, Borrower shall agrees to defend, protect and indemnify and hold harmless Lender Lender, its participants and each of its Affiliates their assigns, and each of their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals affiliates and agents of any of the foregoing (including any Servicer) and each other Personcollectively, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyPersons”), ) from and against against, and agrees to hold each such Indemnified Person harmless from, any and all liabilitieslosses, claims, damages, obligations, losses, damagesjudgments, penalties, actionsand liabilities and related costs and expenses, judgmentsincluding, suitswithout limitation, claimsreasonable counsel fees and expenses, costs, expenses and disbursements incurred by such Indemnified Person arising out of any kind claim, action, suit, litigation, investigation or nature whatsoever proceeding (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated such Indemnified Person is a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that which may be imposed on, incurred by, or asserted against any Indemnified Party Person (collectivelywhether direct, the “Indemnified Liabilities”indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or in equity, or in contract or otherwise) in any manner, manner relating to or arising out of or by reason of this Agreement, the Loan, including: (i) any breach by Borrower of its obligations underRelated Documents, or any misrepresentation by Borrower contained inact, any event or transaction related or attendant hereto or thereto, the making and the management of the Loan Document; (ii) or the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseLoan hereunder; provided, however, that Borrower such indemnity shall not have any obligation apply to any Indemnified Party hereunder such losses, claims, damages, or liabilities or related expenses determined by a court of competent jurisdiction to the extent that it is finally judicially determined that such Indemnified Liabilities arise have arisen from the gross negligence, illegal acts, fraud negligence or willful wilful misconduct of such Indemnified Party and provided, further, Person. The agreements of Borrower in this subsection shall be in addition to any of the Indebtedness that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereundermay otherwise have. Any All amounts payable to any Indemnified Party by reason of the application of due under this paragraph subsection shall be payable on as incurred upon written demand therefor, shall be added to the Indebtedness of the Borrower and shall bear interest at the Default Rate from Rate, and shall be secured by the date loss Collateral. To the extent that the undertaking to indemnify, pay and hold harmless set forth in this subsection may be unenforceable because it is violative of any law or damage public policy, the Borrower shall contribute the maximum portion which it is sustained permitted to pay and satisfy under applicable law, to the payment and satisfaction of all matters incurred by any the Indemnified Party until paidPersons. The obligations provisions of and liabilities of Borrower under undertakings and indemnifications set out in this Section 5.30 shall survive the Term satisfaction and payment of the Indebtedness of the Borrower and the exercise by Lender termination of any of its rights or remedies under the Loan Documentsthis Agreement.
Appears in 3 contracts
Sources: Business Loan Agreement (NANOPHASE TECHNOLOGIES Corp), Business Loan Agreement (NANOPHASE TECHNOLOGIES Corp), Business Loan Agreement (NANOPHASE TECHNOLOGIES Corp)
Indemnity. Borrower shall defend, The Grantee must indemnify and hold harmless Lender keep the Trust and each of its Affiliates agents, employees and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing officers indemnified against:
(including any Servicera) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, damages and expenses and disbursements of any kind or nature whatsoever (including relating to the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), Project that may be imposed onincurred by the Trust or its agents, incurred byemployees or officers (including, without limitation, liability or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”damages arising from environmental damage) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leasenegligent or wrongful act or omission of the Grantee or of any agent, employee, contractor, associate or officer of the Grantee; providedand
(b) unless otherwise agreed in writing between the parties, howeverall liabilities, costs, damages and expenses that Borrower shall not have may be incurred by the Trust or its agents, employees or officers (including, without limitation, liability or damages arising from environmental damage) as a consequence of any obligation commercialisation or exploitation of any Intellectual Property by the Grantee or of any agent, employee, contractor, associate or officer of the Grantee;
(c) without limitation to paragraphs (a) and (b), all legal costs (on a solicitor/solicitor basis) and other costs incurred in defending any Indemnified Party hereunder action or claim relating to the Project brought against the Trust or its agents, employees or officers as a consequence of any act or omission, or alleged negligent or wrongful act or omission of the Grantee or of any agent, employee, contractor, associate or officer of the Grantee.
(d) The Grantee’s liability under the indemnity in this clause 14 will be reduced proportionately to the extent that it is finally judicially determined that such Indemnified Liabilities arise from any act or omission (whether negligent or not) of the gross negligenceTrust or it’s agents, illegal actsemployees, fraud contractors, and associates or willful misconduct of such Indemnified Party and provided, further, that Borrower shall officers (not have any obligation to any Indemnified Party being the Grantee) contributed to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender relevant liability, cost, damage or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsloss.
Appears in 3 contracts
Sources: Funding Agreement, Funding Agreement, Funding Agreement
Indemnity. Borrower Whether or not the transactions contemplated hereby shall defendbe consummated, indemnify each Company agrees to indemnify, pay and hold harmless the Agent and each Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents any subsequent holder of any of the foregoing (including any Servicer) Notes, Letter of Credit Liabilities or Lender Interest and each other Personthe officers, if anydirectors, who Controls Lender, its Affiliates or any employees and agents of the foregoing Agent, each Lender and such holders (each, an “Indemnified Party”), collectively called the "Indemnitees") from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitee) in connection with any investigative, administrative or judicial proceeding commenced or threatenedproceeding, whether or not Lender such Indemnitee shall be designated a party theretothereto and including any such proceeding initiated by or on behalf of such Company or any of its Subsidiaries or Holdings, court costs and costs the expenses of appeal at all appellate levelsinvestigation by engineers, investigation environmental consultants and laboratory feessimilar technical personnel and any commission, consultant fees and litigation expenses)fee or compensation claimed by any broker (other than any broker retained by NationsCredit) asserting any right to payment for the transactions contemplated hereby, that which may be imposed on, incurred by, by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the other Operative Documents (including (i)(A) as a direct or indirect result of the presence on or under, or escape, seepage, leakage, spillage, discharge, emission or release from, any Indemnified Party property now or previously owned, leased or operated by such Company or any of its Subsidiaries of any Hazardous Materials or any Hazardous Materials Contamination, (collectively, the “Indemnified Liabilities”B) in any manner, relating to or arising out of or relating to the offsite disposal of any materials generated or present on any such property or (C) arising out of or resulting from the environmental condition of any such property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or , accident or event caused by reason any act or omission of the Loan, including: (i) such Company or any breach by Borrower of its obligations underSubsidiaries, or any misrepresentation by Borrower contained in, any Loan Document; and (ii) proposed and actual extensions of credit under this Agreement) and the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security DocumentsNotes, the Collateral Letters of Credit and the Lender Interest, except that such Company shall have no obligation hereunder to an Indemnitee with respect to any liability resulting from the gross negligence or wilful misconduct of such Indemnitee. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Company shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any interest therein, or receipt of them. Without limiting the generality of any Rents; (v) provision of this Section, to the fullest extent permitted by law, each Company hereby waives all rights for contribution or any accidentother rights of recovery with respect to liabilities, injury to or death of persons or loss of or damage to property occurring inlosses, on or about the Property or on the adjoining sidewalksdamages, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation relating to any Indemnified Party hereunder to the extent Environmental Laws that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud might have by statute or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have otherwise against any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsIndemnitee.
Appears in 3 contracts
Sources: Credit Agreement (Lets Talk Cellular & Wireless Inc), Credit Agreement (Lets Talk Cellular & Wireless Inc), Credit Agreement (Lets Talk Cellular & Wireless Inc)
Indemnity. Borrower shall defend, agrees to indemnify and hold harmless Lender the L/C Issuer and each of its Affiliates correspondents and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), hold them harmless from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, costs, expenses and reasonable out-of-pocket expenses whatsoever which they may incur or suffer by reason of or in connection with the execution and delivery or assignment of or payment or presentation under any Letter of Credit or any action taken or omitted to be taken with respect to any Letter of Credit, except only if and to the extent that any such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses or disbursements shall be caused by the willful misconduct or gross negligence of the L/C Issuer as determined by a final non-appealable order of a court of competent jurisdiction or such correspondent in making payment against any draft presented under any Letter of Credit which does not comply with the term thereof, or in failing to make payment against any such drafts which complies with the terms of such Letter of Credit (it being understood that (x) in making such payment, the L/C Issuer’s or such correspondent’s exclusive reliance in good faith on the documents presented to and believed to be genuine by it in accordance with the terms of such Letter of Credit as to any and all matters set forth therein, including without limitation, reliance in good faith on any affidavit presented pursuant to such Letter of Credit and on the amount of any sight draft presented pursuant to any Letter of Credit whether or not any statement or any other document presented pursuant to such Letter of Credit proves to be forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to be untrue or inaccurate in any respect whatsoever, and (y) any such noncompliance in a nonmaterial respect shall, in each case, not be deemed willful misconduct or gross negligence of the L/C Issuer or such correspondent). Upon written demand accompanied by reasonable documentation with respect to any reimbursement, indemnification or any other amount under this Section 2.4(g), upon request by the L/C Issuer or such correspondent at any time, Borrower shall reimburse the L/C Issuer or such correspondent for reasonable out-of-pocket charges and disbursements of outside legal counsel. The indemnities contained herein shall survive the expiration or termination of the Letters of Credit and this Agreement and shall be payable upon demand. The L/C Issuer shall return such funds paid by Borrower under this Section 2.4(g) in the event such claims, damages, losses, liabilities, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or arise as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason gross negligence of the application L/C Issuer as determined by a final non-appealable order of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities a court of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentscompetent jurisdiction.
Appears in 3 contracts
Sources: Loan and Security Agreement (WireCo WorldGroup Poland Holdings Sp. z.o.o.), Loan and Security Agreement (1295728 Alberta ULC), Loan and Security Agreement (1295728 Alberta ULC)
Indemnity. Borrower shall defend, (1) The Company (the “Indemnitor”) hereby agrees to indemnify and hold harmless Lender the Underwriters and each of its Affiliates their subsidiaries and affiliates, and each of their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals shareholders and agents of any of (hereinafter referred to as the foregoing (including any Servicer) and each other Person“Personnel” and, if any, who Controls Lender, its Affiliates or any of together with the foregoing (each, an Underwriters the “Indemnified PartyParties”), ) harmless from and against any and all liabilitiesexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, lossesor liabilities, damageswhether joint or several, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements expenses of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses)their counsel, that may be imposed onincurred in advising with respect to and/or defending any actual or threatened claims, incurred byactions, suits, investigations or proceedings to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law, or asserted otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Underwriters and their Personnel hereunder, or otherwise in connection with the matters referred to in this Underwriting Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Underwriters and/or their Personnel), unless such actual or threatened claim, action, suit, investigation or proceeding has been caused by or is the result of the willful misconduct, gross negligence or fraud of the Underwriters or any Indemnified Party of their Personnel.
(collectively2) If for any reason the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless as a result of such expense, loss, claim, damage or liability, then the “Indemnified Liabilities”) Indemnitor shall contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Underwriters or any Personnel on the other hand but also the relative fault of the Indemnitor and Underwriters or any Personnel, as well as any relevant equitable considerations; provided that the Indemnitor shall in any mannerevent contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, relating loss, claim, damage or liability and any excess of such amount over the amount of the fees to be received by the Underwriters pursuant to this Underwriting Agreement.
(3) The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Underwriters or arising out of their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or in case any such entity shall investigate the Indemnitor and/or the Underwriters, and/or any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the Loanperformance of professional services rendered to the Indemnitor by the Underwriters, including: the Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (iincluding a reasonable amount to reimburse the Underwriters for time spent by the Underwriters or their Personnel in connection therewith) and out-of-pocket expenses incurred by the Underwriters or their Personnel in connection therewith shall be paid by the Indemnitor as they occur unless such proceeding is the result of the willful misconduct, gross negligence or fraud of the Underwriters or any breach of their Personnel.
(4) Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or their Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Underwriters will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by Borrower the Underwriters to notify the Indemnitor will not relieve the Indemnitor of its obligations under, to indemnify the Underwriters and/or any Personnel (other than in respect of losses related to such failure or any misrepresentation by Borrower contained in, any Loan Document; (ii) delay to notify the use or intended use of the proceeds of the Loan; (iii) any information provided by or Indemnitor). The Indemnitor shall on behalf of Borroweritself and the Underwriters and/or any Personnel, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documentsas applicable, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving (but not required) to assume the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims defence of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leasesuit brought to enforce such legal proceeding; provided, however, that Borrower the defence shall be conducted through legal counsel acceptable to the Underwriters and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Underwriters and/or any Personnel, acting reasonably, as applicable, and that none of the Underwriters and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld.
(5) Notwithstanding the foregoing paragraph, the Indemnified Parties shall have the right, at the Indemnitor’s expense, to employ counsel of such person’s choice in respect of the defence of any action, suit, proceeding, claim or investigation if: (i) the employment of such counsel has been authorized in writing by the Indemnitor; (ii) the Indemnitor has not assumed the defence and employed counsel therefor within a reasonable time (which shall in any case be not less than 15 days) after receiving notice of such action, suit, proceeding, claim or investigation; or (iii) counsel retained by the Indemnitor or the Indemnified Party has advised the Indemnified Party in writing that there may be legal defences available to the Indemnified Party which are different from or in addition to those available to the Indemnitor (in which event and to that extent, the Indemnitor shall not have any obligation the right to any assume or direct the defence on the Indemnified Party’s behalf) or that there is a conflict of interest between the Company and the Indemnified Party hereunder to or the extent that it is finally judicially determined that such Indemnified Liabilities arise from subject matter of the gross negligenceaction, illegal actssuit, fraud proceeding, claim or willful misconduct investigation may not fall within the indemnity set forth herein (in either of such Indemnified Party and provided, further, that Borrower which events the Indemnitor shall not have any obligation the right to assume or direct the defence on the Underwriters’ behalf), provided that the Indemnitor shall not be responsible for the fees and expenses of more than one set of counsel to the Indemnified Parties.
(6) The indemnity and contribution obligations of the Indemnitor shall be in addition to any Indemnified Party liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the extent that it is finally judicially determined that such Indemnified Liability arises solely from Personnel of Underwriters and shall be binding upon and inure to the failure benefit of Lender or any third party or other respective agents to comply with any applicable federalsuccessors, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason assigns, heirs and personal representatives of the application Indemnitor, the Underwriters and any of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidPersonnel. The obligations and liabilities of Borrower under this Section 5.30 foregoing provisions shall survive the Term and the exercise by Lender completion of professional services rendered under this Underwriting Agreement or any of its rights or remedies under the Loan Documentstermination thereof.
Appears in 3 contracts
Sources: Underwriting Agreement (Americas Gold & Silver Corp), Underwriting Agreement (Americas Gold & Silver Corp), Underwriting Agreement
Indemnity. Borrower shall defendLicensee hereby agrees to indemnify, indemnify defend (by counsel reasonably acceptable to TSRI) and hold harmless Lender TSRI and each any parent, subsidiary or other affiliated entity of its Affiliates TSRI and their respective successors and assignstrustees, including the directors, officers, partners, members, shareholders, participants, employees, professionals scientists, agents, successors, assigns and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party representatives (collectively, the “Indemnified LiabilitiesIndemnitees”) in from and against all claims, suits, actions, damages, liabilities, losses and other expenses, including without limitation reasonable attorney’s fees, expert witness fees and costs incurred by the Indemnitees (collectively, “Losses”), with respect to any mannerthird party claim, relating to whether or arising not a lawsuit or other proceeding is filed (collectively “Claim”), that arise out of or by reason of the Loan, includingrelate to: (ia) Licensee’s or any breach by Borrower of its obligations under, Sublicensees’ practice of any invention claimed by the Licensed Patent Rights or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds Licensed Materials; (b) alleged defects or other problems with any of the LoanLicensed Products manufactured, sold or distributed by Licensee or any Sublicensee, including without limitation any personal injuries, death or property damages related thereto; (iiic) the research, development, manufacture, use, marketing, advertising, distribution, sale or importation of any information provided Licensed Product by or on behalf of Borrower, Licensee or contained in any documentation approved by Borrowerof its Sublicensees; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viiid) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud negligent or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender Licensee or any third party of its Sublicensees; (e) any allegations that the Licensed Products developed, manufactured, sold or distributed by Licensee or any Sublicensee and/or any trademarks, service marks, logos, symbols, slogans, or other respective agents materials used in connection with or to market Licensed Products violate or infringe upon the trademarks, service marks, trade secrets, trade dress, trade names, copyrights, patents, works of authorship, inventorship rights, trade secrets, database rights, rights under unfair competition laws, rights of publicity, privacy or defamation, or any other intellectual or industrial property right of any third party; and/or (f) Licensee’s or any Sublicensee’s failure to comply with any applicable federallaws, state or other securities or “blue sky” laws rules or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and in connection with the exercise by Lender of any of its rights or remedies the performance of its obligations under this Agreement. Licensee’s liability for Losses under this indemnity shall be reduced or apportioned to the Loan Documentsextent the applicable third party’s Claims arising out of or relating to the actions referenced above in sub-clauses (a) — (f) are proximately caused by the breach by TSRI of any warranty, representation, covenant or agreement made by TSRI in this Agreement. Licensee’s obligation to defend such Claims shall apply to any third party allegations or suits against any Indemnitee that arise out of or relate to any of the items described in subparagraphs (a) through (f) above. Licensee shall not enter into any settlement of such Claims that (i) imposes any obligation on TSRI, (ii) does not unconditionally release TSRI from all liability, or (iii) acknowledges fault by an Indemnitee, without TSRI’s prior written consent. In the event an Indemnitee seeks indemnification with respect to a Claim under this Section 9.1, it shall inform Licensee of such Claim as soon as reasonably practicable after it receives notice of such Claim, shall permit Licensee to assume direction and control of the defense of the Claim (including the right to settle the Claim solely for monetary consideration, subject to the limitations of the preceding sentence) using counsel selected by Licensee and reasonably acceptable to TSRI, and shall cooperate as reasonably requested (at the expense of Licensee) in the defense of the Claim. Notwithstanding the above, Indemnitees, at their expense, shall have the right to retain separate independent counsel to assist in defending any such Claims. If Licensee assumes direction and control of defense of the Claim, no Indemnitee shall agree to any settlement of such Claim without the prior written consent of Licensee. In the event Licensee fails to assume control of such defense within fifteen (15) days after receiving written notice of the Claim from an Indemnitee, such Indemnitee shall have the right, but not the obligation, to defend itself, and in that case, Licensee shall reimburse Indemnitees for all of their reasonable and documented attorney’s fees, costs and damages incurred in settling or defending such Claims within thirty (30) days after receipt of any invoice therefor from such Indemnitee. This indemnity shall be a direct payment obligation and not merely a reimbursement obligation of Licensee to Indemnitees.
Appears in 3 contracts
Sources: License Agreement (Receptos, Inc.), License Agreement (Receptos, Inc.), License Agreement (Receptos, Inc.)
Indemnity. The Borrower shall defendindemnify the Bank against all losses, indemnify damages, claims, costs (including funding costs), expenses, charges, proceedings and hold harmless Lender all other liabilities whatsoever including legal costs (on a full indemnity basis) (other than those arising out of gross negligence or fraud of the Bank)which the Bank may incur as a result of (i) anything lawfully done by the Bank when acting within the terms of any Loan granted to the Borrower or any failure by the Borrower to perform or observe any of his or its obligations under any Loan granted and each against all the consequences of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents breach of any of the foregoing (including any Servicer) and each other Personterm, if anyconditions, who Controls Lenderstatements, its Affiliates or undertaking, representations, guaranties etc. of the Loan Documents as also of any of the foregoing (eachits representations or warranties not being found to be true, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, trust or any misrepresentation by Borrower contained in, any Loan Documentother fiduciary obligation binding on the Borrower; (ii) in relation to any litigation from the use Borrower or intended use of the proceeds of any third party/Person in relation to the Loan; (iii) any information provided draft, cheque, promissory note, bill of exchange and other order for payment is or may be payable including, without limitation, each claim and liability arising or incurred by or reason of the Bank's endorsement on behalf of Borrowersuch item, or contained in any documentation approved whether arising or incurred by Borrowerreason of forgery thereof or unauthorised signatures thereon or otherwise; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury penalties with respect to or death of persons resulting from delay or loss of omissions to pay any such stamp, registration and similar taxes or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; charges (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) than those arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal actswilful misconduct or fraud of the Bank). Such stamp, fraud registration and similar taxes or willful misconduct of such Indemnified Party and provided, further, that Borrower charges (if not paid or reimbursed by the Borrower) shall not have any obligation be deemed to any Indemnified Party be the amounts due under/in relation to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsLoan.
Appears in 3 contracts
Sources: Master Facility Agreement, Master Facility Agreement, Master Facility Agreement
Indemnity. Borrower shall defend, indemnify Indemnify the Bank and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the directorsemployees, officers, partners, membersdirectors, shareholders, participantsagents, employeesattorneys, professionals successors and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and assigns against any and all losses, claims, damages, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever whatsoever, including, without limitation, attorneys' fees and expenses, incurred by them arising out of, in any way connected with, or as a result of (a) this Agreement or the Related Documents or the transactions contemplated hereby or protection or enforcement (including collection or disposition of Collateral) of the reasonable fees Bank's rights under this Agreement or the Related Documents, (b) the execution and disbursements delivery of counsel for an Indemnified Party this Agreement by the Company and the performance of the Obligations, (c) any violation of Environmental Laws or any other Requirements of Law by the Company or any Subsidiary or any of its Property as well as any cost or expense incurred in connection with remedying such violation, and (d) any investigativeclaim, administrative litigation, investigation or judicial proceeding commenced proceedings relating to any of the foregoing or threatenedthe transactions contemplated by this Agreement, whether or not Lender shall be designated the Bank is a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower such indemnity shall not have any obligation apply to any Indemnified Party hereunder such losses, claims, damages, liabilities or related expenses to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or caused by any willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidBank. The obligations and liabilities of Borrower under this Section 5.30 foregoing indemnities shall survive the Term Termination Date, the consummation of the transactions contemplated by this Agreement, the repayment of the Obligations and the exercise by Lender invalidity or unenforceability of any term or provision of its rights this Agreement or remedies of the Related Documents and shall remain in effect regardless of any investigation made by or on behalf of the Bank or the Company and the content or accuracy of any representation or warranty made under the Loan Documentsthis Agreement.
Appears in 3 contracts
Sources: Credit Agreement (Oilgear Co), Credit Agreement (Oilgear Co), Credit Agreement (Oilgear Co)
Indemnity. The Borrower shall defendagrees to pay, indemnify indemnify, and hold harmless each Lender and each of its Affiliates the Administrative Agent and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals advisors, affiliates and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyIndemnitee”), ) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and or disbursements of any kind or nature whatsoever (whether brought by a Borrower or any other Person) with respect to the execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any such other documents, including any of the foregoing relating to the use of proceeds of the Term Loans or the violation of, noncompliance with or liability under, any Environmental Law applicable to the operations of any Group Member or any of the Properties (provided that such liability was incurred during such time as a Group Member controlled such Properties) and the reasonable documented or invoiced fees and disbursements expenses of legal counsel for an Indemnified Party in connection with claims, actions or proceedings by any investigativeIndemnitee against the Borrower under any Loan Document or any actual or prospective claim, administrative litigation, investigation or judicial proceeding commenced or threatenedrelating to any of the foregoing, whether based on contract, tort or not Lender shall be designated any other theory, whether brought by a third party or by the Borrower, and regardless of whether any Indemnitee is a party thereto, court costs and costs of appeal at thereto (all appellate levels, investigation and laboratory fees, consultant fees and litigation expensesthe foregoing in this clause (b), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in ), provided, that the Borrower shall have no obligation hereunder to any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender Indemnitee with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder Liabilities to the extent that it is finally judicially determined that such Indemnified Liabilities arise are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party Indemnitee or its affiliates. Without limiting the foregoing, and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent permitted by applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution from any Indemnitee or any other rights of recovery from any Indemnitee with respect to all claims, demands, penalties, fines, liabilities, settlements, damages, costs and expenses of whatever kind or nature, under or related to Environmental Laws, that it is finally judicially determined that any of them might have by statute or otherwise against any Indemnitee. All amounts due under this Section 11.5 shall be payable not later than 10 Business Days after written demand therefor and shall be accompanied by a statement setting forth in reasonable detail the source of such Indemnified Liability arises solely from and the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations amount claimed thereunder. Any Statements payable by the Borrower pursuant to this Section 11.5 shall be submitted to the Borrower, at the address of the Borrower set forth in Section 11.2, or to such other Person or address as may be hereafter designated by the Borrower in a written notice to the Administrative Agent. The agreements in this Section 11.5 shall survive repayment of the Term Loans and all other amounts payable to any Indemnified Party by reason of the application hereunder. Paragraph (b) of this paragraph Section shall be payable on demand and shall bear interest at the Default Rate not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsnon-Tax claim.
Appears in 3 contracts
Sources: Term Loan Credit Agreement (Aspen Insurance Holdings LTD), Term Loan Credit Agreement (Aspen Insurance Holdings LTD), Term Loan Credit Agreement (Aspen Insurance Holdings LTD)
Indemnity. Borrower shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “"Indemnified Party”"), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “"Indemnified Liabilities”") in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security DocumentsMortgage, the Collateral Property or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder (A) to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party or (B) for any event or condition that first arises on or after the date on which Lender or any Affiliate of Lender acquires title to the Property (whether at foreclosure sale, a transfer in lieu of foreclosure or any other transfer); provided that Borrower's obligation to indemnify the Indemnified Parties with respect to an event or condition specified in clauses (viii) through (xi) above (relating to Hazardous Substances) shall continue in perpetuity after Lender or its Affiliates acquires title or control of the Property unless such specified event or condition occurs during or after Lender's (or its Affiliate's) period of ownership and provided, further, provided that Borrower shall not have any obligation to any Indemnified Party to bear the extent that it is finally judicially determined burden of proving that such Indemnified Liability arises solely from the failure specified event or condition occurred during Lender's (or such Affiliate's) period of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. ownership.. Any amounts payable to any Indemnified Party by reason of the application of this paragraph Section 5.30 shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents, including the acquisition of the Property by foreclosure or a conveyance in lieu of foreclosure.
Appears in 3 contracts
Sources: Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc), Loan Agreement (Maguire Properties Inc)
Indemnity. Borrower shall defend18.1 Each of the Issuer and the Guarantors indemnifies, indemnify jointly and hold harmless Lender and each of its Affiliates severally, on an after-tax basis, the Paying Agent, the Registrar and their respective successors and assigns, including the directors, officers, partnersemployees and controlling persons against all losses, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligationscosts, lossesclaims, actions, damages, penaltiesexpenses or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of them may incur or which may be made against any of them as a result of or in connection with the appointment or the exercise of the powers and duties by the Paying Agent or the Registrar, as the case may be, under this Agreement except as may result from the wilful default or negligence of the Paying Agent or the Registrar, as the case may be, or that of their respective directors, officers, employees or controlling persons.
18.2 The Paying Agent severally indemnifies, on an after-tax basis, the Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, judgmentsdamages, suitsexpenses or demands (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending the foregoing) which any of them may incur or which may be made against any of them as a result of the Paying Agent's wilful default or negligence or that of the Paying Agent's directors, officers, employees or controlling persons.
18.3 The Registrar severally indemnifies, on an after-tax basis, the Issuer and the Guarantors and their respective directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands (including, but not limited to, all reasonable costs, charges and expenses and disbursements paid or incurred in disputing or defending the foregoing) which any of any kind them may incur or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that which may be imposed on, incurred by, or asserted made against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason them as a result of the Loan, including: (i) any breach by Borrower of its obligations under, Registrar's wilful default or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use negligence or intended use that of the proceeds of Registrar's directors, officers, employees or controlling persons.
18.4 This Clause 18 survives the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application termination of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsAgreement.
Appears in 3 contracts
Sources: Indenture (Marconi Corp PLC), Indenture (Marconi Corp PLC), Indenture (Marconi Corp PLC)
Indemnity. Each Borrower hereby agrees to jointly and severally indemnify Agent, each Arranger and each Lender (and each of their Affiliates) and hold Agent, each Arranger and each Lender (and each of their Affiliates) harmless from and against any liability, loss, damage, suit, action or proceeding suffered or incurred by any such Person (including reasonable documented attorneys fees and legal expenses) as the result of such Borrower’s failure to observe, perform or discharge such Borrower’s duties hereunder (subject to subsection 2.12) or arising from or relating to this Agreement, the other Loan Documents or the transactions contemplated hereby or thereby, except those determined by a court of competent jurisdiction in a final nonappealable judgment to have arisen out of the bad faith, gross negligence or willful misconduct of, or breach of the terms of this Agreement or any other Loan Document by, Agent, either Arranger or such Lender. In addition, each Borrower shall defenddefend Agent, each Arranger and each Lender (and each of their Affiliates) against and hold it harmless from all claims of any Person with respect to the Collateral (except those determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from the bad faith, gross negligence or intentional misconduct of, or breach of the terms of this Agreement or any other Loan Document by, any such Person seeking indemnity). Without limiting the generality of the foregoing, each Borrower shall indemnify and hold harmless Agent, each Arranger and each Lender (and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any ServicerAffiliates) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilitiesloss, obligationsdamage, cost, expense or liability directly or indirectly arising out of or under the Environmental Laws, or attributable to the use, generation, storage, release, threatened release, discharge, disposal or presence of any pollutants, flammables, explosives, petroleum (including crude oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or related materials, including, without limitation, any substances defined as or included in the definition of toxic or hazardous substances, wastes, or materials under any Environmental Law, except for those losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements or liabilities determined by a court of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party competent jurisdiction in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating final nonappealable judgment to or arising have arisen out of or by reason of the Loanbad faith, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud negligence or willful misconduct of Agent, either Arranger or such Indemnified Party and providedLender. Notwithstanding any contrary provision in this Agreement, further, that Borrower shall not have any the obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of each Borrower under this Section 5.30 12.2 shall survive the Term payment in full of the non-indemnity Obligations and the exercise by Lender termination of any of its rights or remedies under the Loan Documentsthis Agreement.
Appears in 3 contracts
Sources: Loan and Security Agreement (Neenah Foundry Co), Loan and Security Agreement (Neenah Foundry Co), Loan and Security Agreement (Neenah Foundry Co)
Indemnity. Borrower 13.1. Licensor shall defend, indemnify and hold harmless Lender Licensee and each of its Affiliates and their respective successors and assignsaffiliates, including the permitted assignees, directors, officers, partners, members, shareholders, participants, agents and employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilitiesliability, obligationsclaims, losses, damages, penalties, actions, judgmentscauses of action, suits, claims, costs, damages and expenses and disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements of counsel for an Indemnified Party expenses in connection with any investigative, administrative actions involving third parties or judicial proceeding commenced between the parties hereto) ("Claims") which Licensee is or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred bybecomes liable for, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or may incur solely by reason of its use within the LoanTerritory, including: (i) any breach by Borrower in strict accordance with the terms and conditions of its obligations underthis Agreement and the Design Agreement, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services Trademark or the furnishing designs furnished to Licensee by Licensor or the Design Partnership, to the extent that any such Claims arise through infringement of any materials another's design patent, trademark, copyright or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leaseproprietary rights; provided, however, that Borrower Licensee gives Licensor prompt notice of, and full cooperation in the defense against, all such Claims. If any action or proceeding shall not have any obligation to any Indemnified Party hereunder to be brought or asserted against Licensee in respect of which indemnity may be sought from Licensor under this paragraph 13.1, Licensee shall promptly notify Licensor thereof in writing, and Licensor shall assume and direct the defense thereof. Licensee may thereafter, at its own expense, be represented by its own counsel in such action or proceeding.
13.2. To the extent that it is finally judicially determined that such Indemnified Liabilities arise not inconsistent with paragraph 13.1 hereof, Licensee shall indemnify and save and hold Licensor, the Design Partnership, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Corporation and ▇▇▇▇▇ Lauren, individually, and their assignees, directors, officers, agents and employees, harmless from and against any and all liability, claims, causes of action, suits, damages and expenses (including reasonable attorneys' fees and expenses in actions involving third parties or between the gross negligenceparties hereto), illegal actswhich they, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party of them, are or other respective agents become liable for, or may incur, or be compelled to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party pay by reason of the application any acts, whether of this paragraph shall omission or commission, that may be payable on demand and shall bear interest at the Default Rate from the date loss committed or damage is sustained suffered by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of Licensee or any of its rights servants, agents or remedies employees in connection with Licensee's performance of this Agreement, including Licensee's use of Licensee's own designs, in connection with Licensed Products manufactured by or on behalf of Licensee or otherwise in connection with Licensee's business. If any action or proceeding shall be brought or asserted against Licensor in respect of which indemnity may be sought from Licensee under this paragraph 13.2, Licensor shall promptly notify Licensee thereof in writing, and Licensee shall assume and direct the Loan Documentsdefense thereof. Licensor may thereafter, at its own expense, be represented by its own counsel in such action or proceeding.
Appears in 3 contracts
Sources: License Agreement (Jones Apparel Group Inc), License Agreement (Jones Apparel Group Inc), License Agreement (Jones Apparel Group Inc)
Indemnity. The Borrower shall agrees to defend, protect, indemnify and hold harmless the Agent and each Lender and each and all of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyParties”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel for an the Indemnified Party Parties in connection with any investigative, administrative or judicial proceeding commenced or threatenedproceeding, whether or not Lender the Indemnified Parties shall be designated by a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that which may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelywhether direct, the “Indemnified Liabilities”indirect or consequential and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner, manner directly relating to or arising out of this Agreement or by reason of the Loan, including: (i) any breach by Borrower of its obligations underother Financing Agreements, or any misrepresentation by Borrower contained inact, event or transaction related or attendant thereto, the making and the management of the Term Loan (including, without limitation, any Loan Document; (iiliability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseTerm Loan hereunder; provided, however, that the Borrower shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such Indemnified Liabilities arise from violative of any law or public policy, the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation contribute the maximum portion which it is permitted to any Indemnified Party pay and satisfy under applicable law, to the extent that it is finally judicially determined that such payment and satisfaction of all matters incurred by the Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunderParties. Any amounts payable to any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Party by reason of the application of this paragraph Parties shall be payable on demand and shall bear paid to the Indemnified Parties within five (5) days of demand, together with interest thereon at the Default Rate from the date loss or damage is sustained incurred by any the Indemnified Party Parties until paidpaid by the Borrower, be added to the Liabilities, and be secured by the Collateral. The obligations provisions of and liabilities of Borrower under undertakings and indemnifications set out in this Section 5.30 11.16 shall survive the Term satisfaction and payment of the Liabilities of the Borrower and the exercise by Lender termination of any of its rights or remedies under the Loan Documentsthis Agreement.
Appears in 3 contracts
Sources: Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.), Term Loan and Security Agreement (Strawberry Fields REIT, Inc.)
Indemnity. Borrower Company shall defendindemnify, indemnify defend and hold harmless Lender University and each of its Affiliates trustees, officers, faculty, students, employees, and agents and their respective successors successors, heirs and assignsassigns (the "Indemnitees"), against any liability, damage, loss, or expense ***Confidential Treatment Requested 8 (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon any of the directorsIndemnitees in connection with any third-party claims, suits, actions, demands or judgments arising out of any theory of liability (including without limitation actions in the form of tort, warranty, or strict liability and regardless of whether such action has any factual basis) concerning any Licensed Product or Royalty-Bearing Product, process, or service that is made, used, or sold pursuant to any right or license granted under this Agreement; provided, however, that such right or license granted under this Agreement; provided, however, that such indemnification shall not apply to any liability, damage, loss, or expense to the extent directly attributable to (i) the negligent activities or intentional misconduct of the Indemnitees or (ii) the settlement of a claim, suit, action, or demand by Indemnities without the prior written approval of Company. Company also shall indemnify, defend, and hold harmless [***] and its trustees, officers, partners, members, shareholders, participants, employees, professionals and agents of any of agents, and their respective successors, heirs and assigns (the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”"[***] Indemnitees"), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costsliability, expenses and disbursements of any kind cost, expense, damage deficiency, loss, or nature whatsoever obligation (including the including, without limitation, reasonable attorney's fees and disbursements of counsel for an Indemnified Party costs), based upon, arising out of, or otherwise relating to any actions taken or omissions made in connection with or pursuant to this License Agreement. The [***] Indemnitees agree to provide Company with prompt written notice of any investigativeclaim, administrative suit action, demand or judicial proceeding commenced or threatened, whether or not Lender judgment for which indemnification is sought under this Agreement. Company agrees that any Sublicensee shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, agree to provide [***] with the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information same indemnity provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsCompany herein.
Appears in 3 contracts
Sources: License Agreement (Signal Pharmaceuticals Inc), License Agreement (Signal Pharmaceuticals Inc), License Agreement (Signal Pharmaceuticals Inc)
Indemnity. In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, Borrower shall agrees to indemnify, exonerate, defend, indemnify pay, and hold harmless Lender the Agent-Related Persons, and each of its Affiliates the Lender-Related Persons (collectively the “Indemnitees” and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicerindividually as “Indemnitee”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claims, costs, expenses expenses, and disbursements of any kind or nature whatsoever (including including, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatenedproceeding, whether or not Lender such Indemnitee shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, this Agreement or any misrepresentation by Borrower contained in, any other Loan Document; (ii) , the use or intended use of the proceeds of the Loan; Loans or the consummation of the transactions contemplated by this Agreement, including any matter relating to or arising out of the filing or recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by Borrower to Agent and its counsel (iii) provided, that the indemnification described herein shall not extend to disputes solely between or among the Lenders that do not involve any information provided by acts or on behalf omissions of Borrower, it being understood and agreed that the indemnification described herein shall extend to Agent (but not the Lenders) relative to disputes between or contained in any documentation approved by Borrower; (iv) ownership of among Agent on the Security Documentsone hand, the Collateral and one or any interest thereinmore Lenders, or receipt one or more of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring intheir Affiliates, on or about the Property or on other hand) (the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease“Indemnified Liabilities”); provided, however, that Borrower shall not have any no obligation hereunder with respect to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise arising from the gross negligence, illegal acts, fraud negligence or willful misconduct of any such Indemnified Party Indemnitee or a material breach by such Indemnitee of the express provisions of this Agreement. Each Indemnitee will promptly notify Borrower of each event of which it has knowledge which may give rise to a claim under the indemnification provisions of this Section 8.2. If any investigative, judicial, or administrative proceeding arising from any of the foregoing is brought against any Indemnitee indemnified or intended to be indemnified pursuant to this Section 8.2, Borrower, will resist and provideddefend such action, furthersuit, that or proceeding or cause the same to be resisted and defended by counsel designated by Borrower (which counsel shall not have be reasonably satisfactory to the Indemnitee or intended Indemnitee). Each Indemnitee will use its reasonable efforts to cooperate in the defense of any obligation to any Indemnified Party to such action, writ, or proceeding. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such Indemnified Liability arises solely from violative of any law or public policy, Borrower shall make the failure maximum contribution to the payment and satisfaction of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason each of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage Indemnified Liabilities that is sustained by any Indemnified Party until paidpermissible under applicable law. The obligations and liabilities of Borrower under this Section 5.30 8.2 shall survive the Term termination of this Agreement and the exercise by Lender discharge of any of its rights or remedies under the Loan DocumentsBorrower’s other obligations hereunder.
Appears in 3 contracts
Sources: Credit Agreement (JMP Group LLC), Credit Agreement (JMP Group LLC), Credit Agreement (JMP Group Inc.)
Indemnity. Borrower shall DEVELOPER and DISTRICT agree to defend, indemnify indemnify, and hold harmless Lender CITY and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals agents, and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), assigns harmless from and against any and all liabilitiesclaims, obligationssuits, demands, penalties, court costs, attorneys’ fees, other litigation costs, demands, penalties, judgments, actions, losses, damages, or injuries of any nature whatsoever, whether compensatory or punitive, or expenses arising therefrom, either at law or in equity, resulting or arising from or out of or otherwise occurring in relation to any negligence, intentional acts, lack of performance, or subdivision layout and design by DEVELOPER, DISTRICT, or DEVELOPER’s or DISTRICT’s employees, agents, contractors, subcontractors, or other representatives in relation to the development of the Development Area, except to the extent such injury is caused by the gross negligence or intentional acts of CITY. Other litigation costs, as referenced herein, shall include reasonable attorneys’ fees, consultants’ fees, and expert witness fees. Without limiting the generality of the foregoing, such indemnity shall specifically include, but not be limited to:
(1) Any and all claims, suits, demands, penalties, court costs, attorneys’ fees, other litigation costs, demands, penalties, judgments, actions, judgmentslosses, damages, or injuries of any nature whatsoever to any person or entity which may otherwise arise from, out of, or may be caused by DEVELOPER’s or DISTRICT’s breach, default, or failure to perform or properly perform any of DEVELOPER’s or DISTRICT’s obligations required by any warranty, representation, obligation, or responsibility arising out of state, federal, or local law, or from any provision of this Agreement;
(2) Any and all claims, suits, demands, penalties, court costs, attorneys’ fees, other litigation costs, demands, penalties, judgments, actions, losses, damages, or injuries of any nature whatsoever to any person or entity which may otherwise arise from, out of, or may be caused by any unlawful or improper discharge by DEVELOPER, DISTRICT, or DEVELOPER’s or DISTRICT’s respective employees, agents, contractors, subcontractors, and assigns into any Wastewater Sewer System or Storm Sewer during the term of this Agreement;
(3) Any injury, loss, or damage to any person occurring while said individual is on any premises within the Development Area;
(4) Any claims, suits, demands, penalties, court costs, expenses and disbursements attorneys’ fees, other litigation costs, demands, penalties, judgments, actions, losses, damages, or injuries of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to resulting or arising from or out of or otherwise occurring in relation to any means of acquisition of real or personal property, including right(s)-of-way or easements, by reason of the Loan, including: (i) any breach by Borrower of its obligations underDEVELOPER or DEVELOPER’s respective employees or agents, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use DISTRICT or intended use of the proceeds of the Loan; (iii) any information provided by DISTRICT’s respective employees or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral agents pursuant to Neb. Rev. Stat. § 31-736 or any interest therein, or receipt other grant of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsauthority.
Appears in 2 contracts
Sources: Subdivision Agreement, Subdivision Agreement
Indemnity. Borrower A. In addition to the payment of expenses pursuant to Section 9.2, whether or not the transactions contemplated hereby shall defendbe consummated, indemnify the Credit Parties agree to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless Lender each of the Lead Arrangers and Agents and each Lender, and the respective partners, officers, directors, employees, agents, attorneys, and affiliates of each of the Lead Arrangers and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) Agents and each other Person, if any, who Controls Lender, its Affiliates or any of Lender (collectively called the foregoing (each, an “Indemnified PartyIndemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that the Credit Parties shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise from the gross negligence or willful misconduct of that Indemnitee or any of its Affiliates as determined by a final judgment of a court of competent jurisdiction. As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claims (including environmental claims), costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened by any Credit Party or any other Person, whether or not Lender any such Indemnitee shall be designated as a party or a potential party thereto, court costs and costs of appeal at all appellate levelsany fees or expenses incurred by Indemnitees in enforcing this indemnity), investigation whether direct, indirect or consequential and laboratory feeswhether based on any federal, consultant fees state or foreign laws, statutes, rules or regulations (including securities and litigation expensescommercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of this Agreement or by reason of the Loan, including: other Loan Documents or the transactions contemplated hereby or thereby (i) any breach by Borrower of its obligations under, including the Lenders’ agreements to make the Credit Extensions hereunder or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds thereof, or any enforcement of any of the Loan; Loan Documents (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership including the enforcement of the Security DocumentsGuaranty)).
B. To the extent that the undertakings to defend, indemnify, pay and hold harmless set forth in this Section 9.3 may be unenforceable in whole or in part because they are violative of any law or public policy, the Collateral Credit Parties shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by Indemnitees or any interest thereinof them.
C. To the extent permitted by applicable law, the Credit Parties and each of their Subsidiaries shall not assert, and each hereby waives, any claim against the Lenders, the Agents, the Lead Arrangers and their respective Affiliates, officers, directors, employees, attorneys or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring inagents, on any theory of liability, for special, indirect, consequential or about punitive damages (as opposed to direct or actual damages) (whether or not the Property claim therefor is based on contract, tort or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) duty imposed by any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personalapplicable legal requirement) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatenedof, settlement reachedin connection with, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon arising out of, as a result of, or in any way related to such Hazardous Substanceto, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property this Agreement or any part thereofother Loan Document, or any liability asserted against Lender with respect thereto; and (xiv) agreement or instrument contemplated hereby or thereby or referred to herein or therein, the claims of transactions contemplated hereby or thereby, any lessee of any portion Loan or the use of the Property proceeds thereof or any Person acting through act or under omission or event occurring in connection therewith, and the Credit Parties and each of its Subsidiaries hereby waives, releases and agrees not to ▇▇▇ upon any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender claim or any third party such damages, whether or other respective agents not accrued and whether or not known or suspected to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of exist in its rights or remedies under the Loan Documentsfavor.
Appears in 2 contracts
Sources: Credit Agreement (Hospira Inc), Credit Agreement (Hospira Inc)
Indemnity. Borrower shall a. Buyer shall, at Buyer’s sole cost and expense defend, indemnify and hold harmless Lender Seller and each of its Affiliates parent, subsidiary and affiliated companies and their respective successors officers, directors, employees and assignsagents (“Seller Indemnified Parties”) harmless from and against all third party claims, demands, suits, actions, proceedings and litigation, all direct losses, costs, damages, obligations, judgments, expenses and fees, including the directorswithout limitation, officers, partners, members, shareholders, participants, employees, professionals reasonable attorneys’ fees and agents of any of the foregoing expenses (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an collectively “Indemnified PartyLosses”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind suffered or nature whatsoever (including the reasonable fees and disbursements of counsel for an incurred by a Seller Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason in connection with Buyer’s use or any of its licensees’ use of the LoanMarks pursuant to this Agreement and the subject matter hereof, includingincluding without limitation, those relating to: (i) any breach by Borrower the offer or sale of its obligations under, or any misrepresentation by Borrower contained in, any Loan Documentthe Products using the Marks; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of any person or damage to any property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or wayswhatsoever; (viiii) any usethe alleged or actual violation of applicable law or regulation regarding false and/or misleading advertising, nonuse or condition infraud, on or about unfair trade practices and/or anti-competitive practices, in relation to the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or waysoperation of the Home Heat Business; (viiiv) performance the violation by Buyer or its licensees of any labor applicable law, regulation or services or the furnishing of any materials or other property in respect of the Propertyindustry standard; and/or (viiiv) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, alleged or threatened actual violation of third party rights regarding the realization and/or the release of any Hazardous Substance on, from or affecting advertising using the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of Marks during the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseTerm; provided, however, that Borrower in no event shall not have any obligation the foregoing indemnity extend to any Indemnified Party hereunder Losses to the extent that it is finally judicially determined that such they arise out of a breach of Seller’s express covenants, representations and warranties hereunder (collectively, “Seller’s Actions”).
b. Seller shall, at Seller’s sole cost and expense, defend, indemnify and hold Buyer and its parent subsidiary and affiliated companies and their respective officers, directors, employees and agents (“Buyer Indemnified Liabilities arise Parties”) harmless from and against all Losses arising out of or in connection with Seller’s Actions; provided however, in no event shall the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation foregoing indemnity extend to any Indemnified Party Losses to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender caused by Buyer’s negligence or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application Buyer’s breach of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss Agreement or damage is sustained by any Indemnified Party until paid. The obligations and liabilities violation of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentslaw.
Appears in 2 contracts
Sources: Petroleum Products Supply Agreement (CST Brands, Inc.), Petroleum Products Supply Agreement (CST Brands, Inc.)
Indemnity. The Borrower shall further agrees to defend, indemnify protect, indemnify, and hold harmless the Lender and each of its Affiliates Affiliates, and their each of the Lender's or such Affiliate's respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the foregoing conditions set forth in Article V) (including any Servicercollectively, the "Indemnitees") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including including, without Credit Agreement limitation, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedproceeding, whether or not Lender such Indemnitees shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) such Indemnitees in any manner, manner relating to or arising out of or by reason in connection with (a) this Agreement, the other Loan Documents or any act, event or transaction related or attendant thereto, whether or not any such Indemnitee is a party thereto and whether or not such transactions are consummated, the making of the LoanLoans, including: (i) any breach by Borrower the management of its obligations undersuch Loans, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; Loans hereunder, or any of the other transactions contemplated hereunder, or (iiib) any information provided by liabilities and costs under Environmental, Health or on behalf Safety Requirements of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, Law arising from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with the past, present or future operations of any Lease or other transaction involving the Property Loan Party or any part thereofof their respective predecessors in interest, or, the past, present or any liability asserted against Lender with respect thereto; and (xiv) the claims future environmental, health or safety condition of any lessee respective property of any portion Loan Party, the presence of the Property asbestos-containing materials or suspected asbestos-containing materials at any Person acting through or under any lessee or otherwise arising under or as a consequence respective property of any LeaseLoan Party or the Release or threatened Release of any Contaminant into the environment (collectively, the "Indemnified Matters"); provided, however, that the Borrower shall not have any no obligation to any an Indemnitee hereunder with respect to Indemnified Party hereunder to Matters resulting from the willful misconduct or gross negligence of such Indemnitee, as determined in a judgment by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such Indemnified Liabilities arise from violative of any law or public policy, the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation contribute the maximum portion which it is permitted to any Indemnified Party pay and satisfy under applicable law, to the extent that it is finally judicially determined that such payment and satisfaction of all Indemnified Liability arises solely from Matters incurred by the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsIndemnitees.
Appears in 2 contracts
Sources: Credit Agreement (Muehlstein Holding Corp), Credit Agreement (Muehlstein Holding Corp)
Indemnity. Borrower shall defendWhether or not the transactions contemplated hereby are consummated, indemnify the Credit Parties, jointly and severally, agree to indemnify, pay and hold harmless Lender each Lending Party and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents any subsequent holder of any of the foregoing (including Notes or any Servicer) other Obligation, and each other of such Person’s officers, if anydirectors, who Controls Lenderemployees, its attorneys, agents and Affiliates or any of (collectively, the foregoing (each, an “Indemnified PartyIndemnitees”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitee and the allocated cost of internal legal staff) in connection with any claim, investigative, administrative or judicial proceeding commenced or threatenedproceeding, whether or not Lender such Indemnitee shall be designated a party theretothereto and including any such proceeding initiated by or on behalf of any Credit Party, court costs and costs the expenses of appeal at all appellate levelsinvestigation by experts, investigation engineers, environmental consultants and laboratory feessimilar technical personnel and any commission, consultant fees and litigation expenses)fee or compensation claimed by any broker (other than any broker retained by any Lending Party) asserting any right to payment for the transactions contemplated hereby, that which may be imposed on, incurred by, by or asserted against such Indemnitee as a result of or in connection with the transactions contemplated hereby or by the Loan Documents or the other Related Transactions Documents (including, without limitation, (i)(A) as a direct or indirect result of the presence on or under, or Release from, any Indemnified Real Property now or previously owned, leased or operated by any Credit Party of any Hazardous Materials or any Hazardous Materials contamination, (collectively, the “Indemnified Liabilities”B) in any manner, relating to or arising out of or relating to the offsite disposal of any Hazardous Materials generated or present on any such Real Property or (C) arising out of or resulting from the environmental condition of any such Real Property or the applicability of any governmental requirements relating to Hazardous Materials, whether or not occasioned wholly or in part by reason any condition, accident or event caused by any act or omission of the Loanany Credit Party, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; and (ii) proposed and actual Extensions of Credit under this Agreement) and the use or intended use of any Extension of Credit or the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or except that the Credit Parties shall have no obligation hereunder to an Indemnitee with respect to any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise resulting solely from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Indemnitee as finally determined by a court of competent jurisdiction. To the extent that the undertaking set forth in the immediately preceding sentence may be unenforceable, each Credit Party shall contribute the maximum portion which it is permitted to pay and providedsatisfy under Applicable Law to the payment and satisfaction of all such indemnified liabilities incurred by the Indemnitees or any of them. Without limiting the generality of any provision of this Section, furtherto the fullest extent permitted by law, each Credit Party hereby waives all rights for contribution or any other rights of recovery with respect to liabilities, losses, damages, costs and expenses arising under or relating to Environmental Laws that Borrower shall not it might have by statute or otherwise against any obligation to any Indemnified Party Indemnitee, except to the extent that it is such items are finally judicially determined that such Indemnified Liability arises by a court of competent jurisdiction to have resulted solely from the failure gross negligence or willful misconduct of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentssuch Indemnitee.
Appears in 2 contracts
Sources: Credit Agreement (Medical Staffing Network Holdings Inc), Credit Agreement (Medical Staffing Network Holdings Inc)
Indemnity. Borrower Each Grantor shall defendindemnify, indemnify reimburse and hold harmless Lender Agent, each of Agent's members, and each of its Affiliates and their respective successors and successors, assigns, including the directorsagents, officers, partners, membersdirectors, shareholders, participantsservants, employees, professionals agents and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), employees harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsdemands, costs, expenses and disbursements claims of any kind or and nature whatsoever (including claims relating to environmental discharge, cleanup or compliance), all costs and expenses whatsoever to the extent they may be incurred or suffered by such indemnified party in connection therewith (including reasonable attorneys' fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed onfines, incurred bypenalties (and other charges of applicable governmental authorities), licensing fees relating to any item of Collateral, damage to or loss of use of property (including consequential or special damages to third parties or damages to Borrower's property), or asserted against bodily injury to or death of any Indemnified Party person (including any agent or employee of Borrower) (each, a "CLAIM" and collectively, the “Indemnified Liabilities”) in any manner"CLAIMS"), directly or indirectly relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; Loan or otherwise, the falsity of any representation or warranty of such Grantor or such Grantor's failure to comply with the terms of this Agreement or any other Operative Document while the Obligations are outstanding. The foregoing indemnity shall cover, without limitation, (i) any Claim in connection with a design or other defect (latent or patent) in any item of equipment included in the Collateral, (ii) any Claim for infringement of any patent, copyright, trademark or other intellectual property right, (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of Claim resulting from the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, presence on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services under or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, emission or threatened release of any Hazardous Substance onhazardous materials on the premises of such Grantor, from including any Claims asserted or affecting the Property; arising under any environmental law, or (ixiv) any personal injury (including wrongful death) Claim for negligence or property damage (real strict or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or absolute liability in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leasetort; provided, however, that Borrower such Grantor shall not have indemnify Agent for any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the liability incurred by Agent as a direct and sole result of Agent's gross negligence, illegal acts, fraud negligence or willful misconduct misconduct. Such indemnities shall continue in full force and effect, notwithstanding the expiration or termination of this Agreement. Upon an indemnitee's written demand, such Indemnified Party Grantor shall assume and provideddiligently conduct, furtherat its sole cost and expense, that Borrower the entire defense of Agent, each of its members, and each of their respective agents, employees, directors, officers, shareholders, successors and assigns, using counsel reasonably acceptable to such indemnitee against any indemnified Claim. Such Grantor shall not have settle or compromise any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender Claim against or any third party involving Agent without first obtaining Agent's written consent thereto, which consent shall not be unreasonably withheld or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsdelayed.
Appears in 2 contracts
Sources: Security Agreement (Columbia Capital LLC), Security Agreement (DSL Net Inc)
Indemnity. The Borrower shall agrees to defend, protect, indemnify and hold harmless the Lender and each and all of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys, affiliates, and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyParties”), ) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including including, without limitation, the reasonable fees and disbursements of counsel for an the Indemnified Party Parties in connection with any investigative, administrative or judicial proceeding commenced or threatenedproceeding, whether or not Lender the Indemnified Parties shall be designated by a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expensesor otherwise), that which may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelywhether direct, the “Indemnified Liabilities”indirect or consequential, and whether based on any federal or state laws or other statutory regulations, including, without limitation, securities, environmental and commercial laws and regulations, under common law or at equitable cause, or on contract or otherwise) in any manner, manner relating to or arising out of this Agreement or by reason of the Loan, including: (i) any breach by Borrower of its obligations underother Financing Agreements, or any misrepresentation by Borrower contained inact, event or transaction related or attendant thereto, the making and the management of the Loan (including, without limitation, any Loan Document; (iiliability under federal, state or local environmental laws or regulations) or the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseLoan hereunder; provided, however, that the Borrower shall not have any obligation to any Indemnified Party hereunder with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such Indemnified Liabilities arise from violative of any law or public policy, the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation contribute the maximum portion which it is permitted to any Indemnified Party pay and satisfy under applicable law, to the extent that it is finally judicially determined that such payment and satisfaction of all matters incurred by the Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunderParties. Any amounts payable to any liability, obligation, loss, damage, penalty, cost or expense incurred by the Indemnified Party by reason of the application of this paragraph Parties shall be payable paid to the Indemnified Parties on demand and shall bear demand, together with interest thereon at the Default Rate from the date loss or damage is sustained incurred by any the Indemnified Party Parties until paidpaid by the Borrower, be added to the Liabilities, and be secured by the Collateral and the Real Property. The obligations provisions of and liabilities of Borrower under undertakings and indemnifications set out in this Section 5.30 11.16 shall survive the Term satisfaction and payment of the Liabilities of the Borrower and the exercise by Lender termination of any of its rights or remedies under the Loan Documentsthis Agreement.
Appears in 2 contracts
Sources: Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Cornerstone Core Properties REIT, Inc.)
Indemnity. Borrower In addition to the payment of expenses pursuant to subsection 9.2, whether or not the transactions contemplated hereby shall be consummated, Company agrees to defend, indemnify indemnify, pay and hold harmless Lender Administrative Agent and each of its Affiliates Lenders, and their respective successors and assignsthe officers, including the directors, officers, partners, members, shareholders, participants, employees, professionals agents and agents affiliates of any of Administrative Agent and Lenders (collectively called the foregoing (including any Servicer"INDEMNITIES") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including without limitation the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatenedthreatened by any Person, whether or not Lender any such Indemnitee shall be designated as a party or a potential party thereto), court costs whether direct, indirect or consequential and costs of appeal at all appellate levelswhether based on any federal, investigation state or foreign laws, statutes, rules or regulations (including without limitation securities and laboratory feescommercial laws, consultant fees statutes, rules or regulations and litigation expensesEnvironmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of this Agreement or by reason of the Loan, including: other Loan Documents or the transactions contemplated hereby or thereby (i) any breach by Borrower of its obligations under, including without limitation Lenders' agreement to make the Loans hereunder or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of any of the Loan; (iiiLoans) any information provided by or on behalf of Borrower, or the statements contained in the commitment letter delivered by any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury Lender to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender Company with respect theretothereto (collectively called the "INDEMNIFIED LIABILITIES"); and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, provided that Borrower Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Party hereunder Liabilities to the extent that it is finally judicially determined that such Indemnified Liabilities arise solely from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to Indemnitee as determined by a final judgment of a court of competent jurisdiction. To the extent that the undertaking to defend, indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined violative of any law or public policy, Company shall contribute the maximum portion that such it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liability arises solely from Liabilities incurred by the failure of Lender Indemnities or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsthem.
Appears in 2 contracts
Sources: Credit Agreement (Atlas Air Inc), Credit Agreement (Atlas Air Worldwide Holdings Inc)
Indemnity. Borrower shall defend16.1 The Corporation and its subsidiaries or affiliated companies, as the case may be, (collectively, the "Indemnitor") hereby agree to indemnify and hold harmless Lender the Agent, each of its subsidiaries and affiliates, and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals employees and agents of any of (hereinafter referred to as the foregoing (including any Servicer"Personnel") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), harmless from and against any and all liabilitiesexpenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, lossesor liabilities, damageswhether joint or several, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements expenses of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses)their counsel, that may be imposed onincurred in advising with respect to and/or defending any actual or threatened claims, incurred byactions, suits, investigations or proceedings to which the Agent and/or its Personnel may become subject or otherwise involved in any capacity under any statute or common law, or asserted otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance or professional services rendered to the Indemnitor by the Agent and its Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Agent and/or its Personnel, provided that the Indemnitor has agreed to such settlement), provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:
(a) the Agent and/or its Personnel has been grossly negligent or has committed wilful misconduct or any Indemnified Party fraudulent act in the course of such performance; and
(collectivelyb) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, wilful misconduct or fraud referred to in (a).
16.2 Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including legal expenses), losses, claims and liabilities that the Agent may incur as a result of any action or litigation that may be threatened or brought against the Agent. If for any reason (other than the occurrence of any of the events itemized in 1 6 . 1 (a) and 1 6 . 1 (b) above), the “Indemnified Liabilities”) foregoing indemnification is unavailable to the Agent or any Personnel or insufficient to hold the Agent or any Personnel harmless as a result of such expense, loss, claim, damage or liability, the lndemnitor, the Agent and such Personnel will contribute to such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agent or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agent or any Personnel, as well as any relevant equitable considerations; provided that the lndemnitor shall in any mannerevent contribute to the amount paid or payable by the Agent or any Personnel as a result of such expense, relating loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Agent pursuant to this Agreement.
16.3 The lndemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor, the Agent, and/or any of their respective Personnel by any governmental commission or arising out regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such entity shall investigate the lndemnitor, the Agent, and/or any of the Agent 's Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the Loanperformance of professional services rendered to the Indemnitor, including: the Agent shall have the right to employ their own counsel in connection therewith provided the Agent acts reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (iincluding an amount to reimburse the Agent for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred by their respective Personnel in connection therewith shall be paid by the Indemnitor as they occur.
16.4 Promptly after receipt of notice of the commencement of any breach legal proceeding against the Agent or any of the Agent's Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agent will notify the Indemnitor in writing of the commencement thereof, and throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the lndemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by Borrower the Agent to notify the Indemnitor will not relieve the Indemnitor of its obligations under, or to indemnify the Agent and/or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or Personnel. The Indemnitor shall on behalf of Borroweritself and the Agent and/or any Personnel, or contained in any documentation approved by Borrower; as applicable, be entitled (ivbut not required) ownership of to assume the Security Documents, the Collateral or any interest therein, or receipt defence of any Rents; (v) any accident, injury suit brought to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to enforce such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leaselegal proceeding; provided, however, that Borrower the defence shall be conducted through legal counsel acceptable to the Agent and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the lndemnitor without the prior written consent of the Agent and/or any Personnel, as applicable, and none of the Agent and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. The Agent and its Personnel shall have any obligation the right to appoint its or their own separate counsel at the Indemnitor's cost provided the Agent acts reasonably in selecting such counsel.
16.5 The indemnity and contribution obligations of the Indemnitor shall be in addition to any Indemnified Party hereunder liability, which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party Personnel and provided, further, that Borrower shall not have any obligation to any Indemnified Party be binding upon and enure to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure benefit of Lender or any third party or other respective agents to comply with any applicable federalsuccessors, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason assigns, heirs and personal representatives of the application Indemnitor, the Agent and any of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidPersonnel. The obligations and liabilities of Borrower under this Section 5.30 foregoing provisions shall survive the Term and the exercise by Lender completion of any of its rights or remedies professional service rendered under the Loan Documentsthis Agreement.
Appears in 2 contracts
Sources: Agency Agreement, Agency Agreement
Indemnity. Borrower shall Subject to the provisions provided hereafter limiting the liability of Seller, Seller hereby agrees to indemnify and defend, indemnify at its sole cost and expense, and hold harmless Lender and each of Buyer, its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), harmless from and against and to reimburse Buyer with respect to any and all liabilitiesclaims, obligationsdemands, actions, causes of action, losses, damages, penaltiesliabilities, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including the without limitation reasonable attorneys' fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant those fees and litigation expenses)costs incurred upon any appeals) of any and every kind or character, that may be imposed onknown or unknown, incurred byfixed or contingent, or asserted against or incurred or suffered by Buyer at any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating time and from time to time by reason of or arising out of (a) the breach of any representation or warranty of Seller set forth in this Agreement, (b) the failure of Seller, in whole or in part, to perform any obligation required to be performed by reason Seller under this Agreement, (c) except for the matters disclosed herein, the ownership, construction, occupancy, operation, use and maintenance of the Loan, including: (i) any breach by Borrower of its obligations underProperty prior to the Closing Date, or any misrepresentation by Borrower contained in, any Loan Document; (iid) the use violation on or intended use before the Closing Date of any Hazardous Material Law in effect on or before the proceeds Closing Date and any and all matters arising out of any act, omission, event or circumstance existing or occurring on or prior to the Loan; Closing Date (iii) any information provided by or on behalf of Borrowerincluding, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documentswithout limitation, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, presence on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about release from the Property of Hazardous Materials disposed or on adjoining sidewalksotherwise released prior to the Closing Date) which results in a violation of a Hazardous Materials Law, curbsregardless of whether the act, adjacent property omission, event or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release circumstance constitute a violation of any Hazardous Substance on, from Materials Law at the time of its existence or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunderoccurrence. Any amounts payable to any Indemnified Party by reason of the application The provisions of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 14(m) shall survive the Term Closing of the transaction contemplated by this Agreement and shall continue thereafter in full force and effect for the benefit of Buyer, its successors and assigns, for a period of one (1) year after the Closing Date. Buyer may exercise any right or remedy Buyer may have at law or in equity should Seller fail to meet, comply with or perform its indemnity obligation required by Lender of any of its rights or remedies under the Loan Documentsthis Section 14(m).
Appears in 2 contracts
Sources: Purchase Agreement (Arden Realty Inc), Purchase Agreement (Arden Realty Inc)
Indemnity. Borrower shall defendLessee assumes and agrees to indemnify, indemnify defend and hold keep harmless Lender Lessor, and each any assignee of its Affiliates and their respective successors and assignsLessor's rights, including the directorsobligations, officers, partners, members, shareholders, participants, employees, professionals and agents of title or interests under any of the foregoing (including any Servicer) and each other Person, if any, who Controls LenderEquipment Schedule, its Affiliates or any of the foregoing agents and employees (each, an “Indemnified Party”"Indemnitees"), from and against any and all liabilitiesClaims (other than such as may directly and proximately result from the gross negligence or willful misconduct of, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseIndemnitees; provided, however, that Borrower Lessee expressly agrees to indemnify each such Indemnitee where the Claims arise in whole or in part from the simple negligence of such Indemnitee), by paying (on an after-tax basis) or otherwise discharging same, when and as such Claims shall become due, including Claims arising on account of (a) any Lease Document, or (b) the Equipment, or any part thereof, including the ordering, acquisition, delivery, installation or rejection of the Equipment, the possession, maintenance, use, condition, ownership or operation of any item of Equipment, and by whomsoever owned, used or operated, during the term of any Equipment Schedule with respect to that item of Equipment, the existence of latent and other defects (whether or not discoverable by Lessor or Lessee) any claim in tort for negligence or strict liability, and any claim for patent, trademark or copyright infringement, or the loss, damage, destruction, removal, return, surrender, sale or other disposition of the Equipment, or any item thereof, or for whatever other reason whatsoever. It is the express intention of both Lessor and Lessee, that the indemnity provided for in this Section 14 includes the agreement by Lessee to indemnify the Indemnitees from the consequences of such Indemnitees' own simple negligence, whether that negligence is the sole or concurring cause of the Claims, and to further indemnify such Indemnitees with respect to Claims for which the Indemnitees are strictly liable. Lessor shall give Lessee prompt notice of any Claim hereby indemnified against and Lessee shall be entitled to control the defense thereof, so long as no default or Default has occurred and is then continuing; provided, however, that Lessor shall have any obligation the right to any Indemnified Party hereunder to approve defense counsel selected by Lessee. For the extent purposes of this Lease, the term "Claims" shall mean all claims, allegations, ▇▇▇▇▇, judgments, good faith settlements entered into, suits, actions, debts, obligations, damages (whether incidental, consequential or direct), demands (for compensation, indemnification, reimbursement or otherwise), losses, penalties, fines, liabilities (including strict liability), charges that Lessor has incurred or for which it is finally judicially determined that such Indemnified Liabilities arise from responsible, in the gross negligencenature of interest, illegal actsLiens, fraud and costs (including attorneys' fees and disbursements and any other legal or willful misconduct non-legal expenses of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender investigation or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender defense of any Claim, whether or not such Claim is ultimately defeated or enforcing the rights, remedies or indemnities provided for hereunder, or otherwise available at law or equity to Lessor), of its rights whatever kind or remedies under the Loan Documentsnature, contingent or otherwise, matured or unmatured, foreseeable or unforeseeable, by or against any person.
Appears in 2 contracts
Sources: Equipment Lease Agreement (Questech Inc), Equipment Lease Agreement (Donnelly Corp)
Indemnity. Borrower shall defend8.1 The Assignor agrees (i) to pay, indemnify indemnify, and hold harmless Lender the Security Trustee on demand from, any and each all stamp, excise, withholding, documentary and other like duties and taxes and all recording and filing fees (collectively, "Taxes and Fees") and any and all liabilities with respect to, or resulting from any delay or omission on the part of the Assignor to pay Taxes and Fees which may be payable or determined to be payable in connection with the execution and delivery of, or consummation of any of the transactions contemplated by, or any amendment, supplement or modification of, or any waiver or consent under or in respect of, this Assignment, and (ii) to, on demand, pay, indemnify, and hold the Security Trustee and its Affiliates and their respective Affiliates, officers, directors, employees, agents, attorneys, successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and or disbursements of any kind or nature whatsoever (including the including, without limitation, reasonable attorneys' fees and disbursements expenses) with respect to (i) negotiation, preparation, execution, delivery, consummation, enforcement, performance and administration of counsel for an Indemnified Party in connection with this Assignment and any investigativeamendment, administrative supplement or judicial proceeding commenced modification to, or threatened, extension of this Assignment (whether or not Lender shall be designated a party theretothe same is actually implemented, court costs completed or granted, as the case may be) and costs of appeal at all appellate levels, investigation any other documents prepared in connection herewith and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use enforcement or intended use preservation of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security DocumentsTrustee's rights under the Assignment (all of the foregoing, collectively, the Collateral "Indemnified Liabilities"); provided, that the Assignor shall have no obligation hereunder with respect to Indemnified Liabilities directly arising from the gross negligence or willful misconduct of the Security Trustee.
8.2 If the Security Trustee expends any moneys reimbursable by Assignor by reason of Section 8.1 or any other provision of this Assignment, all moneys so expended by the Security Trustee shall on demand be repaid by the Assignor to the Security Trustee in the currency in which such moneys were expended together with interest thereinthereon from the date such moneys were expended until the date of reimbursement thereof to the Security Trustee (whether before or after judgment) at the Interest Rate or, or receipt if an Event of any Rents; (v) any accidentDefault has occurred, injury at the Default Rate, such interest to or death of persons or loss of or damage to property occurring in, on or about the Property or be calculated on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, basis of a 360 day year and the actual number of days elapsed. Accrued interest on or about all amounts hereunder shall be payable in arrears on the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or Interest Payment Date for the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to calendar month immediately preceding such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseInterest Payment Date; provided, however, that Borrower shall not have if an Event of Default has occurred, any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph interest shall be payable on demand and shall bear interest at to the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsSecurity Trustee.
Appears in 2 contracts
Sources: Assignment of Building Agreement (China Netcom Group CORP (Hong Kong) LTD), Assignment of Building Agreement (China Netcom Group CORP (Hong Kong) LTD)
Indemnity. Borrower The Makers shall defend, jointly and severally indemnify and hold harmless Lender and each of the Lender, its Affiliates and their respective successors and successors, assigns, including the directors, officers, partners, members, shareholders, participants, agents and employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilitiesclaims, obligationsactions, lossessuits, proceedings, costs, expenses, damages, penaltiesfines, actionspenalties and liabilities, judgmentsincluding, suitswithout limitation, claims, reasonable attorneys’ fees and costs, expenses and disbursements arising out of, connected with or resulting from (a) this Note or any of the other Loan Instruments, (b) the Lender’s preservation or attempted preservation of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) collateral taken pursuant to any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; Loan Instruments, and/or (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xiic) any failure of the Property security interests and liens granted to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming the Lender pursuant to the Loan Instruments to be entitled or to a commission remain perfected or to have the priority as contemplated herein and in connection with the Loan Instrument; provided, however, the Makers shall not have any Lease obligation to indemnify the Lender for any such claims, actions, suits, proceedings, costs, expenses, damages, fines, penalties and/or liabilities to the extent the same have been caused by or other transaction involving have arisen solely and completely from any gross negligence or willful misconduct committed by the Property Lender. At the Lender’s request, the Makers shall, at their own cost and expense, defend or cause to be defended any part thereofand all such actions or suits that may be brought against the Lender and, or in any liability asserted event, shall satisfy, pay and discharge any and all judgments, awards, penalties, costs and fines that may be recovered against the Lender with respect thereto; in any such action, plus all attorneys’ fees and (xiv) costs related thereto to the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leaseextent permitted by applicable law; provided, however, that Borrower the Lender shall not have any obligation to any Indemnified Party hereunder give the Makers (to the extent that it is finally judicially determined that such Indemnified Liabilities arise the Lender seeks indemnification from the gross negligenceMakers under this section) prompt written notice of any such claim, illegal actsdemand or suit after the Lender has received written notice thereof, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower the Lender shall not have settle any obligation to any Indemnified Party such claim, demand or suit, if the Lender seeks indemnification therefor from the Makers, without first giving notice to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason Makers of the application Lender’s desire to settle and obtaining the consent of this paragraph shall be payable on demand and shall bear interest at the Default Rate from Makers to the date loss or damage is sustained by any Indemnified Party until paidsame, which consent the Makers hereby agree not to unreasonably withhold. The All obligations and liabilities of Borrower the Makers under this Section 5.30 section shall survive the Term and payment of the exercise by Lender of any of its rights or remedies under the Loan DocumentsNote.
Appears in 2 contracts
Sources: Promissory Note (Sypris Solutions Inc), Promissory Note (Sypris Solutions Inc)
Indemnity. The Borrower shall defendindemnify the Administrative Agent, indemnify and hold harmless Lender each Joint Lead Arranger and each of its Affiliates Lender, and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all Liabilities and related expenses, including the reasonable and documented fees, charges and disbursements of any Servicercounsel for any Indemnitee (not to include allocated costs of internal counsel), incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) and each the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other Persontransactions contemplated hereby, if any(ii) any Loan or the use of the proceeds therefrom, who Controls Lender, its Affiliates (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or any of the foregoing (eachSubsidiaries, an “Indemnified Party”)or any Environmental Liability related in any way to the Borrower or any of the Subsidiaries; provided that any such losses, from and against any and all liabilities, obligations, lossesclaims, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements arise out of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with such Indemnitee’s acting as Administrative Agent or a Lender under this Agreement, or (iv) any investigativeactual or prospective claim, administrative litigation, investigation or judicial proceeding commenced or threatenedrelating to any of the foregoing, whether based on contract, tort or not Lender shall be designated any other theory, whether brought by a third party or by the Borrower or any Subsidiary and regardless of whether any Indemnitee is a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses; provided that such indemnity set forth in the foregoing clauses (i), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; ), (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; and (iv) ownership of the Security Documentsshall not, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder Indemnitee, be available to the extent that it is finally judicially such Liabilities or related expenses are determined that such Indemnified Liabilities arise by a court of competent jurisdiction by final and nonappealable judgment to (x) have resulted from (A) the gross negligence, illegal acts, fraud or willful misconduct or gross negligence of such Indemnified Party Indemnitee or (B) a material breach of the funding obligation of such Indemnitee or any of such Indemnitee’s Affiliates hereunder, or (y) have not resulted from an act or omission by the Borrower or any of its Affiliates and providedhave been brought by an Indemnitee against any other Indemnitee (other than any claims against the Administrative Agent or the Joint Lead Arrangers in their capacities or in fulfilling their roles as a Joint Lead Arranger or the Administrative Agent hereunder). The Borrower will not be liable under this Agreement for any amount paid by an Indemnitee to settle any claims or actions if the settlement is entered into without the Borrower’s consent, furtherwhich consent may not be withheld unless such settlement is unreasonable in light of such claims or actions against, that and defenses available to, such Indemnitee. Anything in this Section 9.3(c) to the contrary notwithstanding, the Borrower shall not be liable for the fees and expenses of more than one primary outside counsel for all Indemnitees in connection with the defense of any action for which indemnification is sought hereunder (provided that if there is an actual or perceived conflict of interest among the Indemnitees, the Borrower shall be liable for the fees and expenses of one additional counsel and if necessary, a single firm of local counsel to the Indemnitees in each appropriate jurisdiction). The Borrower shall have any no obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower Indemnitee under this Section 5.30 9.3(b) for matters for which such Indemnitee has been fully compensated pursuant to any other provision of this Agreement. This Section 9.3(b) shall survive the Term and the exercise by Lender of not apply with respect to Taxes other than any of its rights or remedies under the Loan DocumentsTaxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
Appears in 2 contracts
Sources: Credit Agreement (Vmware, Inc.), Term Loan Credit Agreement (Vmware, Inc.)
Indemnity. Borrower Tenant shall indemnify, defend, indemnify protect, hold harmless, and, at Landlord's option (with such attorneys as Landlord may approve in advance and hold harmless Lender in writing), defend Landlord, Landlord's Agents, and each of its Affiliates and their respective successors and assignsLandlord's officers, including the directors, officersshareholders, partners, members, shareholders, participants, employees, professionals contractors, property managers, agents and agents of any of the foregoing (including any Servicer) mortgagees and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”)lien holders, from and against any and all liabilitiesLosses (as defined below), obligationswhenever such Losses arise, lossesarising from or related to: (a) any violation or alleged violation by Tenant or any of Tenant's Parties of any of the requirements, damagesordinances, penaltiesstatutes, regulations or other laws referred to in this Paragraph 11.b, including, without limitation, the Environmental Laws, whether such violation or alleged violation occurred prior to, on, or after the Commencement Date; (b) any breach of the provisions of this Paragraph 11.b by Tenant or any of Tenant's Parties; or (c) any Hazardous Use on, about or from the Premises by Tenant or any of Tenant's Parties of any Hazardous Materials (whether or not approved by Landlord under this Lease), whether such Hazardous Use occurred prior to, on, or after the Commencement Date. The term "Losses" shall mean all claims, demands, expenses, actions, judgments, suitsdamages (whether consequential, claimsdirect or indirect, costsknown or unknown, expenses and disbursements of any kind foreseen or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expensesunforeseen), that may be imposed onpenalties, incurred byfines, or asserted against any Indemnified Party liabilities, losses of every kind and nature (collectivelyincluding, the “Indemnified Liabilities”) without limitation, property damage, diminution in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents.value of
Appears in 2 contracts
Sources: Build to Suit Lease (At Home Corp), Build to Suit Lease (At Home Corp)
Indemnity. In addition to the payment of expenses pursuant to Section 8.5, the Borrower shall defendindemnify, indemnify defend and hold harmless Lender the Lender, and each any of its Affiliates parent corporations, subsidiary corporations, successor corporations, and their respective successors all present and assigns, including the directors, future officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys and agents of any of the foregoing (including any Servicerthe "Indemnitees") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any of the following (collectively, "Indemnified Liabilities"):
(a) Any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Loan Documents or the making of the Advances;
(b) Any claims, loss or damage to which any Indemnitee may be subjected if any representation or warranty contained in Section 5.13 proves to be incorrect in any respect or as a result of any violation of the covenant contained in Section 6.12(b) ; and
(c) Any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party counsel) in connection with the foregoing and any other investigative, administrative or judicial proceeding commenced or threatenedproceedings, whether or not Lender such Indemnitee shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be which are imposed on, incurred by, by or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, relating related to or arising out of or by reason in connection with the making of the Loan, including: (i) any breach by Borrower of its obligations under, Advances and the Loan Documents or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of Advances. Notwithstanding the Security Documentsforegoing, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have be obligated to indemnify any obligation to Indemnitee for any Indemnified Party hereunder to Liability caused by the extent that it is finally judicially determined that such Indemnified Liabilities arise from the bad faith, gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party Indemnitee. If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon such Indemnitee’s request, the Borrower, or counsel designated by the Borrower and providedsatisfactory to the Indemnitee, furtherwill resist and defend such action, that Borrower shall not have any obligation to any Indemnified Party suit or proceeding to the extent that and in the manner directed by the Indemnitee, at the Borrower’s sole costs and expense. Each Indemnitee will use its best efforts to cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it is finally judicially determined that such Indemnified Liability arises solely from violates any law or public policy, the failure Borrower shall nevertheless make the maximum contribution to the payment and satisfaction of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason each of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage Indemnified Liabilities which is sustained by any Indemnified Party until paidpermissible under applicable law. The obligations and liabilities of Borrower Borrower’s obligation under this Section 5.30 8.6 shall survive the Term termination of this Agreement and the exercise by Lender discharge of any the Borrower’s other obligations hereunder for a period of its rights or remedies under the Loan Documentsthree (3) years.
Appears in 2 contracts
Sources: Credit and Security Agreement (CPS Technologies Corp/De/), Credit and Security Agreement (CPS Technologies Corp/De/)
Indemnity. Borrower Excepting for the willful acts or negligence of Landlord, its agents and employees, Tenant indemnifies and shall defendhold Landlord, indemnify its agents and hold employees, harmless Lender from and each of defend Landlord, its Affiliates and their respective successors and assigns, including the directorsagents, officers, directors, partners, members, shareholders, participants, attorneys and employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilitiesclaims or liability for injury or death to any person or damage to any property whatsoever:
(a) either (i) occurring in, obligationson, lossesor about the Premises; or (ii) occurring in, damageson, penaltiesor about any facilities (including, actionswithout limitation, judgmentselevators, suitsstairways, claimspassageways or hallways) the use of which Tenant may have in conjunction with other occupants of the Building, when such injury, death or damage shall be caused in part or in whole by the act, neglect or fault of, or omission of any duty with respect to the same by Tenant, its agents, employees, contractors, invitees, licensees, tenants, or assignees; or
(b) arising from any work or thing whatsoever done by or benefiting the Tenant in or about the Premises or from transactions of the Tenant concerning the Premises; or
(c) arising from any breach or default on the part of the Tenant in the performance of any covenant or agreement on the part of the Tenant to be performed pursuant to the terms of this Lease; or
(d) otherwise arising from any act or neglect of the Tenant, or any of its agents, employees, contractors, invitees, licensees, tenants or assignees; and from and against all costs, expenses expenses, counsel fees, and disbursements of any kind court costs incurred or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party assessed in connection with any investigativeor all of the foregoing. Furthermore, administrative in case any action or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted brought against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or Landlord by reason of the Loanany claims or liability, including: (i) any breach by Borrower of its obligations under, Tenant agrees to cause such action or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming proceeding to be entitled defended at Tenant's sole expense by counsel reasonably satisfactory to a commission in connection with any Landlord. The provisions of this Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud claims or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation liability occurring or caused prior to any Indemnified Party expiration or termination of this Lease shall survive such expiration or termination. Tenant shall give immediate notice to Landlord in case of casualty or accidents in the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunderPremises. Any amounts payable to any Indemnified Party by reason of the application The provisions of this paragraph shall be payable on demand survive the expiration or sooner termination of this Lease. Except for the willful acts or negligence of Tenant, its agents, contractors, employees, invitees, licensees, visitors, and customers, Landlord hereby indemnifies and shall bear interest at the Default Rate hold Tenant harmless from the date loss and defend Tenant against any and all claims or liability for injury or death to any person or damage is sustained by to any Indemnified Party until paid. The obligations and liabilities property whatsoever arising from any breach or default on the part of Borrower under this Section 5.30 shall survive Landlord in the Term and the exercise by Lender performance of any covenant or agreement on the part of its rights or remedies under Landlord to be performed pursuant to the Loan Documentsterms of this Lease.
Appears in 2 contracts
Sources: Lease Agreement (Internet Security Systems Inc/Ga), Lease Agreement (Iss Group Inc)
Indemnity. Borrower The Tenant shall defend, promptly indemnify and hold save the Landlord harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penaltiescosts, actions, judgments, suitsexpenses, claims, costs, expenses and disbursements of any kind suits or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or actions arising out of any breach, violation or non-observance by reason the Tenant of the Loan, including: (i) any breach by Borrower of its obligations under, or under the Lease; from any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property while such property shall be in or about the Leased Premises including but not limited to the systems, furnishings and amenities thereof, as a result of the willful or negligent act or omission of the Tenant, its employees, agents, invitees or licensees; and from any injury to any employee, agent, invitee or licensee, of the Tenant, including but not limited to death resulting at any time therefrom, occurring in, on or about the Property or on Project or any part thereof. The Tenant shall pay all such costs and expenses to the adjoining sidewalksLandlord [Intentionally Deleted] within fifteen (15) days of written demand therefor. Notwithstanding anything else herein contained, curbsthis indemnity shall survive the expiry or earlier termination of the Term. The Landlord shall promptly indemnify and save the Tenant harmless from any and all liabilities, adjacent damages, costs, expenses, claims, suits or actions arising out of any breach, violation or non-observance by the Landlord of any of its obligations under the Lease; from any damage to property while such property shall be in or adjacent parking areasabout the Property (excluding however the Leased Premises) including but not limited to the systems, streets furnishings and amenities thereof, as a result of the willful or waysnegligent act or omission of the Landlord, its employees, agents, invitees or licensees; (vi) and from any useinjury to any employee, nonuse agent, invitee or condition inlicensee, of the Landlord, including but not limited to death resulting at any time therefrom, occurring on or about the Property or on adjoining sidewalksProject or any part thereof (excluding however the Leased Premises), curbsthe whole save and except where such liabilities, adjacent property damages, costs, expenses, claims, suits or adjacent parking areasactions in question are insured against or required to be insured against by the Tenant pursuant to the provisions of Section 9.01 of this Lease, streets or ways; (vii) performance of in which case the foregoing indemnification by the Landlord shall not apply and Landlord will be released from any labor or services or such claims by the furnishing of any materials or other property in respect of Tenant. In the Property; (viii) event the presenceforegoing indemnity does apply, disposalwhere applicable the Landlord shall, escapeat its sole option, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to either pay all such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from Tenant within fifteen (15) days of written demand therefor or deduct the gross negligence, illegal acts, fraud or willful misconduct amount of such Indemnified Party costs and provided, further, that Borrower shall not have expenses against any obligation to any Indemnified Party amounts owing or becoming due to the extent that it is finally judicially determined that such Indemnified Liability arises solely from Landlord by the failure of Lender or any third party or other respective agents to comply with any applicable federalTenant. Notwithstanding anything else herein contained, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 indemnity shall survive the Term and expiry or earlier termination of the exercise by Lender of any of its rights or remedies under the Loan DocumentsTerm.
Appears in 2 contracts
Sources: Lease (Repare Therapeutics Inc.), Lease (Repare Therapeutics Inc.)
Indemnity. Borrower shall defend, (a) Each Loan Party hereby agrees to indemnify the Released Parties and hold them harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all claims, debts, liabilities, demands, obligations, lossesactions, damagescauses of action, penalties, actions, judgments, suits, claims, costs, costs and expenses and disbursements of any kind or nature whatsoever (including the reasonable fees internal and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory external attorneys' fees, consultant fees and litigation expenses), that of every nature, character and description, which the Released Parties may be imposed on, incurred by, sustain or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to incur based upon or arising out of or by reason any of the Loantransactions contemplated by this Agreement or any other Loan Documents or any of the Obligations, including: including any transactions or occurrences relating to the issuance of any Letter of Credit, any Collateral relating thereto, any drafts thereunder and any errors or omissions relating thereto (iincluding any loss or claim due to any action or inaction taken by the issuer of any Letter of Credit, Agent or any Lender) (and for this purpose any breach charges to Agent or any Lender by Borrower any issuer of its obligations underLetters of Credit shall be conclusive as to their appropriateness and may be charged to the Loan Account), or any misrepresentation other matter, cause or thing whatsoever occurred, done, omitted or suffered to be done by Borrower contained in, Agent or any Lender relating to any Loan Document; Party or the Obligations (ii) except any such amounts sustained or incurred solely as the use or intended use result of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and providedReleased Parties, further, that Borrower as finally determined by a court of competent jurisdiction). This Section 10.3 shall not have apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from any obligation non-Tax claim. Notwithstanding any provision in this Agreement to any Indemnified Party to the contrary, this Section 10.3 shall remain operative even after the Termination Date and shall survive the payment in full of all of the Loans.
(b) To the extent that any Loan Party fails to pay any amount required to be paid by it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender to Agent (or any third party Released Party of Agent) under paragraph (a) above, each Lender severally agrees to pay to Agent (or other respective agents to comply with any applicable federalsuch Released Party), state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason such Lender's Pro Rata Share (determined as of the application time that the applicable unreimbursed expense or indemnity payment is sought) of this paragraph such unpaid amount (it being understood that any such payment by the Lenders shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by not relieve any Indemnified Loan Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of default in the payment thereof); provided that the unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or asserted against Agent in its rights or remedies under the Loan Documentscapacity as such.
Appears in 2 contracts
Sources: Loan and Security Agreement (Horizon Global Corp), Loan and Security Agreement (Horizon Global Corp)
Indemnity. (a) The Borrower shall defendindemnify each Credit Party and each Related Party thereof (each such Person being called an “Indemnified Person”) against, indemnify and hold each Indemnified Person harmless Lender from, any and each of its Affiliates all losses, claims, damages, liabilities and their respective successors and assignsrelated expenses, including the directorsreasonable fees, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses charges and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an any Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed onPerson, incurred by, by or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or Person arising out of, in connection with, or as a result of or by reason of the Loan, including: (i) the execution or delivery of any breach by Borrower of its obligations under, Loan Document or any misrepresentation agreement or instrument contemplated thereby, the performance by Borrower contained inthe parties to the Loan Documents of their respective obligations thereunder or the consummation of the transactions contemplated hereby or any other transactions contemplated thereby, any Loan Document; (ii) any Loan or Letter of Credit or the use or intended use of the proceeds of the Loan; thereof, (iii) any information provided actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by the Borrower or on behalf any of Borrowerthe Subsidiaries, or contained any Environmental Liability related in any documentation approved by Borrower; way to the Borrower or any of the Subsidiaries or (iv) ownership any actual or prospective claim, litigation, investigation or proceeding relating to any of the Security Documentsforegoing, the Collateral whether based on contract, tort or any interest thereinother theory and regardless of whether any Indemnified Person is a party thereto, or receipt of any Rents; (v) any accidentprovided that such indemnity shall not, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder Person, be available to the extent that it is finally judicially such losses, claims, damages, liabilities or related expenses are determined that such Indemnified Liabilities arise by a court of competent jurisdiction by final and nonappealable judgment to have resulted primarily from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and providedPerson. Notwithstanding the above, further, that the Borrower shall not have any obligation no liability under clause (i) of this Section 11.10 to indemnify or hold harmless any Indemnified Party Person for any losses, claims, damages, liabilities and related expenses relating to income or withholding taxes or any tax in lieu of such taxes.
(b) To the extent that the Borrower fails to promptly pay any amount required to be paid by it to the Administrative Agent under subsection (a) of this Section 11.10, each Lender severally agrees to pay to the Administrative Agent an amount equal to the product of such unpaid amount multiplied by (i) at any time when no Loans are outstanding, its Commitment Percentage, or if no Commitments then exist, its Commitment Percentage on the last day on which Commitments did exist, and (ii) at any time when Loans are outstanding (x) if the Commitments then exist, its Commitment Percentage or (y) if the Commitments have been terminated or otherwise no longer exist, the percentage equal to the fraction, (A) the numerator of which is finally judicially determined that the sum of such Indemnified Liability arises solely from Lender’s Credit Exposure and (B) the failure denominator of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason which is the sum of the application Aggregate Credit Exposure (in each case determined as of this paragraph shall be payable on demand and shall bear interest at the Default Rate from time that the date loss applicable unreimbursed expense or damage indemnity payment is sustained sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as applicable, was incurred by any Indemnified Party until paid. or asserted against the Administrative Agent in its capacity as such.
(c) The obligations of the Borrower and liabilities of Borrower the Lenders under this Section 5.30 11.10 shall survive the Term termination of the Commitments and the exercise by Lender payment of any of its rights or remedies the Loans and the Notes and all other amounts payable under the Loan Documents.
(d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnified Person, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct and actual damages) arising out of, in connection with, or as a result of, any Loan Document or any agreement, instrument or other document contemplated thereby, the transactions contemplated hereby or any Loan or any Letter of Credit or the use of the proceeds thereof.
Appears in 2 contracts
Sources: Credit Agreement (CVS Caremark Corp), Credit Agreement (CVS Caremark Corp)
Indemnity. Borrower shall defend, The Lessees each agree to indemnify and hold harmless Lender and each the Series 2007-1 Letter of its Affiliates and Credit Provider and, in their respective successors and assigns, including the directorscapacities as such, officers, partners, membersdirectors, shareholders, participantsaffiliates, controlling persons, employees, professionals agents and agents of any servants of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any Series 2007-1 Letter of the foregoing (each, an “Indemnified Party”)Credit Provider, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, claims, costs, costs or expenses and disbursements whatsoever which the Series 2007-1 Letter of Credit Provider may incur or which may be claimed against the Series 2007-1 Letter of Credit Provider by any kind or nature Person whatsoever (including the reasonable fees and disbursements expenses of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”counsel) in any manner, relating to or each case arising out of or by reason of or in connection with, or in connection with the Loanpreparation of a defense of, including: (i) any breach investigation, litigation or proceeding arising out of, relating to or in connection with the execution and delivery of, or payment of any LOC Credit Disbursement or LOC Termination Disbursement payable by Borrower the Lessees under the Series 2007-1 Letter of its obligations underCredit or this Agreement or any other Related Document, or any misrepresentation by Borrower contained in, acts or omissions of any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission Lessees in connection with any Lease herewith or other transaction involving the Property or any part thereoftherewith, or any liability asserted against Lender with transactions contemplated hereby or thereby (whether or not consummated), or any inaccuracies or alleged inaccuracies in any material respect thereto; and (xiv) the claims or any untrue statement or alleged untrue statement of any lessee of any portion of the Property Lessees contained or incorporated by reference in any Person acting through Related Document or the omission or alleged omission by any of the Lessees to state therein a material fact necessary to make such statements, in the light of the circumstances under any lessee which they are or otherwise arising under or as a consequence of any Lease; providedwere made, howevernot misleading, that Borrower shall not have any obligation to any Indemnified Party hereunder except to the extent that it such claim, damage, loss, liability, cost or expense is finally judicially determined that such Indemnified Liabilities arise from caused by the gross negligence, illegal acts, fraud or willful misconduct or gross negligence of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from Series 2007-1 Letter of Credit Provider or a breach by the failure Series 2007-1 Letter of Lender Credit Provider (or its agents or employees or any third party or other respective agents to comply with Person under its control) of its obligations under the Series 2007-1 Letter of Credit, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction, and provided that any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph such Lessee shall be payable on demand required to indemnify the Series 2007-1 Letter of Credit Provider, in connection with prosecuting or defending any such claims, for reasonable attorneys’ fees and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsexpenses.
Appears in 2 contracts
Sources: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc), Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Indemnity. Borrower shall defend, The Lessees each agree to indemnify and hold harmless Lender and each the Series 2010-3 Letter of its Affiliates and Credit Provider and, in their respective successors and assigns, including the directorscapacities as such, officers, partners, membersdirectors, shareholders, participantsaffiliates, controlling persons, employees, professionals agents and agents of any servants of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any Series 2010-3 Letter of the foregoing (each, an “Indemnified Party”)Credit Provider, from and against any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities, penalties, actions, judgments, suits, claims, costs, costs or expenses and disbursements whatsoever which the Series 2010-3 Letter of Credit Provider may incur or which may be claimed against the Series 2010-3 Letter of Credit Provider by any kind or nature Person whatsoever (including the reasonable fees and disbursements expenses of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”counsel) in any manner, relating to or each case arising out of or by reason of or in connection with, or in connection with the Loanpreparation of a defense of, including: (i) any breach investigation, litigation or proceeding arising out of, relating to or in connection with the execution and delivery of, or payment of any LOC Credit Disbursement or LOC Termination Disbursement payable by Borrower the Lessees under the Series 2010-3 Letter of its obligations underCredit or this Agreement or any other Related Document, or any misrepresentation by Borrower contained in, acts or omissions of any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission Lessees in connection with any Lease herewith or other transaction involving the Property or any part thereoftherewith, or any liability asserted against Lender with transactions contemplated hereby or thereby (whether or not consummated), or any inaccuracies or alleged inaccuracies in any material respect thereto; and (xiv) the claims or any untrue statement or alleged untrue statement of any lessee of any portion of the Property Lessees contained or incorporated by reference in any Person acting through Related Document or the omission or alleged omission by any of the Lessees to state therein a material fact necessary to make such statements, in the light of the circumstances under any lessee which they are or otherwise arising under or as a consequence of any Lease; providedwere made, howevernot misleading, that Borrower shall not have any obligation to any Indemnified Party hereunder except to the extent that it such claim, damage, loss, liability, cost or expense is finally judicially determined that such Indemnified Liabilities arise from caused by the gross negligence, illegal acts, fraud or willful misconduct or gross negligence of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from Series 2010-3 Letter of Credit Provider or a breach by the failure Series 2010-3 Letter of Lender Credit Provider (or its agents or employees or any third party or other respective agents to comply with Person under its control) of its obligations under the Series 2010-3 Letter of Credit, in each case as determined by a final and non-appealable judgment of a court of competent jurisdiction, and provided that any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph such Lessee shall be payable on demand required to indemnify the Series 2010-3 Letter of Credit Provider, in connection with prosecuting or defending any such claims, for reasonable attorneys’ fees and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsexpenses.
Appears in 2 contracts
Sources: Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc), Enhancement Letter of Credit Application and Agreement (Dollar Thrifty Automotive Group Inc)
Indemnity. Borrower shall In any action, proceeding or claim brought or asserted by a third party, Manager will defend, indemnify and hold harmless Lender Licensee (and each any of its Affiliates and Affiliates, their respective successors and assignsdirectors, including the directorstrustees, officers, partnersshareholders, membersemployees and agents) harmless from and against any claims, losses, expenses, costs, suits, actions, proceedings, demands or liabilities that are asserted against, or sustained or incurred by them because of Manager’s breach of any material term of this Agreement, or arising from Manager’s failure to act or not act in accordance with Licensee’s reasonable instructions or gross negligence, fraud, or willful misconduct, except to the extent caused by Licensee’s breach of any material term of this Agreement, gross negligence, fraud or willful misconduct. Licensee will defend, indemnify, and hold Manager (and any of its Affiliates, their respective directors, trustees, officers, shareholders, participants, employees, professionals employees and agents of any of the foregoing (including any Serviceragents) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”)harmless, from and against any and all liabilitiesclaims, obligationsexpenses, lossescosts, damages, penaltiessuits, actions, judgmentsproceedings, suitsdemands, claimsor liabilities that are asserted against, costsor sustained or incurred by them in connection with the performance of Manager’s duties under this Agreement or otherwise while acting within the scope of the agency established by the parties to this Agreement and in accordance with Section 15.04, expenses and disbursements or in the case of an action, proceeding or claim brought or asserted by a third party against any of them as a result of Licensee’s breach of any kind material term of this Agreement, violation of Legal Requirements, instructions to Manager to act or nature whatsoever (including not act with respect to the relevant matter or gross negligence, fraud or willful misconduct, except to the extent caused by Manager’s breach of any material term of this Agreement, failure to act or not act in accordance with Licensee’s reasonable fees instructions, gross negligence, fraud or willful misconduct. The scope of the foregoing indemnities includes any and disbursements of counsel for an Indemnified Party all costs and expenses properly incurred in connection with any investigativeproceedings to defend any indemnified claim, administrative or judicial proceeding commenced to enforce the indemnity, or threatened, whether or not Lender both. Recovery upon an indemnity contained in this Agreement shall be designated a reduced dollar-for-dollar by any applicable insurance collected by the indemnified party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) to the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that covered by such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidindemnity. The parties obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsTermination.
Appears in 2 contracts
Sources: Management Agreement (Five Star Quality Care Inc), Management Agreement (Senior Housing Properties Trust)
Indemnity. Borrower The representations, warranties and covenants made by the Subscriber herein shall defendsurvive the acceptance by the Company of his/her/its Subscription. The Subscriber acknowledges that he/she/it understands the meaning and legal consequences of the representations and warranties contained in Section 7, and Subscriber hereby agrees to indemnify and hold harmless Lender the Company and each of its Affiliates and their respective successors and assignsofficers, including the directors, officers, partners, managing and non-managing members, shareholders, participants, employees, professionals employees and agents of any of the foregoing (including any Servicer) and affiliates, and each other Personperson, if any, who Controls Lender, its Affiliates or any controls the Company within the meaning of Section 15 of the foregoing Securities Act (each, an the “Indemnified PartyIndemnitee”), from and against any and all liabilitieslosses, obligationsclaims, lossesdemands, damages, penalties, actions, judgments, suits, claims, costs, liabilities and expenses and disbursements of any kind or nature whatsoever (including costs and including, but not limited to, any and all reasonable attorneys’ fees, including attorneys’ fees on appeal and expenses reasonably incurred in investigating, preparing or defending against any false representation or warranty, or breach, or failure by the reasonable fees and disbursements Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of counsel for an Indemnified Party the Indemnitees in connection with this Offering) incurred by each such person and/or entity in connection with defending or investigating any investigative, administrative such claims or judicial proceeding commenced or threatenedliabilities, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) resulting in any mannerliability to such person, relating to which any such Indemnitee may become subject under the Securities Act, under any statutes, at common law, foreign law or arising otherwise, insofar as such losses, claims, demands, liabilities and/or expenses: (a) arise out of or are based upon any untrue statement of a fact made by reason the Subscriber and contained in this Agreement, or (b) arise out of the Loan, including: (i) or are based upon any breach by Borrower Subscriber of its obligations underany representation, warranty, or agreement made by Subscriber contained herein or in the Investor Questionnaire, or (c) arise out of the sale/transfer of Units, of the Securities Act, or any misrepresentation by Borrower contained inother applicable state, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrowerfederal, or contained in any documentation approved by Borrower; (ivforeign securities law. Opening Night Enterprises/Subscription Agreement & Investor Questionnaire/(2019/20) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents.11
Appears in 2 contracts
Sources: Subscription Agreement (Opening Night Enterprises, LLC), Subscription Agreement (Opening Night Enterprises, LLC)
Indemnity. Borrower shall defend(a) In connection with the registration of the Registrable Securities pursuant to Clause 2.2, 2.3 or 2.4 hereof, the Company will indemnify and hold harmless Lender harmless, (i) each Selling Holder and each the partners (which shall include any partners of its Affiliates and their respective successors and assigns, including the directorspartners), officers, partners, membersdirectors, shareholders, participantsaffiliates, employeeslegal counsel and accountants for each such Selling Holder, professionals (ii) any underwriter of such Registrable Securities thereunder and agents of any of the foregoing (including any Serviceriii) and each other Personperson, if any, who Controls Lendercontrols such seller or underwriter within the meaning of the Securities Act, its Affiliates against any losses, claims, damages, expenses (including, without limitation, reasonable attorneys’ fees and disbursements) or liabilities (joint, or several), to which such seller, underwriter or controlling person may become subject under the Securities Act, Exchange Act or other federal or state law, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the foregoing circumstances under which they were made, or (c) any violation or alleged violation by the Company or its agents of any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state law, applicable to the Company or its agents and relating to action or inaction required of the Company in connection with such registration (each, an a “Indemnified PartyViolation”), from and against any and all liabilitiesthe Company will reimburse each such Selling Holder, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever partner (including the reasonable fees and disbursements partners of counsel such partner), officer, director, legal counsel, accountant, underwriter or controlling person for an Indemnified Party any legal or other expenses reasonably incurred by them in connection with investigating or defending any investigativesuch loss, administrative or judicial proceeding commenced or threatenedclaim, whether or not Lender shall be designated a party theretodamage, court costs and costs of appeal at all appellate levelsliability, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred byaction, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseViolation; provided, however, that Borrower the indemnity agreement contained in this Clause 2.7(a) shall not have apply to amounts paid in settlement of any obligation such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company, which consent shall not be unreasonably withheld; provided, further, that the Company shall not be liable to any Indemnified Party hereunder Selling Holder, underwriter or controlling person for any such loss, claim, damage, liability or action to the extent that it arises out of or is finally judicially determined that based on a Violation which occurs in reliance upon and in conformity with written information furnished by such Indemnified Liabilities arise from the gross negligenceSelling Holder, illegal acts, fraud underwriter or willful misconduct controlling person expressly as stated in writing for use in connection with such registration. The indemnity provided for in this Clause 2.7(a) shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party Selling Holder, underwriter or controlling person and shall survive transfer of such securities by such Selling Holder.
(b) Each Selling Holder will indemnify and hold harmless the Company, its directors, each officer who has signed the registration statement, legal counsel and accountants, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter and each person who controls any underwriter, and any other Selling Holder or any of its partners, officers, directors, shareholders or affiliates, or any person who controls such Selling Holder, against all losses, claims, damages, expenses (including without limitation, reasonable attorneys’ fees and disbursements) or liabilities (joint or several), to which the Company or such officer, director, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (a) any untrue statement or alleged untrue statement of a material fact contained in the registration statement under which such Registrable Securities were registered under the Securities Act pursuant to Clause 2.2, 2.3 or 2.4 hereof, including any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (b) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading in light of the circumstances under which they were made; provided, however, that the indemnity agreement contained in this Clause 2.7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Selling Shareholder, which consent shall not be unreasonably withheld; provided, further, that Borrower shall not have such Selling Holder will be liable hereunder in any obligation to any Indemnified Party such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished by such Selling Holder expressly as stated in a writing for use in connection with such registration. In no event shall any indemnity under this Clause 2.7(b) exceed the net proceeds from the offering received by such Selling Holder.
(c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Clause 2.7 and shall only relieve it from any liability which it may have to such indemnified party under this Clause 2.7 if and to the extent the indemnifying party is materially prejudiced by such omission. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense, the indemnifying party shall not be liable to such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected, provided, however, that, if the indemnified party reasonably determines that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding, the indemnified party shall have the right to select a separate counsel and to assume such legal defenses and otherwise to participate in the defense of such action, with the expense and fees of such separate counsel and other expenses related to such participation to be reimbursed by the indemnifying party as incurred.
(d) In order to provide for just and equitable contribution to joint liability in any case in which either (i) a claim for indemnification is made pursuant to this Clause 2.7 but it is finally judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration or time to appeal or the denial of the last right of appeal) that such Indemnified Liability arises solely indemnification may not be enforced in such case notwithstanding the fact that this Clause 2.7 provided for indemnification in such case, or (ii) contribution under the Securities Act may be required on the part of any such person seeking indemnity under the terms of this Clause 2.7(d); then, and in each such case, the Company and such person will contribute to the aggregate losses, claims, damages or liabilities to which they may be subject (after contribution from others) in such proportion so that such person is responsible for the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party portion represented by reason the percentage that the public offering price of the application Registrable Securities held by such person and offered by the registration statement bears to the public offering price of this paragraph all securities offered by such registration statement, and the Company is responsible for the remaining portion; provided, however, that in any such case, no person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person or entity who was not guilty of such fraudulent misrepresentation and; provided, further, that in no event shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower contribution under this Section 5.30 shall survive Clause 2.7(d) on the Term and the exercise by Lender part of any of its rights or remedies under seller exceed the Loan Documentsnet proceeds received by such seller in such offering.
Appears in 2 contracts
Sources: Registration Rights Agreement, Registration Rights Agreement (Yandex N.V.)
Indemnity. Borrower Lessee shall indemnify, defend, indemnify protect, save, hold harmless, and hold harmless Lender reimburse Lessor and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”)for, from and against any and all costs, losses (including, losses of use or economic benefit or diminution in value), liabilities, obligations, losses, damages, penaltiesassessments, actionslawsuits, judgmentsdeficiencies, suitsdemands, claimsclaims and expenses (collectively, costs, expenses and disbursements of any kind or nature whatsoever “Environmental Costs”) (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a arising out of third party thereto, court costs claims and costs regardless of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred bywhether liability without fault is imposed, or asserted against sought to be imposed, on Lessor or any Indemnified Party of its Affiliates) incurred in connection with, arising out of, resulting from or incident to, directly or indirectly, before or during the Term (i) required by any Environmental Law, by any Governmental Authority or to respond to a threat to human health or a risk of property damage, the production, use, generation, storage, treatment, transporting, disposal, discharge, release or other handling or disposition of any Hazardous Substances from, in, on or about the Leased Property (or any portion thereof or any Capital Additions (collectively, “Handling”), including the “Indemnified Liabilities”) in effects of such Handling of any manner, relating to Hazardous Substances on any Person or arising out of property within or by reason outside the boundaries of the Loan, including: (i) any breach by Borrower of its obligations under, Leased Property or any misrepresentation by Borrower contained inCapital Additions, any Loan Document; (ii) required by any Environmental Law, by any Governmental Authority or to respond to a threat to human health or a risk of property damage, the use presence of any Hazardous Substances, Mold or intended use of Mold Condition in, on, under or about the proceeds of the Loan; Leased Property (or any portion thereof) or any Capital Additions, (iii) the violation of any information provided by Legal Requirements (including Environmental Laws) related to Hazardous Substances in, on, under or on behalf of Borrowerabout the Leased Property (or any portion thereof) or any Capital Additions, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury illness to or death of persons or loss of or damage to or destruction of property occurring resulting from such Mold or Mold Condition in, on on, under or about the Leased Property or on the adjoining sidewalksany Capital Additions, curbs, adjacent property or adjacent parking areas, streets or ways; and (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xiiv) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documents.Lessee to
Appears in 2 contracts
Sources: Master Lease and Security Agreement (Brookdale Senior Living Inc.), Master Lease and Security Agreement (Hcp, Inc.)
Indemnity. Borrower shall defend(a) The Issuer and each Guarantor agree, jointly and severally, to indemnify and hold harmless Lender harmless, to the extent permitted by law, Subscriber, its directors and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any agents, and each person who controls Subscriber (within the meaning of the foregoing (including any ServicerSecurities Act or the Exchange Act) and each other Person, if any, who Controls Lender, its Affiliates or any affiliate of Subscriber (within the foregoing (each, an “Indemnified Party”), meaning of Rule 405 under the Securities Act) from and against any and all liabilitieslosses, obligations, lossesclaims, damages, penaltiestaxes, actionsliabilities and expenses (including, judgmentswithout limitation, suitsany reasonable external attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) caused by (a) any breach of any of the representations, warranties, covenants or agreements made by the Note Parties in this Agreement or in the Note Documents or Warrants to which it is a party, or (b) any action instituted against such Subscriber in any capacity, or any of them or their respective affiliates, by any stockholder of the Issuer who is not an affiliate of such Subscriber, with respect to any of the transactions contemplated by the Note Documents or Warrants (unless such action is primarily based upon a material breach of such Subscriber’s representations, warranties or covenants under the Note Documents or Warrants or any agreements or understandings the Subscriber may have with any such stockholder or any violations by the Subscriber of state or federal securities laws or any conduct by the Subscriber which is finally judicially determined to constitute fraud, gross negligence or willful misconduct).
(b) Each Subscriber agrees, severally and not jointly, to indemnify and hold harmless the Issuer, Guarantors, each of their respective directors, officers, employees and agents, and each person who controls the Issuer or any Guarantor (within the meaning of the Securities Act or the Exchange Act) and each affiliate of the Issuer against any losses, claims, costsdamages, liabilities and expenses and disbursements of any kind or nature whatsoever (including the including, without limitation, reasonable external attorneys’ fees and disbursements of counsel for an Indemnified Party expenses incurred in connection with defending or investigating any investigativesuch action or claim) resulting from any untrue statement of material fact contained in the Registration Statement, administrative prospectus or judicial proceeding commenced preliminary prospectus or threatenedany amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, whether but only to the extent that such untrue statement or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) omission is contained in any manner, relating to information or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided affidavit so furnished in writing by or on behalf of Borrower, or contained Subscriber expressly for use therein. In no event shall the liability of Subscriber be greater in any documentation approved by Borrower; (iv) ownership amount than the dollar amount of the Security Documentsnet proceeds received by Subscriber upon the sale of the Underlying Shares giving rise to such indemnification obligation.
(c) Any person entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the Collateral indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.
(d) The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any interest thereinofficer, director, employee, agent, affiliate or receipt controlling person of such indemnified party and shall survive the transfer of any Rents; Notes or Warrants purchased pursuant to this Agreement and the corresponding Underlying Shares.
(ve) any accident, injury If the indemnification provided under this Section 7 from the indemnifying party is unavailable or insufficient to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the Property; (viii) indemnifying party, in lieu of indemnifying the presenceindemnified party, disposalshall contribute to the amount paid or payable by the indemnified party as a result of such losses, escapeclaims, seepagedamages, leakageliabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, spillageas well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, dischargeamong other things, emissionwhether any action in question, releaseincluding any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or threatened release of any Hazardous Substance onrelates to information supplied by or on behalf of, from such indemnifying party or affecting indemnified party, and the Property; (ix) any personal injury (including wrongful death) indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or property damage (real prevent such action. The amount paid or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation payable by a party as a result of the Environmental Laws which is based upon losses or in other liabilities referred to above shall be deemed to include, subject to the limitations set forth above, any way related to legal or other fees, charges or expenses reasonably incurred by such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission party in connection with any Lease investigation or other transaction involving proceeding. No person guilty of fraudulent misrepresentation (within the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xivmeaning of Section 11(f) the claims of any lessee of any portion of the Property or Securities Act) shall be entitled to contribution pursuant to this Section 7 from any Person acting through or under person who was not guilty of such fraudulent misrepresentation. Any contribution pursuant to this Section 7(e) by any lessee or otherwise arising under or as a consequence seller of any Lease; provided, however, that Borrower Underlying Shares shall not have any obligation to any Indemnified Party hereunder be limited in amount to the extent that it is finally judicially determined that amount of net proceeds received by such Indemnified Liabilities arise seller from the gross negligence, illegal acts, fraud or willful misconduct sale of such Indemnified Party and providedNotes, further, that Borrower shall not have any obligation to any Indemnified Party Warrants or Underlying Shares. Notwithstanding anything to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender contrary herein, in no event will any party be liable for consequential, special, exemplary or any third party or other respective agents to comply punitive damages in connection with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsAgreement.
Appears in 2 contracts
Sources: Subscription Agreement (Global Crossing Airlines Group Inc.), Subscription Agreement (Global Crossing Airlines Group Inc.)
Indemnity. Borrower (a) Each Loan Party shall defend, and does hereby jointly and severally indemnify and hold harmless Lender and each of its Affiliates defend Agent, Lenders, and their respective successors and assigns, including the and their respective directors, officers, partners, members, shareholders, participants, employees, professionals consultants, attorneys, agents and agents of any of the foregoing affiliates (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyIndemnitee”), ) from and against any and all liabilities, obligations, losses, damages, expenses, penalties, actions, judgments, suits, claims, costsactions and suits (including, expenses and disbursements without limitation, related reasonable attorneys’ fees and, without duplication, the allocated costs of in-house legal counsel) of any kind whatsoever arising, directly or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigativeindirectly, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that which may be imposed on, incurred by, by or asserted against such Indemnitee as a result of or in connection with this Agreement, the other Debt Documents or any Indemnified Party of the transactions contemplated hereby or thereby (collectively, the “Indemnified Liabilities”) in any manner); provided that, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any no Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower Party shall not have any obligation to any Indemnitiee with respect to any Indemnified Party hereunder Liabilities to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower Indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction. This provision shall not have any obligation to any Indemnified Party survive the termination of this Agreement.
(b) Notwithstanding anything to the extent contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other applicable governmental authority shall assert that it is finally judicially determined unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any LIBOR Loan, then on notice thereof and demand therefor by such Lender to the Borrower, (i) the obligation of such Lender to agree to make or to make or to continue to fund or maintain LIBOR Loans shall terminate and (ii) Borrower shall prepay in full all outstanding LIBOR Loans owing to such Lender, together with interest accrued thereon, unless the Borrower, within five (5) Business Days after the delivery of such notice and demand, converts all such LIBOR Loans into Base Rate Loans.
(c) To induce Lenders to provide the LIBOR option on the terms provided herein, if (i) any LIBOR Loans are repaid in whole or in part prior to the last day of any calendar month (whether that such Indemnified Liability arises solely repayment is made pursuant to any provision of this Agreement or any other Debt Document or occurs as a result of acceleration, by operation of law or otherwise); (ii) Borrower shall default in payment when due of the principal amount of or interest on any LIBOR Loan; (iii) Borrower shall refuse to accept any borrowing of, or shall request a termination of any borrowing, conversion into or continuation of LIBOR Loans after Borrower has given notice requesting the same in accordance herewith; or (iv) Borrower shall fail to make any prepayment of a LIBOR Loan after Borrower has given a notice thereof in accordance herewith, then Borrower shall indemnify and hold harmless each Lender from and against all losses (other than lost profits), costs and expenses resulting from or arising from any of the foregoing. Such indemnification shall include any loss (excluding loss of margin) or expense arising from the failure reemployment of Lender funds obtained by it or any third party or other respective agents from fees payable to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunderterminate deposits from which such funds were obtained. Any For the purpose of calculating amounts payable to any Indemnified Party by reason of the application of a Lender under this paragraph subsection, each Lender shall be payable on demand and shall bear deemed to have actually funded its relevant LIBOR Loan through the purchase of a deposit bearing interest at LIBOR in an amount equal to the Default Rate from amount of that LIBOR Loan and having a maturity comparable to the date loss or damage is sustained by relevant calendar month; provided, that each Lender may fund each of its LIBOR Loans in any Indemnified Party until paid. The obligations manner it sees fit, and liabilities the foregoing assumption shall be utilized only for the calculation of Borrower amounts payable under this Section 5.30 subsection. This covenant shall survive the Term termination of this Agreement and the exercise by Lender payment of any of its rights or remedies under the Loan DocumentsNotes and all other amounts payable hereunder.
Appears in 2 contracts
Sources: Loan and Security Agreement (Salient Surgical Technologies, Inc.), Loan and Security Agreement (Salient Surgical Technologies, Inc.)
Indemnity. Borrower (1) The Corporation undertakes to indemnify and hold harmless each of the Agent and the Paying Agents against all losses, liabilities, costs (including, without limitation, legal fees and expenses), expenses, claims, actions or demands which the Agent or any Paying Agent, as the case may be, may reasonably incur or which may be made against the Agent or any Paying Agent, as a result of or in connection with the appointment or the exercise of or performance of the powers, discretions, authorities and duties of the Agent or any Paying Agent under this Agreement except such as may result from its own gross negligence, bad faith or failure to comply with its obligations hereunder or that of its officers, employees or agents.
(2) Each of the Agent and the Paying Agents shall defendseverally indemnify and hold harmless the Corporation against any loss, liability, costs (including, without limitation, legal fees and expenses), expense, claim, action or demand which it may reasonably incur or which may be made against it as a result of such Agent's or Paying Agent's own negligence, bad faith or material failure to comply with its obligations under this Agreement or that of its officers, employees or agents.
(3) If, under any applicable law and whether pursuant to a judgment being made or registered or in the liquidation, insolvency or analogous process of any party hereto or for any other reason, any payment under or in connection with this Agreement is made or fails to be satisfied in a currency (the "Other Currency") other than that in which the relevant payment is expressed to be due (the "Required Currency") under this Agreement, then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the payee to purchase the Required Currency with the Other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for it to do so or, in the case of a liquidation, insolvency or analogous process, at the rate of exchange on the latest date permitted by applicable law for the determination of liabilities in such liquidation, insolvency or analogous process) actually received by the payee falls short of the amount due under the terms of this Agreement, the payor shall, as a separate and independent obligation, indemnify and hold harmless Lender the payee against the amount of such shortfall. For the purpose of this Clause 26, "rate of exchange" means the rate at which the payee is able on the relevant date to purchase the Required Currency with the Other Currency and each of its Affiliates shall take into account any premium and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsexchange.
Appears in 2 contracts
Sources: Agency Agreement (Nationsbank Corp), Agency Agreement (Nationsbank Corp)
Indemnity. Borrower 9.1.1. Except for the negligence or willful misconduct of Landlord (or those for whom Landlord is legally responsible), to the maximum extent this agreement may be made effective according to law, Tenant shall defend, indemnify and hold save harmless Lender and each of Landlord (together with its Affiliates and their respective successors and assignsofficers, including the directors, officersstockholders, partners, beneficial owners, trustees, managers, members, shareholders, participants, employees, professionals agents, contractors, attorneys, and agents of any of the foregoing (including any Servicermortgagees) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements claims of any kind or whatever nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, includingfrom: (i) any breach by Borrower act, omission or negligence of its obligations underTenant, or Tenant's contractors, licensees, invitees, agents, servants or employees ("Tenant's Agents"), or any misrepresentation default or failure to perform an obligation (after applicable notice and cure periods) by Borrower contained in, any Loan DocumentTenant hereunder; or (ii) any accident, injury, damage or loss whatsoever caused to any person or property during the Term, and thereafter, so long as Tenant is in occupancy of any part of the Premises, and occurring in the Premises, or arising out of the use or intended use and occupancy of the proceeds of the LoanPremises by Tenant and Tenant's Agents; or (iii) any information provided by accident, injury, damage or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership loss occurring outside of the Security DocumentsPremises, where such accident, injury, damage or loss results or is claimed to have resulted from the Collateral act, omission or negligence of Tenant or Tenant's Agents. Tenant's obligations hereunder shall include any interest thereinother matters for which Tenant has agreed to indemnify Landlord pursuant to any other provision of this Lease.
9.1.2. This indemnity and hold harmless agreement shall include indemnity against all reasonable costs, expenses and liabilities incurred in or receipt in connection with any such claim or proceeding brought thereon and providing a defense, with counsel reasonably satisfactory to Landlord, at Tenant's sole expense, within ten (10) days after written demand from Landlord, of any Rents; (v) any accidentclaims, injury to action or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) proceeding arising out of or related relating hereto whether or not litigated or reduced to such Hazardous Substance; (x) any lawsuit brought judgment and whether or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentswell founded.
Appears in 2 contracts
Sources: Lease (Soundbite Communications Inc), Lease (Soundbite Communications Inc)
Indemnity. Borrower (a) In addition to the payment of expenses pursuant to Section 9.2, whether or not the Transactions shall defendbe consummated, indemnify Company agrees to defend (subject to Indemnitees’ selection of counsel), indemnify, pay and hold harmless Lender Agents and each of its Affiliates Lenders, and their respective successors and assignsthe Officers, including the directors, officers, partners, members, shareholders, participantstrustees, employees, professionals agents, advisors and agents Affiliates of any of Agents and Lenders (collectively called the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyIndemnitees”), from and against any and all Indemnified Liabilities (as hereinafter defined); provided that Company shall not have any obligation to any Indemnitee hereunder with respect to any Indemnified Liabilities to the extent such Indemnified Liabilities arise solely from the gross negligence or willful misconduct of that Indemnitee or its related parties as determined by a final judgment of a court of competent jurisdiction.
(b) As used herein, “Indemnified Liabilities” means, collectively, any and all liabilities, obligations, losses, damages (including natural resource damages), penalties, actions, judgments, suits, claimsclaims (including Environmental Claims), costscosts (including the costs of any investigation, study, sampling, testing, abatement, cleanup, removal, remediation or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials Activity), expenses and disbursements of any kind or nature whatsoever (including the reasonable and documented out-of-pocket fees and disbursements of counsel for an Indemnified Party Indemnitees in connection with any investigative, administrative or judicial proceeding Proceeding commenced or threatenedthreatened by any Person, whether or not Lender any such Indemnitee shall be designated as a party or a potential party thereto, court costs and costs of appeal at all appellate levelsany fees or expenses incurred by Indemnitees in enforcing this indemnity), investigation whether direct, indirect or consequential and laboratory feeswhether based on any federal, consultant fees state or foreign laws, statutes, rules or regulations (including securities and litigation expensescommercial laws, statutes, rules or regulations and Environmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, this Agreement or any misrepresentation by Borrower contained in, any the other Loan Document; Documents or the Transactions (ii) including Lenders’ agreement to make the Loans hereunder or the use or intended use of the proceeds thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto Government Authority, or any enforcement of any of the Loan; Loan Documents (including any sale of, collection from, or other realization upon any of the Collateral or the enforcement of the Guaranties), (ii) the statements contained in the commitment letter delivered by any Lender to Company with respect thereto or (iii) any information provided by Environmental Claim or on behalf of Borrowerany Hazardous Materials Activity relating to or arising from, directly or indirectly, any past or present activity, operation, land ownership, or contained in any documentation approved by Borrower; (iv) ownership practice of the Security Documents, the Collateral Company or any interest therein, or receipt of any Rentsits Subsidiaries; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder except to the extent that it is finally judicially determined that such Indemnified Liabilities arise Environmental Claim or Hazardous Materials Activity arises solely from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially Indemnitee as determined that such Indemnified Liability arises solely from the failure by a final judgment of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason a court of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentscompetent jurisdiction.
Appears in 2 contracts
Sources: Credit Agreement (U.S. Silica Holdings, Inc.), Credit Agreement (U.S. Silica Holdings, Inc.)
Indemnity. Borrower shall defend, (a) Seller agrees to indemnify and hold harmless Lender Purchaser, Agent and each of its their Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals agents and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing advisors (each, an “Indemnified Party”), ) from and against (and will reimburse each Indemnified Party as the same is incurred within thirty (30) days following receipt of an invoice therefor) any and all liabilitiesclaims, obligationsdamages, losses, damagesliabilities and all other reasonable and documented expenses including out-of-pocket expenses (including, penaltieswithout limitation, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements expenses of counsel for an outside counsel) that may be incurred by or asserted or awarded against any Indemnified Party Party, in each case arising out of or in connection with or by reason of (including without limitation, in connection with) (i) any investigativeinvestigation, administrative litigation or judicial other proceeding commenced or threatenedrelating to, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to resulting from or arising out of or by reason any of the LoanProgram Documents, including: (i) any breach by Borrower Seller of its obligations under, any representation or warranty or covenant in this Agreement or any misrepresentation by Borrower contained inother Program Document, any Loan Document; and all actions taken pursuant thereto, (ii) the use Transactions, the actual or intended proposed use of the proceeds of the Loan; Transactions, this Agreement or any of the transactions contemplated hereby, including, without limitation, any acquisition or proposed acquisition, or any indemnity payable under the servicing agreement or other servicing arrangement, (iii) the actual or alleged presence of hazardous materials on any information provided by Property or on behalf of Borrower, or contained any environmental action relating in any documentation approved by Borrower; way to any Property, (iv) ownership the actual or alleged violation of the Security Documentsany federal, the Collateral state, municipal or any interest thereinlocal predatory lending laws by Seller, or receipt of any Rents; (v) the reduction of the Principal Balance due to a cram down or similar action authorized by any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials bankruptcy proceeding or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) case arising out of or related relating to any petition under the Bankruptcy Code, in each case, except to the extent such Hazardous Substance; claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted directly from such Indemnified Party’s gross negligence or willful misconduct or is the result of a claim made by Seller against the Indemnified Party, and Seller is ultimately the successful party in any resulting litigation or arbitration. Paragraph (xa) of this section shall not apply with respect to Taxes other than any lawsuit brought Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
(b) Seller hereby agrees not to assert any claim against Purchaser or threatened, settlement reachedany of its Affiliates, or government order any of their respective officers, directors, employees, attorneys and agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to such Hazardous Substance; (xi) any violation the Program Documents, the actual or proposed use of the Environmental Laws which is based upon proceeds of the Transactions, this Agreement or in any way related of the transactions contemplated thereby. THE FOREGOING INDEMNITY AND AGREEMENT NOT TO ASSERT CLAIMS EXPRESSLY APPLIES, WITHOUT LIMITATION, TO THE NEGLIGENCE (BUT NOT GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OF THE INDEMNIFIED PARTIES.
(c) If Seller fails to such Hazardous Substancepay when due any costs, including the costs expenses or other amounts payable by it under this Agreement, including, without limitation, reasonable fees and expenses of counsel and indemnities, such amount may be paid on behalf of Seller by Purchaser, in its reasonable discretion and Seller shall remain liable for any Remedial Work; (xii) any failure such payments by Purchaser and such amounts shall be deemed part of the Property to comply with any Legal Requirement; (xiii) any claim Obligations hereunder. No such payment by brokers, finders or similar persons claiming to Purchaser shall be entitled to deemed a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims waiver of any lessee of Purchaser’s rights under the Program Documents.
(d) Without prejudice to the survival of any portion other agreement of Seller hereunder, the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence covenants and obligations of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under Seller contained in this Section 5.30 22 shall survive the Term payment in full of the Repurchase Price and all other amounts payable hereunder and delivery of the exercise Purchased Assets by Lender of any of its rights or remedies under the Loan DocumentsPurchaser against full payment therefor.
Appears in 2 contracts
Sources: Master Repurchase Agreement (loanDepot, Inc.), Master Repurchase Agreement (loanDepot, Inc.)
Indemnity. Borrower Whether or not the transactions contemplated by this Agreement are consummated, Borrower, jointly and severally, shall defend, indemnify and hold harmless Lender and each of its Affiliates and their respective successors and assigns, including representatives (collectively the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer“Indemnitees”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, claims, costs, expenses and disbursements (including reasonable fees and expenses of counsel) of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with which may at any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may time be imposed on, incurred by, by or asserted against any Indemnified Party such Indemnitee in any way relating to or arising out of or in connection with (i) the execution, delivery, enforcement, performance or administration of any Loan Document or any other agreement, letter or instrument delivered in connection with the transactions contemplated thereby or the consummation of the transactions contemplated thereby, (ii) any use or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Substance on or from any property currently or formerly owned or operated by Borrower, any Subsidiary or any other Company, or any liability in respect of any Environmental Law related in any way to Borrower, or any other Company, or (iv) any actual or prospective Litigation, claim, or investigation relating to any of the foregoing, whether based on contract, tort or any other theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation or proceeding) and regardless of whether any Indemnitee is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in any manner), relating to or arising out of or by reason of the LoanIN ALL CASES, including: (i) any breach by Borrower of its obligations underWHETHER OR NOT CAUSED BY OR ARISING, or any misrepresentation by Borrower contained inIN WHOLE OR IN PART, any Loan DocumentOUT OF THE NEGLIGENCE OF THE INDEMNITEE; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrowerthat, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documentssuch indemnity shall not, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder Indemnitee, be available to the extent that it is finally judicially such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined that such Indemnified Liabilities arise by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunderIndemnitee. Any All amounts payable to any Indemnified Party by reason of the application of due under this paragraph Section shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidwithin 10 Business Days after demand. The obligations and liabilities of Borrower under agreements in this Section 5.30 shall survive the Term termination of the Commitment and the exercise by Lender repayment, satisfaction or discharge of any of its rights or remedies under the Loan DocumentsObligation.
Appears in 2 contracts
Sources: Credit Agreement (Deep Down, Inc.), Credit Agreement (Deep Down, Inc.)
Indemnity. Borrower (a) Charterers hereby indemnify Owners and shall defendkeep Owners fully indemnified at all times whether during the currency of this Charter or at any time in respect of events arising during the currency of this Charter against:
(i) All costs and expenses of operating and maintaining the Vessel and of operating, maintaining and replacing all parts including (but without prejudice to the generality of the foregoing) all fuel, oil, port charges, fees, taxes, levies, fines, penalties, charges, insurance premiums, victualing, crew, navigation, ▇▇▇▇▇▇▇, operating and freight expenses and all other outgoings whatsoever payable by Owners or Charterers in respect of the possession or operation of the Vessel or any part thereof, or the purchase, ownership, delivery, chartering, possession and operation, import to or export from any country, return, sale or disposition of the Vessel or any part thereof or upon the hire, receipts or earnings arising therefrom (other than Owners Taxes or documentation costs except as otherwise provided in Clause 6(a)) which shall be promptly paid by Charterers;
(ii) All liabilities, claims, proceedings (whether civil or criminal), penalties, fines or other sanctions, judgments, charges, taxes, impositions, liens, salvage, general average, costs and expenses whatsoever which may at any time be made or claimed by Charterers or any employee, servant, agent or sub-contractor, passenger, owner, shipper, consignee and receiver of goods or any third party (including governments or other authorities) or by their respective dependents arising directly or indirectly in any manner out of the design, construction, possession, management, repair, certification, ▇▇▇▇▇▇▇, provisioning, supply or servicing of the Vessel (whether at sea or not) or the chartering thereof hereunder whether such liability, claims, proceedings, penalties, fines, sanctions, judgments, charges, taxes, impositions, liens, salvage, general average, cost or expenses may be attributable to any defect in the Vessel or the design, construction, testing or use thereof or from any maintenance, service, repair, overhaul or otherwise and regardless of when or where the same shall arise and whether or not the Vessel or the relevant part thereof is in the possession or control of Charterers (other than Owners Taxes or documentation costs except as otherwise provided in Clause b(a)); and
(iii) Charterers accept all liability for oil or other pollution damage resulting from Charterers’ operation of the Vessel under this Charter and agree to promptly indemnify and hold Owners harmless Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, damages and expenses and disbursements which Owners may incur as a result of any kind oil or nature whatsoever other pollution damage resulting from Charterers’ operation of the Vessel under this Charter, including, but not limited to, Owners’ liability under the Oil Pollution Act of 1990, as amended, and/or the laws of any other jurisdiction relating to oil spills.
(iv) Owners shall use good faith efforts to notify Charterers promptly of any tax for which it may seek indemnity. Charterers shall, subject to the prior written approval of Owners (such approval not to be unreasonably withheld), be entitled to take action in the name of Owners at Charterers’ expense against any taxing authority in respect of any taxes for which Charterers have indemnified such Owners, and Owners agree to reasonably cooperate with Charterers in taking such action. If as a result of any such action any moneys are received that are attributable to such indemnified taxes (including any interest thereon paid by such taxing authority) the reasonable fees and disbursements same shall be recovered by Charterers.
(b) Without prejudice to its generality, the provisions of counsel for an Indemnified Party this sub-clause shall extend to claims of persons (including governments or other bodies whether corporate or otherwise) who have suffered or allege that they have suffered loss, damage or injury in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether thing done or not Lender done by the Vessel, including in connection with any oil or other substance emanating or threatening to emanate from the Vessel and shall be designated a party theretoextend to levies, court costs and costs of appeal at all appellate levelsimpositions, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred bycalls, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, contributions on or about the Property required to be made by Owners during or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; Charter Period.
(viiic) If any obligation of Charterers under the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through foregoing sub-clause or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower subclause (d) below shall not have any obligation be discharged when due, Charterers shall on demand forthwith pay to any Indemnified Party hereunder to Owners not only the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct amount of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear but also interest thereon at the Default Rate from the date loss Owners paid the same to the date of reimbursement by Charterers (after as well as before judgment).
(d) In the event of the Vessel becoming a wreck or damage is sustained by any Indemnified Party until paid. The obligations obstruction to navigation, Charterers shall indemnify Owners against all losses, costs, damages and liabilities expenses which Owners may in consequence thereof incur including those incurred in respect of Borrower the removal or destruction of the wreck or obstruction under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights statutory or remedies under the Loan Documentsother powers.
Appears in 2 contracts
Sources: Bareboat Charter Agreement (Calpetro Tankers Bahamas Iii LTD), Bareboat Charter Agreement (California Petroleum Transport Corp)
Indemnity. Borrower shall defend, (a) The Pledgor agrees to indemnify and hold harmless Lender the Pledgee in such capacity and each of its Affiliates other Secured Creditor and their respective successors and successors, assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals agents and agents of any of servants (individually an "Indemnitee," and collectively, the foregoing (including any Servicer"Indemnitees") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), harmless from and against any and all liabilities, obligations, lossesdamages, damagesinjuries, penalties, claims, demands, actions, judgments, suits, claims, judgments and any and all reasonable costs, expenses and or disbursements of any kind or nature whatsoever (including the reasonable attorneys' fees and disbursements expenses) (for the purposes of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs this Section 11 the foregoing are collectively called "expenses") of whatever kind and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be nature imposed on, incurred by, or asserted against or incurred by any Indemnified Party (collectively, of the “Indemnified Liabilities”) Indemnitees in any manner, way relating to or arising out of this Agreement or by reason the enforcement of any of the Loan, including: (i) any breach by Borrower of its obligations underterms of, or the preservation of any misrepresentation by Borrower contained inrights hereunder, or in any Loan Document; (ii) way relating to or arising out of the use ownership, control, acceptance, possession, condition, sale or intended other disposition, or use of the proceeds Collateral, provided that no Indemnitee shall be indemnified pursuant to this Section 11(a) for losses, damages or liabilities to the extent caused by the gross negligence or wilful misconduct of such Indemnitee. The Pledgor agrees that upon written notice by any Indemnitee of the Loan; (iii) any information provided by assertion of such a liability, obligation, damage, injury, penalty, claim, demand, action, suit or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documentsjudgment, the Collateral Pledgor shall to the extent requested to do so assume full responsibility for the defense thereof.
(b) Collateral, including, without limitation, all fees and taxes in connection with the recording or any interest thereinfiling of instruments and documents in public offices, payment or receipt discharge of any Rents; (v) any accident, injury to taxes or death of persons Liens upon or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) Collateral, and all other reasonable fees, costs and expenses in connection with protecting, maintaining or preserving the presenceCollateral and the Pledgee's interest therein, disposal, escape, seepage, leakage, spillage, discharge, emission, releasewhether through judicial proceedings or otherwise, or threatened release of in defending or prosecuting any Hazardous Substance onactions, from suits or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) proceedings arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; the Collateral.
(xic) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs If and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason obligations of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower Pledgor under this Section 5.30 shall survive 11 are unenforceable for any reason, the Term Pledgor hereby agrees to make the maximum contribution to the payment and the exercise by Lender satisfaction of any of its rights or remedies such obligations which is permissible under the Loan Documentsapplicable law.
Appears in 2 contracts
Sources: Term Loan Agreement (Sky Chefs Argentine Inc), Credit Agreement (Sky Chefs Argentine Inc)
Indemnity. Borrower Each Loan Party shall defendindemnify Agent, indemnify and hold harmless each Co-Collateral Agent, each Lender and each of its Affiliates and their respective successors and assignsofficers, including the directors, officersAffiliates, partnersattorneys, members, shareholders, participants, employees, professionals employees and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, expenses and disbursements of any kind or nature whatsoever (including fees and disbursements of counsel) which may be imposed on, incurred by, or asserted against Agent, any Co-Collateral Agent or any Lender in any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent, any Co-Collateral Agent or any Lender is a party thereto, except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the party being indemnified (as determined by a court of competent jurisdiction in a final judgment which is no longer appealable). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or counsel) asserted against or incurred by any Indemnified Party (collectively, of the “Indemnified Liabilities”) indemnitees described above in this Section 15.5 by any manner, relating to Person under any Environmental Laws or arising out of or similar laws by reason of the Loan, including: (i) any breach by Borrower of its obligations under, Loan Party’s or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any Person’s failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokerslaws applicable to solid or hazardous waste materials, finders or similar persons claiming to be entitled to a commission in connection with any Lease including Hazardous Substances and Hazardous Waste, or other transaction involving Toxic Substances. The foregoing is not intended to limit the Property parties’ obligations in Section 4.19. Additionally, if any taxes (excluding Excluded Taxes, but including any intangibles taxes, stamp tax or recording tax) shall be payable by Agent, Co-Collateral Agents, Lenders or any part thereofLoan Party on account of the execution or delivery of this Agreement, or any liability asserted against Lender with respect thereto; and (xiv) the claims execution, delivery, issuance or recording of any lessee of the Other Documents, or the creation or repayment of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; providedObligations hereunder, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of any Applicable Law now or hereafter in effect, the application of this paragraph shall be payable on demand Loan Parties will pay (or will promptly reimburse Agent, Co-Collateral Agents and shall bear Lenders for payment of) all such taxes, including interest at and penalties thereon, and will indemnify and hold the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under indemnitees described above in this Section 5.30 shall survive the Term 15.5 harmless from and the exercise by Lender of any of its rights or remedies under the Loan Documentsagainst all liability in connection therewith.
Appears in 2 contracts
Sources: Revolving Credit, Term Loan and Security Agreement (Twist Beauty S.a r.l. & Partners S.C.A.), Revolving Credit, Term Loan and Security Agreement (Twist Beauty S.a r.l. & Partners S.C.A.)
Indemnity. Borrower SERCEL and Mitcham hereby agree to the following indemnification obligations:
(a) Mitcham shall defend, indemnify and hold harmless Lender and each of SERCEL, its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals employees and agents of any of Affiliates (hereinafter the foregoing (including any Servicer“SERCEL Indemnities”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilitiesliability, obligations, lossesloss, damages, fines, penalties, actionscosts and expenses (including, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party theretowithout Station, court costs and costs reasonable attorneys fees) incurred by any of appeal at all appellate levelsthe SERCEL Indemnities as a result of any breach or violation by Mitcham or others acting on its behalf of any obligation, investigation covenant, representation or warranty of Mitcham set forth in this Agreement.
(b) SERCEL shall indemnify and laboratory feeshold harmless Mitcham, consultant fees its directors, officers, employees and litigation expenses), that may be imposed on, incurred by, or asserted Affiliates (hereinafter the “Mitcham Indemnities”) against any Indemnified Party and all liability, loss, damages, fines, penalties, costs and expenses (collectivelyincluding, without limitation, court costs and reasonable attorneys fees) incurred by any of the “Indemnified Liabilities”Mitcham Indemnities (i) as a result of any breach or violation by SERCEL or others (other than Mitcham) acting on its behalf of any obligation, covenant, representation or warranty of SERCEL set forth in any mannerthis Agreement, relating to or arising (ii) that arise out of or are based upon losses, claims, damages or liabilities suffered by reason of the Loanany third parties (meaning any party other than Mitcham, including: (iSERCEL, Mitcham’s Customer and their respective affiliates) any breach by Borrower of its obligations underresulting from design, or any misrepresentation by Borrower contained inmanufacture, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt and/or operation of any Rents; (v) any accidentProducts, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender any such Products to satisfy any warranties (whether expressed or implied, if any), or from any third party defect in the Products.
(c) It is expressly acknowledged by Mitcham that all liabilities and indemnification in relation thereto between SERCEL and Mitcham and Mitcham’s Customers, when leasing, renting or other respective agents selling Sercel equipment to comply with any applicable federalMitcham’s Customers, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party will be exclusively governed by reason SERCEL’s general conditions of sale as mentioned in Schedule 3(a) of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsAgreement.
Appears in 2 contracts
Sources: Exclusive Equipment Lease Agreement, Exclusive Equipment Lease Agreement (Mitcham Industries Inc)
Indemnity. (a) In addition to the payment of expenses pursuant to Section 8.1 hereof, and irrespective of whether the transactions contemplated hereby are consummated, the Borrower shall agrees to indemnify, exonerate, defend, indemnify pay, and hold harmless Lender the Agent-Related Persons, the Sustainability Structuring Agent Related Persons, the Lender-Related Persons, and each of its Affiliates Participant (collectively, the “Indemnitees” and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicerindividually as “Indemnitee”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, causes of action, judgments, suits, claimsclaims (including Environmental Claims), costscosts (including the costs of any investigation, expenses cleanup, removal or other response action necessary to remove, remediate, clean up or ▇▇▇▇▇ any Hazardous Materials), expenses, and disbursements of any kind or nature whatsoever (including including, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigativeinvestigation, administrative administrative, or judicial proceeding commenced or threatenedproceeding, whether or not Lender such Indemnitee shall be designated a party thereto), court costs whether direct, indirect, special, or consequential and costs of appeal at all appellate levelswhether based on any federal, investigation state or foreign laws, statutes, rules or regulations (including securities and laboratory feescommercial laws, consultant fees statutes, rules or regulations and litigation expensesEnvironmental Laws), on common law or equitable cause or on contract or otherwise, that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelysuch Indemnitee, the “Indemnified Liabilities”) in any manner, manner relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations underthe Commitments, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; Loans, Letters of Credit or the consummation of the transactions contemplated by this Agreement, including, but not limited to, any matter (iiiA) relating to the payment of principal and interest and fees, (B) relating to any information provided by or on behalf of BorrowerErroneous Payment, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personalC) arising out of the filing or related recordation of any of the Loan Documents which filing or recordation is done based upon information supplied by the Borrower to such Hazardous Substance; the Agent and its counsel or (xii) any lawsuit brought or threatened, settlement reached, or government order Environmental Claim relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property Borrower or any part thereofof its Subsidiaries (collectively, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease“Indemnified Liabilities”); provided, however, that the Borrower shall not have any no obligation hereunder to any Indemnified Party hereunder Indemnitee to the extent that it is finally judicially determined that such Indemnified Liabilities arise are found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the gross negligence, illegal acts, fraud bad faith or willful misconduct of such Indemnified Party and provided, further, that Indemnitee. Each Indemnitee will promptly notify the Borrower shall not have any obligation of each event of which it has knowledge which may give rise to any Indemnified Party to a claim under the indemnification provisions of this Section 8.2. To the extent that the undertaking to indemnify, pay, and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such Indemnified Liability arises solely from violative of any law or public policy, the failure Borrower shall make the maximum contribution to the payment and satisfaction of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason each of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage Indemnified Liabilities that is sustained by any Indemnified Party until paidpermissible under applicable law. The obligations and liabilities of the Borrower under this Section 5.30 8.2 shall survive the Term termination of this Agreement and the exercise by Lender discharge of any of its rights or remedies under the Loan DocumentsBorrower’s other obligations hereunder.
Appears in 2 contracts
Sources: Increase Joinder and First Amendment (P10, Inc.), Credit Agreement (P10, Inc.)
Indemnity. Borrower 1.1 Subject to §1.2, and §2.6(b) below the Indemnitor shall defend, indemnify and hold save harmless Lender the Indemnitee, and each of its Affiliates the Indemnitee’s successors, heirs and their respective successors and assigns, including personal representatives (together with the directors, officers, partners, members, shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectivelyIndemnitee, the “Indemnified LiabilitiesParties”) against and from:
(a) any and all actions and claims, whether current, threatened, pending or completed, whether civil, criminal, quasi-criminal or administrative, of every nature and kind whatsoever which may be brought or made by any person, firm, corporation or government, or by any governmental department, body, commission, board, bureau, agency or instrumentality against the Indemnified Parties in connection with the Indemnitee’s execution of the duties of his office held as a director or officer with the Indemnitor or any manneraffiliate of the Indemnitor from time to time;
(b) any and all costs, relating damages, charges, expenses (including legal fees and disbursements, on a full indemnity basis), fines, liabilities (statutory or otherwise), losses and penalties which the Indemnitee may sustain, incur or be liable for in consequence of his acting as a director or officer of the Indemnitor or any affiliate of the Indemnitor from time to time, whether sustained or arising out of or incurred by reason of the LoanIndemnitee’s negligence, including: (i) default, breach of duty, breach of trust, failure to exercise due diligence or otherwise in relation to the Indemnitor or any breach by Borrower of its obligations underaffiliates from time to time, or any misrepresentation by Borrower contained inof their respective affairs;
(c) without in any way limiting the generality of the foregoing, any Loan Document; and all costs, damages, charges, expenses (ii) including legal fees and disbursements on a full indemnity basis), fines, liabilities, losses and penalties which the use Indemnified Parties may sustain, incur or intended use be liable for as a result of or arising by operation of statute and incurred by or imposed upon the Indemnified Parties in relation to the affairs of the proceeds Company in the Indemnitee’s capacity as director or officer, including but not limited to, all statutory obligations to creditors, employees, suppliers, contractors, subcontractors and any government or agency or division of any government, whether federal, provincial, state, regional or municipal whether existing at the date hereof or incurred hereafter; and
(d) without in any way limiting the generality of the Loan; (iii) foregoing, the Indemnitor agrees that should any information provided payment or reimbursement made pursuant to this Agreement, including without limitation the payment of insurance premiums or any payment made by an insurer under an insurance policy, be deemed to constitute a taxable benefit or otherwise be or become subject to any tax or levy upon the Indemnified Parties, then the Indemnitor shall pay such amount as may be necessary to ensure that the amount received by or on behalf of Borrowerthe Indemnified Parties, after the payment of or contained withholding for such tax, fully reimburses the Indemnified Parties for the actual cost, expense or liability incurred by or on his or her behalf.
1.2 Notwithstanding the provisions of §1.1, the Indemnitor shall not be obligated to indemnify or save harmless the Indemnified Parties against and from any action, claim, cost, damage, charge, expense, fine, liability, loss or penalty:
(a) if in any documentation approved by Borrower; (iv) ownership respect thereof the Indemnitee failed to act honestly and in good faith with a view to the best interests of the Security DocumentsIndemnitor or its affiliate as the case may be;
(b) in the case of a criminal or administrative action or proceeding, if the Collateral or any interest therein, or receipt of any Rents; Indemnitee did not have reasonable grounds for believing that his conduct was lawful;
(v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personalc) arising out of any act, error or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation omission of the Environmental Laws Indemnitee that is fraudulent or malicious and that is committed by the Indemnitee with actual fraudulent or malicious purpose or intent; or
(d) for which he is based upon or in entitled to indemnity pursuant to any way related valid and collectible policy of insurance, to the extent of such Hazardous Substanceinsurance. Where partial indemnity is provided by such policy of insurance, including the costs and expenses of any Remedial Work; (xii) any failure obligation of the Property Indemnitor under §1.1 shall continue in effect but be limited to comply with any Legal Requirement; (xiii) that portion of the liability for which indemnity is not provided by such policy.
1.3 The determination of any claim by brokersjudgment, finders order, settlement or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereofconviction, or upon a plea of “nolo contendere” or its equivalent, will not, of itself, create any liability asserted against Lender presumption for the purposes of this Agreement that the Indemnitee did not act honestly and in good faith with respect thereto; and (xiv) a view to the claims of any lessee of any portion best interests of the Property Indemnitor or any Person acting through with the care, diligence, and skill of a reasonably prudent person or, in the case of a criminal or under any lessee administrative action or otherwise arising under or as a consequence of any Lease; provided, howeverproceeding, that Borrower shall he did not have any obligation to any Indemnified Party hereunder to reasonable grounds for believing that his conduct was lawful (unless the extent judgment or order of a court specifically finds otherwise) or that it is finally judicially determined that such Indemnified Liabilities arise from the Indemnitee had committed wilful neglect or gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsdefault.
Appears in 2 contracts
Sources: Indemnification & Liability (Arbutus Biopharma Corp), Indemnification Agreement (Arbutus Biopharma Corp)
Indemnity. Borrower (a) Each Seller shall release, defend, indemnify and hold harmless Lender Buyer, Affiliates of Buyer and each of its Affiliates and their respective successors and assignsofficers, including the directors, officersshareholders, partners, members, shareholders, participantsowners, employees, professionals agents, attorneys, Affiliates and agents of any of the foregoing advisors (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified PartyPerson” and collectively the “Indemnified Persons”), on a net after-Tax basis, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimsfees, costs, expenses (including reasonable legal fees and disbursements expenses), penalties or fines of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, by or asserted against any such Indemnified Party Person (collectively, the “Indemnified LiabilitiesAmounts”) in any mannerway relating to, relating to or arising out of or by reason of the Loan, including: resulting from or in connection with (i) the Repurchase Documents, the Records, the Purchased Assets, the Underlying Assets, any breach by Borrower of its obligations underMaster Series Trust, any Non-Facility Series Trust or assets held or owned therein, the Transactions, any Mortgaged Property or related property, or any misrepresentation action taken or omitted to be taken by Borrower contained inany Indemnified Person in connection with or under any of the foregoing, or any transaction contemplated hereby or thereby, or any amendment, supplement or modification of, or any waiver or consent under or in respect of any Repurchase Document, any Loan Document; Structural Agreement, any Transaction, any Purchased Asset or Records, (ii) the use any claims, actions or intended use of the proceeds of the Loan; damages by an Underlying Obligor or lessee with respect to an Underlying Asset, (iii) any information provided by violation or on behalf alleged violation of, non-compliance with or liability under any Requirements of BorrowerLaw, or contained in any documentation approved by Borrower; (iv) ownership of, Liens on, security interests in or the exercise of rights or remedies under any of the Security Documentsitems referred to in the preceding clause (i), the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons any person or loss of or damage to property occurring in, on or about the any Mortgaged Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; , (vi) any use, nonuse or condition in, on or about the about, or possession, alteration, repair, operation, maintenance or management of, any Mortgaged Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; , (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property by any Seller to perform or comply with any Legal Requirement; Repurchase Document, Asset Document or Purchased Asset, (xiiiviii) any claim by brokers, finders or similar persons Persons claiming to be entitled to a commission in connection with any Lease lease or other transaction involving the any Repurchase Document, Underlying Asset or Mortgaged Property, (ix) [reserved], (x) any Lien or claim arising on or against any Underlying Asset or related Mortgaged Property or under any part thereof, Requirements of Law or any liability asserted against Lender Buyer or any Indemnified Person with respect thereto; and , (xivxi) (1) a past, present or future violation or alleged violation of any Environmental Laws in connection with any property or Mortgaged Property by any Person or other source, whether related or unrelated to Seller or any Underlying Obligor, (2) any presence of any Materials of Environmental Concern in, on, within, above, under, near, affecting or emanating from any Mortgaged Property, (3) the claims failure to timely perform any Remedial Work, (4) any past, present or future activity by any Person or other source, whether related or unrelated to any Seller or any Underlying Obligor in connection with any actual, proposed or threatened use, treatment, storage, holding, existence, disposition or other release, generation, production, manufacturing, processing, refining, control, management, abatement, removal, handling, transfer or transportation to or from any Mortgaged Property of any lessee Materials of Environmental Concern at any time located in, under, on, above or affecting any Mortgaged Property, (5) any past, present or future actual Release (whether intentional or unintentional, direct or indirect, foreseeable or unforeseeable) to, from, on, within, in, under, near or affecting any Mortgaged Property by any Person or other source, whether related or unrelated to any Seller or any Underlying Obligor, (6) the imposition, recording or filing or the threatened imposition, recording or filing of any portion of the Lien on any Mortgaged Property or any Person acting through or under any lessee or otherwise arising under with regard to, or as a consequence result of, any Materials of Environmental Concern or pursuant to any Environmental Law, or (7) any misrepresentation or failure to perform any obligations pursuant to any Repurchase Document or Asset Document relating to environmental matters in any way, or (xii) any Seller’s conduct, activities, actions and/or inactions in connection with, relating to or arising out of any Lease; providedof the foregoing clauses of this Section 13.01, howeverthat, that Borrower in each case, results from anything whatsoever other than any Indemnified Person’s gross negligence or intentional misconduct, as determined by a court of competent jurisdiction pursuant to a final, non-appealable judgment. In any suit, proceeding or action brought by an Indemnified Person in connection with any Purchased Asset or Underlying Asset for any sum owing thereunder, or to enforce any provisions of any Underlying Asset, Sellers shall defend, indemnify and hold such Indemnified Person harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaim, recoupment or reduction of liability whatsoever of the account debtor or Underlying Obligor arising out of a breach by any Seller of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or Underlying Obligor from such Seller. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 13.01 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Seller, an Indemnified Person or any other Person or any Indemnified Person is otherwise a party thereto and whether or not any Transaction is entered into. This Section 13.01(a) shall not have apply with respect to Taxes, unless such Taxes represent losses, claims, damages, etc. arising from any obligation to non-Tax claim.
(b) If for any Indemnified Party hereunder reason the indemnification provided in this Section 13.01 is unavailable to the extent that it Indemnified Person or is finally judicially determined that insufficient to hold an Indemnified Person harmless, even though such Indemnified Liabilities arise from Person is entitled to indemnification under the gross negligenceexpress terms thereof, illegal actsthen Sellers shall contribute to the amount paid or payable by such Indemnified Person as a result of such loss, fraud claim, damage or willful misconduct liability in such proportion as is appropriate to reflect the relative benefits received by such Indemnified Person on the one hand and Sellers on the other hand, the relative fault of such Indemnified Party Person, and providedany other relevant equitable considerations.
(c) An Indemnified Person may at any time send Sellers a notice showing the calculation of Indemnified Amounts, further, that Borrower and Sellers shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that pay such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents Amounts to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any such Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidPerson within ten (10) Business Days after Sellers receive such notices. The obligations and liabilities of Borrower Sellers under this Section 5.30 13.01 shall apply to Eligible Assignees and Participants and survive the Term termination of the Repurchase Documents and the exercise by Lender repayment in full of the Repurchase Obligations.
(d) No Indemnified Person shall settle any claim that is subject to indemnification hereunder without Sellers’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and which consent shall not be required if Sellers are not performing in compliance with the other provisions of its rights or remedies under the Loan Documentsthis Section 13.01.
Appears in 2 contracts
Sources: Master Repurchase Agreement and Securities Contract (Altisource Residential Corp), Master Repurchase Agreement (Altisource Residential Corp)
Indemnity. Borrower shall The Borrowers further agree to defend, indemnify protect, indemnify, and hold harmless Lender each Agent and each of its Affiliates the Lenders and each of their respective Affiliates, and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals attorneys and agents (including, without limitation, those retained in connection with the satisfaction or attempted satisfaction of any of the foregoing conditions set forth in Article V) (including any Servicercollectively, the "Indemnitees") and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligations, losseslosses (other than loss of profits), damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including excluding any taxes and including, without limitation, the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatenedproceeding, whether or not Lender such Indemnitees shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified Liabilities”) such Indemnitees in any manner, manner relating to or arising out of or by reason of (a) this Agreement, the LoanNotes, including: (i) any breach by Borrower of its obligations underthe other Loan Documents, or any misrepresentation by Borrower contained inact, any Loan Document; (ii) event or transaction related or attendant thereto, the making of the Loans, the management of such Loans, the use or intended use of the proceeds of the Loan; Loans, or any of the transactions contemplated by the Loan Documents, or (iiib) any information provided by Liabilities and Costs under federal, state or on behalf of Borrowerlocal environmental, health or contained in any documentation approved by Borrower; (iv) ownership of the Security Documentssafety laws, the Collateral regulations or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, common law principles arising from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with the past, present or future operations of any Lease or other transaction involving the Property Borrower or any part thereofof its predecessors in interest, or, the past, present or any liability asserted against Lender with respect thereto; and (xiv) the claims future environmental condition of any lessee Property of any portion Borrower, the presence of the asbestos-containing materials at any Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any LeaseBorrower or the Release or threatened Release of any Contaminant into the environment from any Property of any Borrower (collectively, the "Indemnified Matters"); provided, however, that Borrower the Borrowers shall not have any no obligation to any an Indemnitee hereunder with respect to Indemnified Party hereunder to Matters caused by or resulting from the willful misconduct or gross negligence of such Indemnitee, as determined by a court of competent jurisdiction in a final non-appealable judgment or order. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is finally judicially determined that such Indemnified Liabilities arise from violative of any law or public policy, the gross negligenceBorrowers shall contribute the maximum portion which it is permitted to pay and satisfy under applicable law, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such payment and satisfaction of all Indemnified Liability arises solely from Matters incurred by the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan DocumentsIndemnitees.
Appears in 2 contracts
Sources: Credit Agreement (General Inspection Laboratories Inc), Credit Agreement (General Inspection Laboratories Inc)
Indemnity. In addition to the payment of expenses pursuant to Section 11.1 and the indemnification obligations set forth in other portions of this Agreement, the Environmental Indemnification Agreement or the other Loan Documents, whether or not the transactions contemplated hereby shall be consummated, Borrower shall defendagrees to indemnify, indemnify pay, defend and hold harmless Lender and each of Lender, its Affiliates and their respective successors and assignsofficers, including the directors, officersmembers, partners, members, shareholders, participants, beneficiaries, trustees, employees, professionals agents, successors and agents of assigns, any subsequent holder of the foregoing Note, any trustee, fiscal agent, servicer, underwriter and placement agent, (including any Servicercollectively, the “Indemnitees”) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, causes of action, suits, claims, tax liabilities, broker’s or finders fees, costs, expenses and disbursements of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party such Indemnitees in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender such Indemnitee shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), ) that may be imposed on, incurred by, or asserted against that Indemnitee, based upon any Indemnified Party (collectively, the “Indemnified Liabilities”) third party claims against such Indemnitees in any manner, relating manner related to or arising out of or by reason of the Loan, including: (iA) any breach by Borrower or Guarantor of its obligations any representation, warranty, covenant, or other agreement contained in any of the Loan Documents, (B) the actual or threatened presence, release, disposal, spill, escape, leakage, transportation, migration, seepage, discharge, removal, or cleanup of any Hazardous Material located on, about, within, under, affecting, from or onto the Mortgaged Property or any misrepresentation violation of any applicable Environmental Law by Borrower contained inor the Mortgaged Property, any Loan Document; or (iiC) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security DocumentsLoan (the foregoing liabilities herein collectively referred to as the “Indemnified Liabilities”); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to Indemnified Liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined in a final order by a court of competent jurisdiction. Borrower shall be relieved of its obligation under clause (B) of this Section 11.3 with respect to Hazardous Materials first introduced to the Land and Improvements after either (1) the foreclosure of the Mortgage or (2) the delivery by Borrower to, and acceptance by, Lender or its designee of a deed-in-lieu of foreclosure with respect to the Collateral Mortgaged Property. To the extent that the undertaking to indemnify, pay, defend and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all Indemnified Liabilities incurred by the Indemnitees or any interest therein, or receipt of them. If any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials such action or other property in respect proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of the Property; (viii) the presencesuch action or proceeding), disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to Borrower shall be entitled to a commission in connection with any Lease or other transaction involving assume the Property or any part defense thereof, or any liability asserted against Lender at Borrower’s expense, with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Leasecounsel reasonably acceptable to Lender; provided, however, Lender may, at its own expense, retain separate counsel to participate in such defense, but such participation shall not be deemed to give Lender a right to control such defense, which right Borrower expressly retains. Notwithstanding the foregoing, each Indemnitee shall, following notice to and consultation with Borrower, have the right to employ separate counsel at Borrower’s expense if, in the reasonable opinion of legal counsel, a conflict or potential conflict exists between the Indemnitee and Borrower that would make such separate representation advisable. Borrower shall not have any no obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that indemnify an Indemnitee for damage or loss resulting from such Indemnified Liabilities arise from the Indemnitee’s gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentsmisconduct.
Appears in 2 contracts
Sources: Loan and Security Agreement (Lexicon Pharmaceuticals, Inc.), Loan and Security Agreement (Lexicon Pharmaceuticals, Inc./De)
Indemnity. Whether or not the transactions contemplated hereby are consummated, each of the Borrower shall defendParties shall, jointly and severally, indemnify and hold harmless the Administrative Agent, the other Agents, the Issuing Lender and each Lender and each of its Affiliates and their respective successors and assigns, including the directors, officers, partners, members, shareholders, participantsdirectors, employees, professionals counsel, agents and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing attorneys-in-fact (each, an “Indemnified PartyPerson”), ) harmless from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claimscosts, costscharges, expenses and disbursements (including reasonable attorney’s fees and expenses) of any kind or nature whatsoever which may at any time (including at any time following the reasonable fees Commitment Termination Date and disbursements the termination, resignation or replacement of counsel for an Indemnified Party in connection with the Administrative Agent, the Issuing Lender or replacement of any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may Lender) be imposed on, incurred by, by or asserted against any such Person in any way relating to or arising out of this Agreement or any document contemplated by or referred to herein, or the transactions contemplated hereby, or any action taken or omitted by any such Person under or in connection with any of the foregoing, including with respect to any investigation, litigation or proceeding (including any insolvency proceeding or appellate proceeding) related to or arising out of this Agreement or the Loans or Letters of Credit (including any refusal by the Issuing Lender to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit) or the use of the proceeds thereof, whether or not any Indemnified Party Person is a party thereto (all the foregoing, collectively, the “Indemnified Liabilities”) in any manner, relating to or arising out of or by reason of the Loan, including: (i) any breach by Borrower of its obligations under, or any misrepresentation by Borrower contained in, any Loan Document; (ii) the use or intended use of the proceeds of the Loan; (iii) any information provided by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership of the Security Documents, the Collateral or any interest therein, or receipt of any Rents; (v) any accident, injury to or death of persons or loss of or damage to property occurring in, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease); provided, however, that the Borrower Parties shall not have any no obligation hereunder to any Indemnified Party hereunder Person with respect to the extent that it is finally judicially determined that such Indemnified Liabilities arise resulting solely from the gross negligence, illegal acts, fraud negligence or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paidPerson. The obligations and liabilities of Borrower under agreements in this Section 5.30 11.14 shall survive the Term and the exercise by Lender payment of any of its rights or remedies under the Loan Documentsall other Obligations.
Appears in 2 contracts
Sources: Revolving Loan Facility Credit Agreement (Macerich Co), Revolving Loan Facility Credit Agreement (Macerich Co)
Indemnity. Borrower (a) The Optionee shall defend, and does hereby indemnify and hold save the Optionors harmless Lender from and each against all losses, liabilities, concessions, demands, damages, expenses, suits, injury or death in any way referable to Mining Operations conducted by or on behalf of the Optionee after the date hereof; provided that the Optionors shall not be indemnified for any loss, liability, claim, demand, damage, expense, suit, injury or death resulting from the negligence or wilful misconduct of the Optionors or its Affiliates employees, agents or contractors. For further clarity, the parties intend that the Optionee shall be responsible for all liabilities, known or unknown, contingent or otherwise, which were incurred or arose during the Option Period, relating to or arising out of:
(i) the conduct of activities in, on or under the Property;
(ii) the environmental protection, clean-up, remediation, and their respective successors reclamation of the Property including, but not limited to, the obligations and assignsliabilities arising out of or related to:
1. the disturbance or contamination of land, including water (above or below surface) or the directorsenvironment by exploration, mining, processing or waste disposal activities;
2. any failure to comply with all past, current or future governmental or regulatory authorizations, licenses, permits, and orders and all non-governmental prohibitions, covenants, contracts and indemnities;
3. any act or omission causing or resulting in the spill, discharge, leak, emission, ejection, escape, dumping or release of hazardous or toxic substances, materials, or wastes as defined in any federal, provincial, or local law or regulation in connection with or emanating from the Property; and
4. the long-term reclamation and remediation of the Property and the care and monitoring of the Property, and the posting and maintaining of bonds or other financial assurances required in connection therewith.
(b) Each party hereto shall indemnify and save harmless the other, as well as its officers, partners, members, directors and shareholders, participants, employees, professionals and agents of any of the foregoing (including any Servicer) and each other Person, if any, who Controls Lender, its Affiliates or any of the foregoing (each, an “Indemnified Party”), from and against any and all liabilities, obligationsconcessions, losses, liabilities, damages, fees, fines, penalties, actionsinterests, judgmentsdeficiencies, suitscosts and expenses, claims, costs, expenses and disbursements of any nature or kind or nature whatsoever (including the reasonable fees and disbursements of counsel for an Indemnified Party in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not Lender shall be designated a party thereto, court costs and costs of appeal at all appellate levels, investigation and laboratory fees, consultant fees and litigation expenses), that may be imposed on, incurred by, or asserted against any Indemnified Party (collectively, the “Indemnified LiabilitiesConcessions”) ), arising by virtue or in any manner, relating to or arising out respect of or by reason of the Loan, including: (i) any breach by Borrower of its obligations undercovenant contained herein or failure to comply with any provision herein, or any inaccuracy, misstatement, misrepresentation or omission made by Borrower contained insuch party in connection with any matter set out herein, and any Loan Document; and all actions, suits, proceedings, demands, concessions, costs, legal and other expenses related or incidental thereto.
(iic) Notwithstanding any other provision of this Agreement and any termination of this Agreement, the use or intended use indemnities provided herein shall remain in full force and effect until all possible liabilities of the proceeds persons indemnified thereby are extinguished by the operation of the Loan; law and will not be limited to or affected by any other indemnity obtained by such indemnified persons from any other person.
(iiid) any information provided No investigation made by or on behalf of Borrower, or contained in any documentation approved by Borrower; (iv) ownership either of the Security Documentsparties hereto at any time shall have the effect of waiving, diminishing the Collateral scope of or otherwise affecting any interest thereinrepresentation, warranty or receipt covenant made by the other party herein or pursuant hereto. No waiver by either of the parties hereto of any Rents; (v) any accidentcondition herein, injury to in whole or death of persons or loss of or damage to property occurring inin part, on or about the Property or on the adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vi) any use, nonuse or condition in, on or about the Property or on adjoining sidewalks, curbs, adjacent property or adjacent parking areas, streets or ways; (vii) performance shall operate as a waiver of any labor or services or the furnishing of any materials or other property in respect of the Property; (viii) the presence, disposal, escape, seepage, leakage, spillage, discharge, emission, release, or threatened release of any Hazardous Substance on, from or affecting the Property; (ix) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to such Hazardous Substance; (x) any lawsuit brought or threatened, settlement reached, or government order relating to such Hazardous Substance; (xi) any violation of the Environmental Laws which is based upon or in any way related to such Hazardous Substance, including the costs and expenses of any Remedial Work; (xii) any failure of the Property to comply with any Legal Requirement; (xiii) any claim by brokers, finders or similar persons claiming to be entitled to a commission in connection with any Lease or other transaction involving the Property or any part thereof, or any liability asserted against Lender with respect thereto; and (xiv) the claims of any lessee of any portion of the Property or any Person acting through or under any lessee or otherwise arising under or as a consequence of any Lease; provided, however, that Borrower shall not have any obligation to any Indemnified Party hereunder to the extent that it is finally judicially determined that such Indemnified Liabilities arise from the gross negligence, illegal acts, fraud or willful misconduct of such Indemnified Party and provided, further, that Borrower shall not have any obligation to any Indemnified Party to the extent that it is finally judicially determined that such Indemnified Liability arises solely from the failure of Lender or any third party or other respective agents to comply with any applicable federal, state or other securities or “blue sky” laws or regulations thereunder. Any amounts payable to any Indemnified Party by reason of the application of this paragraph shall be payable on demand and shall bear interest at the Default Rate from the date loss or damage is sustained by any Indemnified Party until paid. The obligations and liabilities of Borrower under this Section 5.30 shall survive the Term and the exercise by Lender of any of its rights or remedies under the Loan Documentscondition herein.
Appears in 2 contracts
Sources: Mining Option Agreement (Swingplane Ventures, Inc.), Assignment Agreement (Swingplane Ventures, Inc.)