Environmental Indemnification Borrower shall protect, indemnify, save, defend, and hold harmless the Indemnified Parties from and against any and all liability, loss, damage, actions, causes of action, costs or expenses whatsoever (including reasonable attorneys’ fees and expenses) and any and all claims, suits and judgments which any Indemnified Party may suffer, as a result of or with respect to: (a) any Environmental Claim relating to or arising from the Property; (b) the violation of any Environmental Law in connection with the Property; (c) any release, spill, or the presence of any Hazardous Materials affecting the Property; and (d) the presence at, in, on or under, or the release, escape, seepage, leakage, discharge or migration at or from, the Property of any Hazardous Materials, whether or not such condition was known or unknown to Borrower; provided that, in each case, Borrower shall be relieved of its obligation under this subsection if any of the matters referred to in clauses (a) through (d) above did not occur (but need not have been discovered) prior to (1) the foreclosure of the Security Instrument, (2) the delivery by Borrower to Lender or its designee of a deed-in-lieu of foreclosure with respect to the Property, or (3) Lender’s or its designee’s taking possession and control of the Property after the occurrence of an Event of Default hereunder. If any such action or other proceeding shall be brought against Lender, upon written notice from Borrower to Lender (given reasonably promptly following Lender’s notice to Borrower of such action or proceeding), Borrower shall be entitled to assume the defense thereof, at Borrower’s expense, with counsel 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 Indemnified Party shall 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 Indemnified Party and Borrower that would make such separate representation advisable. Borrower shall have no obligation to indemnify an Indemnified Party for damage or loss resulting from such Indemnified Party’s gross negligence or willful misconduct.
LEGAL INDEMNIFICATION 28.01 Subject to the other provisions of this Article and in accordance with the Police Services Act, a member charged with and finally acquitted of a criminal or statutory offence, because of acts done in the attempted performance in good faith of the members duties as a police officer, shall be indemnified for the necessary and reasonable legal costs incurred in the defense of such charge.
28.02 Notwithstanding Clause 28.01, the Board may authorize payment necessary and reasonable legal costs of a member pleading or being found guilty of an offence described in Clause 28.01, where the court, instead of convicting the accused, grants the member an absolute discharge, provided that the Board accepts the recommendation of the Chief of Police, or an officer designated by the Chief of Police to make such a recommendation, that the member's actions as a police officer in the course of performing police duties were motivated by an intent to do lawful duty, that such actions do not constitute any of the actions described in Clause 28.03 hereof, and that such indemnification will not in the opinion of the Board reduce respect for law enforcement in Halton Region.
28.03 Notwithstanding clause 28.01, the Board may refuse payment otherwise authorized under clause
28.01 where the actions of the officer from which the charges arose amounted to a gross dereliction of duty or deliberate abuse of the member's powers as a police officer.
28.04 Where a member is a defendant in a civil action for the damages because of acts done in the attempted performance in good faith of the member's duties as a police officer the member shall be indemnified for the necessary and reasonable legal costs incurred in the defense of such an action in the following circumstances only:
(a) Where the Chief of Police is not joined in the action as a party and the Chief of Police does not defend the action on behalf of the Chief and of the member as joint tortfeasers at the Board's sole expense.
(b) Where the Chief of Police is joined as a party or elects to defend the action, but the solicitor retained on behalf of the Chief of Police and the member is of the view that it would be improper for the solicitor to act for both the Chief of Police and the member in that action.
28.05 A member whose conduct is called into question in the course of an inquiry under the Coroners Act because of acts done in the attempted performance in good faith of the member's duties as a police officer shall be indemnified for the necessary and reasonable legal costs incurred in representing the member's interests in any such inquest in the following circumstances only:
(a) Where the Chief of Police and/or the Board does not provide counsel to represent the member at the inquest at the Board's expense; OR:
(b) Where the counsel provided by the Chief of Police or the Board to represent either or both of them along with the member is of the opinion that it would be improper for the counsel to act for both the Chief of Police or the Board and the member in that action.
28.06 A member who is subject to a complaint pursuant to Part V of the Police Services Act because of acts done in the attempted performance in good faith of the member's duties as a police officer may be indemnified for the necessary and reasonable legal costs incurred in respect of that hearing only where the Chief of Police has decided to hold a hearing into the matter pursuant to section 64(7) of the Police Services Act or the Ontario Civilian Commission on Police Services holds an oral hearing pursuant to section 70 of the Police Services Act and the officer is found not guilty of misconduct or unsatisfactory work performance under the Act.
28.07 Where a member intends to apply to the Board for indemnification hereunder, the member shall, within thirty days of being charged or receiving notice of other legal proceedings covered herein, or receiving notice that the member will not be represented by counsel retained by the Chief of Police and/or the Board, apply in writing to the Chief of Police or to the Officer designated by the Chief of Police to deal with such applications for approval to retain counsel and approval of the counsel to be so retained. In the event of any dispute concerning the counsel to be retained, the matter shall be resolved by an officer designated by the Chief of Police and a member of the Association Executive designated for that purpose.
28.08 Where the Chief of Police, pursuant to Board policy, elects to provide legal counsel to defend a member in any legal proceeding covered by this provision, the cost of such counsel is the Board's responsibility irrespective of the outcome of the proceedings and neither the member nor the Board may rely upon the other provisions of this policy.
28.09 For greater certainty, members shall not be indemnified for legal costs arising from:
(a) grievances or complaints under the collective agreement between the Board and the Association or under the Police Services Act; and
(b) the actions or omissions of members acting in their capacity as private citizens.
28.10 For the purposes of this provision, a member shall not be deemed to be "finally acquitted" if as a result of charges laid the member is subsequently found guilty or, or pleads guilty to, other charges arising out of the same incident or incidents, but nothing in this clause will disentitle the member to consideration under clause 28.02 hereof.
28.11 For the purposes of this provision, "necessary and reasonable legal costs" shall be based on the account rendered by the solicitor performing the work, subject initially to the approval of the Board’s Solicitor and, in the case of dispute between the solicitor doing the work and the Board’s Solicitor, Assessment on a solicitor and client basis by the Assessment Officer.
(a) Subject to the other provisions in this Article, when an investigation is commenced pursuant to Part VII of the Police Services Act by the Special Investigations Unit ("SIU"), and it appears to the Chief of Police that a member requires the assistance of legal counsel to respond to inquiries from SIU Investigators, the Chief of Police may grant the member permission to retain legal counsel to provide the member with legal advice and representation at the expense of the Board on such terms as the Chief of Police deems appropriate.
(b) Where the Chief of Police grants a member permission to retain legal counsel under the circumstances set out in Article 28.12 (a), the member shall be indemnified by the Board for all necessary and reasonable legal costs incurred until the completion of the SIU investigation, or the member is charged with a criminal or statutory offence, at which time Article 28.01 of this Agreement shall apply.
(c) As soon as is practical, the Chief of Police shall bring his actions under this Article to the attention of the Board for its information.
Survival Indemnification All representations, warranties and covenants contained in this Agreement and the indemnification contained herein shall survive (a) the acceptance of this Agreement by the Company, (b) changes in the transactions, documents and instruments described herein which are not material or which are to the benefit of Subscriber, and (c) the death or disability of Subscriber. Subscriber acknowledges the meaning and legal consequences of the representations, warranties and covenants in Article II hereof and that the Company has relied upon such representations, warranties and covenants in determining Subscriber's qualification and suitability to purchase the Securities. Subscriber hereby agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and controlling persons, from and against any and all losses, claims, damages, liabilities, expenses (including attorneys' fees and disbursements), judgments or amounts paid in settlement of actions arising out of or resulting from the untruth of any representation of Subscriber herein or the breach of any warranty or covenant herein by Subscriber. Notwithstanding the foregoing, however, no representation, warranty, covenant or acknowledgment made herein by Subscriber shall in any manner be deemed to constitute a waiver of any rights granted to it under the Securities Act or state securities laws.
Mutual Indemnification Each Party will indemnify, defend, and hold the other Party harmless from any claim, demands, liabilities, suits, or expenses of any kind for personal injury or damage to tangible property to the extent arising from its negligence or willful misconduct on either Party’s premises.
Environmental Indemnity Without limitation of the other provisions of this Article XXVI, the Lessee hereby agrees to indemnify, hold harmless and defend each Indemnitee from and against any and all claims (including without limitation third party claims for personal injury or real or personal property damage), losses (including but not limited to, to the extent the Lease Balance has not been fully paid, any loss of value of the Property), damages, liabilities, fines, penalties, charges, administrative and judicial proceedings (including informal proceedings) and orders, judgments, remedial action, requirements, enforcement actions of any kind, and all reasonable and documented costs and expenses incurred in connection therewith (including but not limited to reasonable and documented attorneys' and/or paralegals' fees and expenses), including, but not limited to, all costs incurred in connection with any investigation or monitoring of site conditions or any clean-up, remedial, removal or restoration work by any federal, state or local government agency, arising in whole or in part, out of
(a) the presence on or under the Property of any Hazardous Substance in violation of Environmental Law, or any releases or discharges of any Hazardous Substance on, under, from or onto the Property in violation of Environmental Law,
(b) any activity, including, without limitation, construction, carried on or undertaken on or off the Property, and whether by the Lessee or any predecessor in title or any employees, agents, contractors or subcontractors of the Lessee or any predecessor in title, or any other Persons (including such Indemnitee), in connection with the handling, treatment, removal, storage, decontamination, clean-up, transport or disposal of any Hazardous Substances in violation of Environmental Law that at any time are located or present on or under or that at any time migrate, flow, percolate, diffuse or in any way move onto or under the Property,
(c) loss of or damage to any property or the environment (including, without limitation, clean-up costs, response costs, remediation and removal costs, cost of corrective action, costs of financial assurance, fines and penalties and natural resource damages), or death or injury to any Person, and all expenses associated with the protection of wildlife, aquatic species, vegetation, flora and fauna, and any mitigative action required by or under Environmental Laws,
(d) any claim concerning lack of compliance with Environmental Laws, or any act or omission causing an environmental condition that requires remediation or would allow any Governmental Authority to record a Lien on the land records, or
(e) any residual contamination on or under the Land, or affecting any natural resources, and to any contamination of any property or natural resources arising in connection with the generation, use, handling, storage, transport or disposal of any such Hazardous Substances, and irrespective of whether any of such activities were or will be undertaken in accordance with applicable laws, regulations, codes and ordinances; provided, however, the Lessee shall not be required to indemnify any Indemnitee under this Section 26.3 for (1) any Claim to the extent resulting from the willful misconduct or gross negligence of such Indemnitee (it being understood that, unless the applicable Indemnitee was in possession of the Property and caused the Claim, the Lessee shall be required to indemnify an Indemnitee even if the ordinary (but not gross) negligence of such Indemnitee caused or contributed to such Claim) or (2) any Claim to the extent attributable to acts or events occurring after the expiration of the Term or the return or remarketing of the Property so long as the Lessor is not exercising remedies against the Lessee in respect of the Operative Documents. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under this Lease or any other Operative Document.