Borrowers Indemnities Sample Clauses

Borrowers Indemnities. EXCEPT FOR A LOSS, COST, DAMAGE, OR EXPENSE THAT IS CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE LENDER, SO LONG AS THE LICENSE IS IN EFFECT, BORROWER SHALL INDEMNIFY AND HOLD HARMLESS LENDER AND TRUSTEE FROM AND AGAINST ANY AND ALL LIABILITY, LOSS, COST, DAMAGE, OR EXPENSE WHICH LENDER MAY INCUR UNDER OR BY REASON OF THIS ASSIGNMENT, OR FOR ANY ACTION TAKEN BY LENDER AND/OR TRUSTEE HEREUNDER, OR BY REASON OF OR IN DEFENSE OF ANY AND ALL CLAIMS AND DEMANDS WHATSOEVER WHICH MAY BE ASSERTED AGAINST LENDER AND/OR TRUSTEE ARISING OUT OF THE LEASES OR WITH RESPECT TO THE RENTS. IN THE EVENT LENDER AND/OR TRUSTEE INCURS ANY SUCH LIABILITY, LOSS, COST, DAMAGE, OR EXPENSE, THE AMOUNT THEREOF TOGETHER WITH ALL REASONABLE ATTORNEYS' FEES AND INTEREST THEREON AT THE DEFAULT RATE SHALL BE PAYABLE BY BORROWER TO LENDER AND/OR TRUSTEE IMMEDIATELY, WITHOUT DEMAND, AND SHALL BE DEEMED A PART OF THE INDEBTEDNESS AND SECURED UNDER ARTICLE II HEREOF.

Borrowers Indemnities. Without limiting any other rights ----------------------- which any of the Collateral Agent, the Deal Agent, any Deal Co-Agent (solely in its capacity as Deal Co-Agent), any Managing Agent, any Lender or any of their respective successors and assigns (each, an "Indemnified Party") may have ------------------ hereunder or under applicable law, the Borrower hereby agrees to defend and indemnify each Indemnified Party from and against any and all costs, expenses, losses, damages, claims and liabilities (including reasonable attorneys' fees) (all of the foregoing being collectively referred to as "Indemnified Amounts") -------------------- arising out of or resulting from this Credit Agreement, any Pledged Contract or any other Facility Document, or any transaction contemplated hereby or thereby, or from any action taken, or failure to take any action by the Borrower with respect to this Credit Agreement, any Pledged Contract or any other Facility Document, including, but not limited to, any and all costs, expenses, losses, damages, claims and liabilities, including reasonable fees and expenses of counsel and expenses of litigation, arising as a result of or otherwise in connection with: (a) the failure of the Custodian to maintain in the portion of its files dedicated to Pledged Contracts, all original copies of each such Pledged Contract (other than in the case of any Contracts not required to be in Contract Files pursuant to Section 4.02(v)); --------------- (b) any breach by the Borrower of any of its representations, warranties, covenants or other obligations under this Credit Agreement or any other Facility Document; (c) the failure to vest in the Borrower a first priority perfected ownership interest in the Collateral, free and clear of any Lien (other than the Primary Lien, and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances), or the failure to vest in the Collateral Agent a first priority perfected security interest in the Collateral for the benefit of itself, the Deal Agent, the Managing Agent and the Lenders, in each case free and clear of any Lien (other than the Primary Lien and, with respect to Collateral other than Pledged Contracts, Permitted Encumbrances); (d) the failure to have filed, or any delay in filing, financing statements or other similar instruments or documents under the UCC of any applicable jurisdiction or other applicable laws with respect to perfection of interests in any Collateral, whether at t...

Borrowers Indemnities. 25.1 BORROWERS' INDEMNITY The Borrowers, acting through the Relevant Obligor, undertake to indemnify: 25.1.1 each Finance Party against any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; 25.1.2 each Bank against any cost or loss it may suffer under Clause 23.5 (Banks' Liabilities for Costs) or Clause 30.5 (Indemnification); and 25.1.3 each Bank against any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund its portion of a Revolving Advance requested by any Borrower but not made by reason of the operation of any one or more of the provisions hereof.

Borrowers Indemnities. 13.1 The Borrower agrees to pay all attorney’s fees and disbursements and all other actual costs and expenses which may be incurred by the Lender in the enforcement of its rights under the Facility Documents. 13.2 The Borrower shall forthwith indemnify and keep indemnified the Lender and each of its affiliates and (as applicable) all of its directors, officers employees, representatives and advisors and their respective heirs, successors and assigns, promptly on demand at any time and from time to time against any all losses, claims, reasonable costs, and damages (whether direct, general or special, absolute, accrued, conditional or otherwise and whether or not resulting from third party claims), including interests and penalties with respect thereto and out-of-pocket expenses, including attorneys’ and accountants’ fees and disbursements including stamp duty, penalty and court fees, or other liability (“Loss”) that the Lender may incur or suffer on account of any breach by the Borrower of any of the terms and conditions of the Facility Documents; any misrepresentation made by the Borrower in the Facility Documents; any claim, demand, suit or legal proceedings being made and established by any person or Authority found interested legally or equitably in the Security described in the Loan Agreement / these General Conditions; the Lender preserving or attempting to preserve or enforcing or attempting to enforce any rights under any of the Facility Documents or the occurrence or continuance of any Event of Default or Potential Event of Default; Customs/ import duties, stamp, registration and similar taxes or charges which may be payable in connection with the entry into, performance or enforcement of any of the Facility Documents (including penalties for late payment); and any litigation initiated by any person, including the Borrower which questions the terms and conditions of the Facility Documents directly or indirectly or wherein question involved arises out of or is incidental to the terms and conditions of the Facility Documents.

Borrowers Indemnities. 24.1 Borrower's Indemnity The Borrower undertakes to indemnify: 24.1.1 each Finance Party against any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; 24.1.2 each Bank against any cost or loss it may suffer under Clause 22.5 (Banks' Liabilities for Costs) or Clause 29.6 (Indemnification); and 24.1.3 each Bank against any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund its portion of an Advance requested by the Borrower but not made by reason of the operation of any one or more of the provisions hereof. 105

Borrowers Indemnities. 21.1 BORROWER'S INDEMNITY The Borrower undertakes to indemnify the Bank against: 21.1.1 any cost, claim, loss, expense (including legal fees) or liability (including, without limitation, any break costs) together with any VAT thereon, whether or not reasonably foreseeable, which it may sustain or incur as a consequence of the occurrence of any Event of Default; and 21.1.2 any cost or loss (including, without limitation, any break costs) it may suffer or incur as a result of its issuing or making arrangements to issue the Bank Guarantee requested by the Borrower but not made by reason of the operation of any one or more of the provisions hereof.

Borrowers Indemnities. Section 2.1. The Borrowers, jointly and severally, agree to indemnify and hold harmless Indemnitees against and in respect of any and all damages, losses, liabilities, expenses, costs, claims, actions, suits, proceedings, assessments, orders, judgments, fines, and penalties (including, without limitation, reasonable legal, accounting, consulting, engineering, and other expenses), which may be incurred by any of the Indemnitees, or imposed upon or asserted against any of the Indemnitees by any other party or parties (including, without limitation, a governmental entity), arising out of, in connection with, or relating to the subject matter of: (a) conditions, circumstances, or occurrences which constitute or result in a breach of any of the representations, warranties, and obligations set forth in Section 5.17 of the Credit Agreement or relating to any matter or thing covered by any such representation, warranty, or obligation; (b) any actual or alleged violation of an Environmental Law occurring at any time with respect to any property owned or operated by any Borrower, formerly owned or operated by any Borrower or subsequently owned or operated by any Borrower (collectively the "Sites") or any facility or improvement or any operation or activity thereon or any other property owned or operated by any Borrower; (c) the actual or alleged presence of any Hazardous Material on, in, under, adjacent to, emanating from, or affecting the Sites or any other property now, subsequently or formerly owned or operated by any Borrower; or (d) any liability that may be incurred as a result of any Borrower's, or of a predecessor of any Borrower's, generation of Hazardous Materials. Any such damage, loss, liability, expense, cost, claim, action, suit, proceeding, assessment, order, judgment, fine, or penalty is hereinafter referred to as an "Environmental Liability"; provided, however, that the Borrowers shall not be obligated to indemnify or hold harmless any Indemnitee for any matter to the extent that the Indemnitee's liability for the same is due to the Indemnitee's gross negligence or willful misconduct. Section 2.2. The Borrowers shall be given prompt written notice after any Environmental Liability, with respect to which indemnification is to be claimed hereunder, comes to the attention of Lender. Notwithstanding the prior sentence, the Borrowers shall not be relieved of their obligations under this agreement if the Agent's or a Lender's failure to notify Borrowers o...

Borrowers Indemnities. 29.1 Borrowers' Indemnity The Borrowers, acting through the Principal Borrower, undertake to indemnify: 29.1.1 each Finance Party against any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon, which it may sustain or incur as a consequence of the occurrence of any Event of Default or any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; 29.1.2 each Bank against any cost or loss it may suffer under Clause 27.4 (Banks' Liabilities for Costs) or Clause 34.6 (Indemnification); and 29.1.3 each Bank against any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund its portion of an Advance requested by any Borrower but not made by reason of the operation of any one or more of the provisions hereof. 29.2 Currency Indemnity If any sum (a "Sum") due from an Obligor under the Finance Documents or any order or judgment given or made in relation thereto has to be converted from the currency (the "First Currency") in which such Sum is payable into another currency (the "Second Currency") for the purpose of: 29.2.1 making or filing a claim or proof against such Obligor; 29.2.2 obtaining or enforcing an order or judgment, in any court or other tribunal or authority, the Borrowers, acting through the Principal Borrower, shall indemnify each person to whom such Sum is due from and against any loss suffered or incurred as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to such person at the time of receipt of such Sum.

Borrowers Indemnities. 24.1 BORROWER'S INDEMNITY The Borrower undertakes to indemnify: 24.1.1 each Finance Party against any cost, claim, loss, expense (including legal fees) or liability together with any VAT thereon which it may sustain or incur as a consequence of the occurrence of any Event of Default; 24.1.2 the Facility Agent against any cost or loss it may suffer or incur as a result of its entering into, or performing, any foreign exchange contract for the purposes of Clause 26 (PAYMENTS); 24.1.3 each Bank against any cost or loss it may suffer under Clause 22.5 (BANKS' LIABILITIES FOR COSTS) or Clause 29.5 (INDEMNIFICATION); 24.1.4 each Bank against any cost or loss it may suffer or incur as a result of its funding or making arrangements to fund its portion of an Advance requested by the Borrower but not made as a result of the operation of this Agreement; 24.1.5 each Bank against any loss it may suffer or incur as a result of its funding its portion of any Advance by reason of Clause 3.3 (DRAWDOWN CONDITIONS). 24.2 CURRENCY INDEMNITY If any sum (a "SUM") due from an Obligor under this Agreement or any order, judgment given or made in relation hereto has to be converted from the currency (the "FIRST CURRENCY") in which such Sum is payable into another currency (the "SECOND CURRENCY") for the purpose of: 24.2.1 making or filing a claim or proof against an Obligor; 24.2.2 obtaining or enforcing an order, judgment in any court or other tribunal; the Borrower shall indemnify each person to whom such Sum is due from and against any loss suffered or incurred as a result of any discrepancy between (a) the rate of exchange used for such purpose to convert such Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to such person at the time of receipt of such Sum.