Liability of Indemnitor Sample Clauses

The "Liability of Indemnitor" clause defines the extent to which the indemnitor is responsible for covering losses, damages, or claims incurred by the indemnified party. Typically, this clause outlines the specific types of liabilities the indemnitor must assume, such as legal costs, settlements, or judgments arising from certain actions or omissions. For example, if a third party sues the indemnified party due to the indemnitor's conduct, the indemnitor would be required to pay for the resulting expenses. The core function of this clause is to allocate risk by ensuring that the party best positioned to prevent or control certain risks bears the financial responsibility for them.
Liability of Indemnitor. The liability of Indemnitor under this ----------------------- Indemnity Agreement shall in no way be limited or impaired by any amendment or modification of the provisions of the Loan Documents to or with the Agent or Lenders by Indemnitor or any person who succeeds the Borrower as owner of the Property. In addition, the liability of Indemnitor under this Indemnity Agreement shall in no way be limited or impaired by (but subject in all events to the terms set forth in Section 16 hereof) (i) any extensions of time for performance required by any of the Loan Documents; (ii) any sale, assignment, or foreclosure of the Note or Deed of Trust or any sale or transfer of all or part of the Property or any interest(s) therein; (iii) any exculpatory provision in any of the Loan Documents limiting Lenders' recourse to property encumbered by the Deed of Trust or to any other security, or limiting Lenders' rights to a deficiency or other judgment against Indemnitor or any other obligor or guarantor thereunder (including, without limitation, Section 9.13(b) of the Credit Agreement and the corresponding exculpation provisions set forth in the Note, the Deed of Trust and this Indemnity Agreement); (iv) the accuracy or inaccuracy of the representations and warranties made by the Borrower under any of the Loan Documents; (v) the release of the Borrower or any other person or entity from performance or observance of any of the agreements, covenants, terms, or conditions contained in any of the Loan Documents by operation of law, Lenders' voluntary act, or otherwise; (vi) the release or substitution in whole or in part of any security for the Note; or (vii) Lenders' failure to record any Deed of Trust or file any UCC financing statements (or Lenders' improper recording or filing of any thereof) or otherwise to perfect, protect, secure, or insure any security interest or lien given as security for the Note; and, in any such case, whether with or without notice to Indemnitor and with or without consideration.
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Liability of Indemnitor. The liability of Indemnitor under this Agreement shall in no way be limited or impaired by, any amendment or modification of the provisions of the Loan Documents to or with Lender by Indemnitor or any person who succeeds Indemnitor as owner of the Mortgaged Property, or any portion thereof. In addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired by (i) any extensions of time for performance required by any of the Loan Documents; (ii) any sale, assignment, or foreclosure of the Mortgage Note or the Mortgage or any sale or transfer of all or part of the Mortgaged Property; (iii) any exculpatory provision in any of the Loan Documents limiting Lender's recourse to property encumbered by the Mortgage or to any other security, or limiting Lender's rights to a deficiency judgment against Indemnitor or any other party, including without limitation, any provision of the Loan Documents entitled "LIMITATIONS ON LIABILITY;"
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Liability of Indemnitor. The liability of Indemnitor under this ----------------------- Agreement shall not be limited or impaired by (i) any amendment or modification of the provisions of the Loan Documents to or with Indemnitee by Borrower or any person who succeeds Borrower as owner of the Property or (ii) any extensions of time for performance required by any of the Loan Documents; (iii) any sale, assignment, or foreclosure of the Note or Deed of Trust or any sale or transfer of all or part of the Property; (iv) any exculpatory provision in any of the Loan Documents limiting Indemnitee's recourse to property encumbered by the Deed of Trust or to any other security, or limiting Indemnitee's rights to a deficiency judgment against Borrower (including, without limitation, Section 11 of the Note and Section 9.01 of the Deed of Trust); (v) the release of Borrower or any other person or entity from performance or observance of any of the Loan Documents by operation of law, Indemnitee's voluntary act, or otherwise; or (vi) the release or substitution in whole or in part of any security for the Note.
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Liability of Indemnitor. If the Indemnitor elects not to defend the Indemnified Party against such Claim, whether by not giving the Indemnified Party timely notice as provided above or otherwise, then, unless the Indemnitor shall have no duty to indemnify under this Section 7, the amount of any Damages in connection with such Claim shall be conclusively deemed to be a liability of the Indemnitor hereunder to the extent of the Indemnitor's duties hereunder. The Indemnified Party shall have no obligation whatsoever to defend such Claim.
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Liability of Indemnitor. The obligations of each Indemnitor under this Agreement shall be the joint and several obligations of each of them. The liability of Indemnitor under this Agreement shall not be limited or impaired by (i) any amendment or modification of the provisions of the Loan Documents to or with Lender by Borrower or any person who succeeds Borrower as owner of the Property or (ii) any extensions of time for performance required by any of the Loan Documents; (iii) any sale, assignment, or foreclosure of the Note or Security Instrument or any sale or transfer of all or part of the Property; (iv) any exculpatory provision in any of the Loan Documents limiting Lender’s recourse to property encumbered by the Security Instrument or to any other security, or limiting Lender’s rights to a deficiency judgment against Borrower (including, without limitation, Section 12.23 of the Loan Agreement); (v) the release of Borrower or any other person or entity from performance or observance of any of the Loan Documents by operation of law, Indemnitee’s voluntary act, or otherwise; or (vi) the release or substitution in whole or in part of any security for the Note.
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Liability of Indemnitor. The liability of each party comprising the Indemnitors shall be joint and several. The liability of Indemnitors under this Agreement shall in no way be limited or impaired by the provisions of the Mortgages or any note or any of the other documents evidencing or securing the Loans, or any amendment, modification, extension or renewal thereof. In addition, the liability of Indemnitors under this Agreement shall in no way be limited or impaired by any sale, assignment, or foreclosure of any note evidencing the Loans or the Mortgage or any sale or transfer of all or any part of the Property or any interest therein. No delay on the Lender's part in acting under this Indemnity shall operate as a waiver of any of the Lender's rights hereunder. No waiver hereunder by the Lender in any instance shall constitute a waiver in any other instance.
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Liability of Indemnitor. Any liability, loss, damage, cost or expense that Lender may suffer or incur as a result of any claim hereunder, including any reasonable costs, expenses and attorneys' fees, shall be due and payable by Indemnitor to Lender immediately upon demand, in federal or other immediately available funds that at the time of such payment shall be legal tender for the payment of public and private debts in the United States of America, shall bear interest from the date such amount becomes due until paid at the Default Rate (as defined in the Note) and, if the Mortgage is still in effect, shall be added to the obligations secured by the Mortgage and secured by the lien of the Mortgage.
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Liability of Indemnitor. The liability of Indemnitor under this ----------------------- Agreement shall in no way be limited or impaired by the provisions of the Loan Documents, or any amendment or modification thereof. This Agreement, and all rights and obligations hereunder, shall survive performance, repayment and release of the obligations evidenced by and arising under the Loan Documents, as well as a transfer of any or all of Lender's rights in the Loan Documents and/or the Mortgaged Property.
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Related to Liability of Indemnitor

  • Liability of Indemnitees (a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, the Assignees or any other Persons who have acquired interests in the Partnership Securities, for losses sustained or liabilities incurred as a result of any act or omission if such Indemnitee acted in good faith. (b) Subject to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith. (c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict or otherwise modify the duties and liabilities of an Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of such Indemnitee. (d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability to the Partnership, the Limited Partners, the General Partner, and the Partnership’s and General Partner’s directors, officers and employees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

  • Indemnity of Indemnitee The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

  • Survival of Indemnification Obligations The provisions of this Article 13 shall survive the expiration or termination of this Agreement.

  • Review of Indemnification Obligations (i) Notwithstanding the foregoing, in the event any Reviewing Party shall have determined (in a written opinion, in any case in which Independent Legal Counsel is the Reviewing Party) that Indemnitee is not entitled to be indemnified, exonerated or held harmless hereunder under applicable law, (A) the Company shall have no further obligation under Section 2(a) to make any payments to Indemnitee not made prior to such determination by such Reviewing Party and (B) the Company shall be entitled to be reimbursed by Indemnitee (who hereby agrees to reimburse the Company) for all Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee (within thirty (30) days after such determination); provided, however, that if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee is entitled to be indemnified, exonerated or held harmless hereunder under applicable law, any determination made by any Reviewing Party that Indemnitee is not entitled to be indemnified hereunder under applicable law shall not be binding and Indemnitee shall not be required to reimburse the Company for any Expenses theretofore paid in indemnifying, exonerating or holding harmless Indemnitee until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). Indemnitee’s obligation to reimburse the Company for any Expenses shall be unsecured and no interest shall be charged thereon. (ii) Subject to Section 2(b)(iii) below, if the Reviewing Party shall not have made a determination within forty-five (45) days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification shall, to the fullest extent not prohibited by law, be deemed to have been made and Indemnitee shall be entitled to such indemnification, absent (A) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (B) a prohibition of such indemnification under applicable law; provided, however, that such 45-day period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect to entitlement to indemnification in good faith requires such additional time for the obtaining or evaluating of documentation and/or information relating thereto. (iii) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall be required to be made prior to the final disposition of the Claim.

  • Indemnification of Indemnitees From and after Bank Closing and subject to the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with claims against any Indemnitee based on liabilities of the Failed Bank that are not assumed by the Assuming Institution pursuant to this Agreement or subsequent to the execution hereof by the Assuming Institution or any Subsidiary or Affiliate of the Assuming Institution for which indemnification is provided hereunder in (a) of this Section 12.1, subject to certain exclusions as provided in (b) of this Section 12.1: (1) claims based on the rights of any shareholder or former shareholder as such of