Release and Indemnification Covenants. (a) The Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its members, officers, agents, servants and employees, the Trustee and the Purchaser, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing. (b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture or the Bonds or from the performance of the Indenture. (c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties or the Purchaser and caused by, relating to, arising out of, resulting from or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement of
Appears in 3 contracts
Sources: Loan Agreement (NPR Inc), Loan Agreement (Sjit Inc), Loan Agreement (Sjit Inc)
Release and Indemnification Covenants. (a) The IssuerCompany agrees to protect and defend the Authority, the membersformer, agents, servants, officers or employees thereof, the Trustee present and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its future council members, officers, agentsemployees and other agents of the Authority and each person, servants if any, who has the power, directly or indirectly, to direct or cause the direction of the management or policies, now or hereafter, of the Authority and employeesto protect and defend the Trustee, its officers, employees and agents (collectively, the Trustee “Indemnified Parties” and individually, the Purchaser, as the case may be), or (3“Indemnified Party”) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend further agrees to indemnify and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser Indemnified Parties from and against any and all liabilities, losses, damages, injuriescosts, costs or expenses (including reasonable attorneys fees) attorneys’ fees and from court costs, including those for post-judgment and against any and all appellate proceedings), judgments, claims, demands, suits, actions or other proceedings whatsoeverof whatsoever kind or nature (including, brought without limitation, those in any manner directly or indirectly arising or resulting from, out of or in connection with any injury to, or death of any person or and damage to property but excluding those arising or resulting from any intentional misrepresentation or any willful and wanton misconduct of the Indemnified Party or Indemnified Parties) in any manner directly or indirectly (in any case, whether or not by the Company, or its successors and assigns, or directly or indirectly through the agents, contractors, employees, licensees or otherwise of the Company, or its successors and assigns) by any person or entity whatsoever and arising except the Authority or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Loan Agreement, the Indenture Indenture, the Bonds, Parity Indebtedness, the initial and any subsequent offers and sales of the Bonds, the Tax Certificates or the transactions contemplated hereby and thereby, the Project and the ownership or the operation by the Company of the Property, Plant and Equipment the breach or violation of its or any material inaccuracy or material omission in any agreement, covenant, representation or warranty of the Company set forth herein or in any document delivered pursuant hereto, the presence of any Hazardous Material or underground storage tanks on or under the Property, Plant and Equipment or any escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Material from the Property, Plant and Equipment, any liens against the Property permitted under or imposed by any Environmental Laws, or any violation or actual or asserted liability or obligations of the Company under any Environmental Laws, regardless of whether or not caused by, or within the control of, the Company, any actual or asserted liability or obligations of the aforesaid Persons under any Environmental Law relating to the Property, Plant and Equipment, regardless of whether or not caused by, or within the control of, the Company or any action or failure to act by an Indemnified Party or Indemnified Parties with respect to any of the foregoing. The Company releases the Authority and all former, present and future council members, servants, officers, employees and other agents of the Authority, and the Trustee from, agrees that the Authority and the Trustee and all former, present and future directors, members, servants, officers, employees and other agents of the Authority and the Trustee shall not be liable for, and agrees to hold the Authority and all former, present and future directors, members, servants, officers, employees and other agents of the Authority and the Trustee harmless against, any expense or damages incurred because of any lawsuit commenced as a result of action taken by the Authority, and the Trustee or their former, present and future directors, members, servants, officers, employees or other agents (except for any intentional misrepresentation or willful and wanton misconduct of the aforesaid) with respect to this Loan Agreement, the Indenture, the Bonds, Parity Indebtedness, the Tax Certificates, the Project or the Property, Plant and Equipment and the Authority and the Trustee shall promptly give written notice to the Company with respect thereto. All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any former, present or future director, member, servant, officer, employee or other agent of the Authority in his or her individual capacity, and no recourse shall be had for the payment of the principal of, premium, if any, or interest on the Bonds or from the performance Parity Indebtedness or for any claim based thereon or hereunder against any former, present or future director, member, servant, officer, employee or other agent of the Indenture.
(c) Authority or any natural person executing the Bonds. The Company agrees to indemnification arising under this Section shall continue in full force and hereby does indemnify and hold harmless effect notwithstanding the Indemnified Parties and the Purchaser from and against any and full payment of all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties obligations under this Loan Agreement or the Purchaser and caused by, relating to, arising out of, resulting from or in termination of this Loan Agreement for any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement ofreason.
Appears in 1 contract
Sources: Loan Agreement (Advanced Environmental Recycling Technologies Inc)
Release and Indemnification Covenants. The Lessee releases the Issuer (aand each board member, director, officer, employee, attorney, consultant and agent thereof) The Issuerand the Trustee from, and shall indemnify and hold the Issuer (and each director, officer, employee, attorney, consultant and agent thereof) and the Trustee harmless against, any and all claims and liabilities of any character or nature whatsoever, regardless of by whom asserted or imposed, and losses of every conceivable kind, character and nature whatsoever claimed by or on behalf of any person, firm, corporation or governmental authority, arising out of, resulting from, or in any way connected with the Project, and in the case of the Trustee, the membersIndenture, agentsincluding, servantswithout limiting the generality of the foregoing, officers (i) liability for loss or employees thereofdamage to property or any injury to or death of any and all persons that may be occasioned by any cause whatsoever pertaining to the Project, and in the case of the Trustee, the Indenture, or arising by reason of or in connection with the occupation or the use thereof or the presence on, in or about the premises of the Project; and (ii) liability arising from or expense incurred by the Issuer’s acquisition, owning, leasing or financing of the Project, and in the case of the Trustee, the Indenture, including without limiting the generality of the foregoing all causes of action and attorneys’ fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing; and (iii) costs and expenses of the Issuer or the Trustee or the individual board members thereof incurred as a result of carrying out its obligations under this Lease, the Bond Resolution and the Purchaser Indenture; provided however, that the Lessee shall not be liable for (1) obligated to indemnify any lossdirector, damage officer, employee, attorney, consultant or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property agent of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its membersthe Trustee against any claim, officersliability or loss in any way connected with the Project, agents, servants and employeesin the case of the Trustee, the Trustee Indenture, if such claim, liability or loss arises out of or results from other than official action taken in the name and behalf of the PurchaserIssuer or the Trustee, as the case may be), by such director, officer, employee, attorney, consultant or (3) agent which shall constitute gross negligence or willful misconduct on its part. The provision of this Section 9.1 as they related to the Trustee shall not be amended or compromised in any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection way except with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any express written consent of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls and shall exist for the Issuer, the State or any agency sole benefit of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933Trustee, which, so long as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture or the Bonds remain outstanding, shall be a third party beneficiary of this Lease. This Section 9.1 shall survive the expiration or from the performance termination of this Lease or the Indenture.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties or the Purchaser and caused by, relating to, arising out of, resulting from or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement of
Appears in 1 contract
Release and Indemnification Covenants. (a) The Issuer, the Trustee and their respective members, agents, servants, officers or employees thereofemployees, the Trustee and the Purchaser Bondholders shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project FacilityProject, (2) any damage or injury to the persons or property of the Company or any user of the Project FacilityProject, or their officers, agents, servants or employees, or any other person who may be about the Project FacilityProj ect, caused by an act of negligence of any person (other than the Issuer or its Issuer, the Trustee and their respective members, officers, agents, servants and employees, the Trustee and the PurchaserBondholders, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project FacilityProject, and the Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the Trustee and their respective members, agents, servants, officers or employees thereofemployees, the Trustee and the Purchaser Bondholders from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the StateCounty, the Trustee, any Person who controls the Issuer, the State or any agency of the State County or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State County and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture Indenture, the other Lease Documents or the Bonds or from the performance of the Indenture.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser Bondholders from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties or the Purchaser Bondholders and caused by, relating to, arising out of, resulting from or in any way connected with (i1) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement ofParties
Appears in 1 contract
Sources: Lease Agreement (Sjit Inc)
Release and Indemnification Covenants. The Company releases the Council (and each director, officer, employee or agent thereof) and the Trustee (and each director, officer, employee or agent thereof) from, and will indemnify and hold the Council (and each director, officer, employee or agent thereof) and the Trustee (and each director, officer, employee, or agent thereof) harmless against, any and all claims and liabilities of any character or nature whatsoever, regardless of by whom asserted or imposed, and losses of every conceivable kind, character and nature whatsoever claimed by or on behalf of any Person arising out of, resulting from, or in any way connected with the Project; provided, however, that the Company shall not be obligated to indemnify any director, officer, employee or agent of the Council against any claim, liability or loss in any way connected with the Project unless such claim, liability or loss arises out of or results from official action taken in the name and behalf of the Council by such director, officer, employee or agent. Without limiting the generality of the foregoing, the Company will indemnify the Trustee (and each director, officer, employee or agent thereof) for, and hold it harmless against, any loss, liability or expense incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust established by the Indenture, including the costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties under the Indenture. The Company acknowledges that it has sought and received the assistance and cooperation of the Council in connection with the offering and sale of the Bonds. The Company will indemnify, hold harmless and defend the Council (and each director, officer, employee or agent thereof) against
(a) The Issuerany claim or liability whatsoever arising out of or based upon any untrue or misleading statement or alleged untrue or misleading statement of any material fact contained in the Offering Memorandum or in any of the information furnished by the Company or the Placement Agent to any prospective purchaser of the Bonds, or the membersomission or alleged omission to state in the Offering Memorandum or in any such information any material fact necessary to make the statements contained therein not misleading in the light of the circumstances under which such statements were made, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for and
(1b) any loss, damage claim or injury to, or death of, liability arising out of any person occurring action taken by the Council at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property request of the Company or any user of the Project Facility, or their officers, agents, servants or employees, (or any other person who may be about Person authorized to act on behalf of the Project FacilityCompany) in connection with the offering and sale of the Bonds. The Company will pay or reimburse all legal or other expenses reasonably incurred by the Council (and each director, caused by an act of negligence of any person (other than the Issuer officer, employee or its membersagent thereof), officers, agents, servants and employees, or the Trustee (and the Purchasereach director, officer, employee or agent thereof), as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project investigation or defense of any action or proceeding, whether or not resulting in liability, with respect to any claim, liability or loss in respect of which indemnity may be sought against the Company under the provisions of this section. In the event that any action or proceeding is brought against any indemnifiable party (whether the Council, or any of the Council's directors, officers, employees or agents, or the Trustee, or any of the Trustee's directors, officers, employees, or agents), in respect of which indemnity may be sought against the Company under the provisions of this section, such indemnifiable party shall, as a condition of the Company's liability under the provisions of this section, be obligated to notify promptly the Company in writing of the commencement of such action or proceeding and shall thereafter forward to the Project FacilityCompany a copy of every summons, and complaint, pleading, motion or other process received with respect to such action or proceeding; provided, however, that any failure to so notify the Company shall not release the Company from its obligations under this Section 8.3 unless the Company's ability to defend any such action or proceeding is materially prejudiced by such failure. The Company may (and, if so requested by such indemnifiable party, shall) at any time assume the defense of such indemnifiable party in connection with any such action or proceeding, and does hereby indemnifyin such case the Company shall pay all expenses of such defense and shall have full and complete control of the conduct on the part of such party of any such action or proceeding, protectincluding, defend and hold harmless the Issuerwithout limitation, the membersright to settle or compromise any claim giving rise to such action or proceeding upon such terms and conditions as the Company, agentsin its sole discretion, servants, officers or employees thereof, the Trustee shall determine and the Purchaser from and against any and all losses, damages, injuries, costs or expenses right to select Counsel for such party. The Council (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State director, officer, employee or agent thereof) or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and or any memberdirector, officer, directoremployee or agent thereof) shall have the right to employ separate counsel in any such action and participate in the defense thereof, official, employee but the fees and attorney expenses of such counsel shall be at the expense of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture Council or the Bonds or from Trustee, as the performance of the Indenture.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any and all lossescase may be, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties or the Purchaser and caused by, relating to, arising out of, resulting from or in any way connected with unless (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (employment of such separate counsel has been specifically authorized by the Company in the case of financing, as writing prior to the Indemnified Parties only) employment of such counsel, or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) the named parties to any untrue statement such action (including any impleaded parties) include both the Council (or alleged untrue statement ofany director, officer, employee or agent thereof) or the Trustee (or any director, officer, employee or agent thereof) and the Company, and an indemnified party or parties shall have been advised by counsel or shall have otherwise determined in good faith that there may be one or more legal defenses available to it or them which are different from or additional to those available to the Company and that joint representation may be inappropriate under professional standards, in which case the Company shall not have the right to assume the defense of such action on behalf of the Council (or any director, officer, employee or agent thereof) or the Trustee (or any director, officer, employee or agent thereof), as the case may be, it being understood, however, that the Company shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys for the Council (including all directors, officers, employees and agents thereof), and one separate firm of attorneys for the Trustee (including all directors, officers, employees and agents thereof), and any such firm shall be designated in writing by the Council and/or the Trustee, subject in each case to the approval of the Company, which approval shall not be unreasonably withheld. Any other provision of this section to the contrary notwithstanding, the Company shall not be obligated to indemnify any such indemnifiable party for any liability resulting from the settlement of any action or proceeding if such settlement was made without the Company's consent (unless such consent was unreasonably withheld by the Company), irrespective of whether the Company had, prior to such settlement, exercised its right to assume the defense of such indemnifiable party in connection with such action or proceeding. The Company agrees that it will not unreasonably withhold its consent with respect to any proposed settlement of any such action or proceeding. Nothing contained in this section shall be construed to indemnify the Council, or any of the Council's directors, officers, employees or agents, against, or to release any of such parties from liability for, any claim, liability or loss that may result from willful misconduct or gross negligence on the part of such parties, nor shall anything contained in this section be construed to indemnify the Trustee against, or to release the Trustee, or any of the Trustee's directors, officers, employees or agents from liability for, any claim, liability or loss that may result from bad faith or gross negligence on the part of such parties. Anything to the contrary in this Lease Agreement notwithstanding, the covenants of the Company contained in this section shall, with respect to any claim, liability or loss for which the Company is obligated to provide indemnity, remain in full force and effect after the termination of the Lease until (i) any cause of action brought in respect of such claim, liability or loss shall be barred by the applicable statute of limitation or (ii) the payment in full or the satisfaction of such claim, liability or loss, including all reasonable expenses incurred by the indemnifiable party or parties in defending against such claim, liability or loss; provided, however, that in the event any action or proceeding arguably barred by the applicable statute of limitation is brought against any indemnifiable party hereunder, the Company shall be obligated to defend such indemnifiable party with respect to such action or proceeding, all to the end that the bar of the statute of limitation may be asserted by the Company against the party bringing such action or proceeding but may not be asserted by the Company against the indemnifiable party in order to avoid performing any of its obligations under this section.
Appears in 1 contract
Release and Indemnification Covenants. (a) The Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its members, officers, agents, servants and employees, the Trustee and the Purchaser, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company Borrower shall and does hereby agrees to indemnify, protectdefend, defend and hold harmless and save the Issuer, the Trustee, and the members, agents, servants, officers officers, counsel to the Issuer, employees, advisors and other agents, now or employees thereofhereafter, of the Issuer or the Trustee and the Purchaser from and (each an “indemnified party”) harmless against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought whatsoever by or on behalf of any person or entity whatsoever and arising or purportedly Person arising from or purporting to arise from this Senior Loan Agreement, the Indenture, the Series 2017 Bonds or the transactions contemplated thereby, including without limitation, (1) any condition of the Series 2017 Project, (2) any breach or default on the part of the Borrower in the performance of any of its obligations under this Senior Loan Agreement, (3) any act or negligence of the foregoingBorrower or of any of its agents, contractors, servants, employees or licensees, (4) any act or negligence of any assignee or lessee of the Borrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Borrower, or (5) the Issuer’s authorization, approval or execution of the Series 2017 Bonds, the Financing Documents or any other documents, opinions, certificates or agreements executed in connection with the transactions contemplated by this Senior Loan Agreement, the Indenture, the Series 2017 Bonds or the transactions contemplated thereby. The Borrower shall indemnify and save the Issuer, the Trustee, and the members, servants, officers, counsel to the Issuer, employees, advisors and other agents, now or hereafter, of the Issuer or the Trustee harmless from any such claim, demand, suit, action or other proceeding whatsoever arising as aforesaid and upon notice from the Issuer or the Trustee, the Borrower shall defend such parties, as applicable, in any such action or proceeding.
(b) The Company shall Issuer and does hereby indemnifythe Trustee, protecteach separately agree that, defend and hold harmless upon the receipt of notice of the commencement of any action against the Issuer or the Trustee or their respective members, servants, officers, counsel to the Issuer, employees, advisors and other agents, now or hereafter, as applicable, or any Person controlling it as aforesaid, in respect of which indemnity, costs, expenses or defense may be sought on account of any agreement contained herein, the State and every agency of the State, Issuer or the Trustee, as applicable, will promptly give written notice of the commencement thereof to the Borrower, but the failure so to notify the Borrower of any Person who controls such action shall not relieve the IssuerBorrower from any liability hereunder to the extent it is not materially prejudiced as a result of such failure to notify and in any event shall not relieve it from any liability which it may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, the State Borrower shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of such action, in which event such defense shall be conducted by counsel chosen by the Borrower and reasonably satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any agency additional counsel retained by them; but if the Borrower shall elect not to assume the defense of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuersuch action, the State Borrower will reimburse such indemnified party or parties for the reasonable fees and every agency expenses of any counsel retained by them; provided, however, if the State defendants in any such action (including impleaded parties) include both the indemnified party and the Trustee (each an "Indemnified Party"), from Borrower and against any counsel for the Borrower shall have reasonably concluded that there may be a conflict of interest involved in the representation by a single counsel of both the Borrower and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreementindemnified parties, the Indenture indemnified party or parties shall have the Bonds right to select separate counsel, at the Borrower’s expense and satisfactory to the Borrower, to participate in the defense of such action on behalf of such indemnified party or from parties (it being understood, however, that the performance Borrower shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the Indentureindemnified parties who are parties to such action).
(c) The Company agrees to and hereby does indemnify and hold harmless Without the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any consent of the Indemnified Parties Borrower neither the Trustee nor the Issuer shall settle, compromise or consent to the entry of any judgment in any claim in respect of which indemnification may be sought under the indemnification provision of this Senior Loan Agreement, unless such settlement, compromise or consent (1) includes an unconditional release of such other applicable party from all liability arising out of such claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such other applicable party.
(d) Notwithstanding anything to the contrary contained herein, the Borrower shall have no liability to indemnify the Trustee against claims or damages resulting from such parties’ own gross negligence or willful misconduct, or the Purchaser and caused by, relating to, arising out of, Issuer against claims or damages resulting from or in any way connected with such parties’ own willful misconduct.
(ie) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale The indemnification obligation of the Project or any part thereof including without limitation Borrower under this Section 7.02 shall survive the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement oftermination of this Senior Loan Agreement.
Appears in 1 contract
Release and Indemnification Covenants. (a) The IssuerTenant releases the Landlord, the membersAuthority, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for Bank (1and each director, officer, employee and agent thereof) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its members, officers, agents, servants and employees, the Trustee and the Purchaser, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facilityfrom, and hereby indemnifies and holds said parties (and each director, officer, employee or agent thereof) harmless and agrees to defend the Company shall and does hereby indemnifysame against, protect, defend and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demandsdamages, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damagescosts, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture or the Bonds or from the performance of the Indenture.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any for counsel of the Indemnified Parties indemnified party's choice) and liabilities of any character or the Purchaser nature whatsoever, regardless of by whom asserted or imposed, and caused bylosses of every conceivable kind, relating tocharacter and nature whatsoever claimed by or on behalf of any person, firm, corporation or governmental authority, arising out of, resulting from from, or in any way connected with (i) the leasing of the Subleased Premises to the Tenant and the condition, use, possessionpossession or management of the Subleased Premises during the Lease Term; provided, conducthowever, managementthat the Tenant shall not be obligated to indemnify any director, planningofficer, designemployee or agent of the Authority against any claim, acquisitionliability or loss in any way connected with the Subleased Premises unless such claim, construction, installation, financing (liability or loss arises out of or results from official action taken in the case name and behalf of financingthe Authority by such director, as officer, employee or agent. The Tenant hereby further indemnifies, holds harmless and agrees to defend the Indemnified Parties onlyLandlord, the Authority and the Trustee (and each director, officer, employee and agent thereof) against
(a) any claims, damages, losses, costs, expenses (including reasonable attorneys' fees for counsel of the indemnified party's choice) or sale liabilities whatsoever arising out of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) based upon any untrue or misleading statement or alleged untrue or misleading statement ofof any material fact contained in any of the aforesaid information furnished, or caused to be furnished, by the Tenant to any prospective purchaser of the Series 1997 Bonds or the Bank, or the omission or alleged omission to state in any such information any material fact necessary to make the statements contained therein not misleading in the light of the circumstances under which such statements were made, and
(b) any claims, damages, losses, costs, expenses (including reasonable attorneys' fees for counsel of the indemnified party's choice) or liabilities arising out of any action taken by the Landlord at the request of the Tenant (or any other person authorized to act on behalf of the Tenant) in connection with the offering and sale of the Series 1997 Bonds or in connection with the Subleased Premises. The Tenant will pay or reimburse all legal or other expenses reasonably incurred by the Landlord, the Authority or the Trustee, as the case may be (and each director, officer, employee and agent thereof), in connection with the investigation or defense of any action or proceeding, whether or not resulting in liability, with respect to any claim, liability or loss in respect of which indemnity may be sought against the Tenant under the provisions of this section. In the event that any action or proceeding is brought against any indemnifiable party (whether the Landlord, or any of the Landlord's directors, officers, employees or agents, the Authority, or any of the Landlord's directors, officers, employees or agents, or the Trustee or its officers, directors, employees or agents), in respect of which indemnity may be sought against the Tenant under the provisions of this section, such indemnifiable party shall, as a condition of the Tenant's liability under the provisions of this section, be obligated to notify the Tenant promptly in writing of the commencement of such action or proceeding and shall thereafter forward to the Tenant a copy of every summons, complaint, pleading, motion or other process received with respect to such action or proceeding. The Tenant may with the express written consent of Landlord, which shall not be unreasonably withheld, and if so requested by such indemnifiable party, shall at any time assume the defense of such indemnifiable party in connection with any such action or proceeding, and in such case the Tenant shall pay all expenses of such defense and shall have full and complete control of the conduct on the part of such party of any such action or proceeding, including, without limitation, the right to settle or compromise any claim giving rise to such action or proceeding upon such terms and conditions as the Tenant, in its sole discretion, shall determine, provided that the Landlord, the Authority, and the Trustee shall have the right to select their own respective Counsel in any such matter. Nothing contained in this section shall be construed to indemnify the Landlord, the Authority, or any of their directors, officers, employees or agents, or the Trustee, against, or to release any of such parties from liability for, any claim, liability or loss that may result (i) from willful misconduct or gross negligence on the part of such parties or (ii) from the failure of such parties to perform their obligations under any applicable agreement or (iii) from the sole negligence of such party. Anything to the contrary herein contained notwithstanding, the covenants of the Tenant contained in this section shall, with respect to any claim, liability or loss for which the Tenant is obligated to provide indemnity, remain in full force and effect after the termination of the Lease until (i) any cause of action brought in respect of such claim, liability or loss shall be barred by the applicable statute of limitation or (ii) the Payment in Full or the satisfaction of such claim, liability or loss, including all reasonable expenses incurred by the indemnifiable party or parties in defending against such claim, liability or loss; provided, however, that in the event any action or proceeding arguably barred by the applicable statute of limitation is brought against any indemnifiable party hereunder, the Tenant shall be obligated to defend such indemnifiable party with respect to such action or proceeding, all to the end that the bar of the statute of limitation may be asserted by the tenant against the party bringing such action or proceeding but may not be asserted by the Tenant against the indemnifiable party in order to avoid performing any of its obligations under this section. The right of the Tenant to raise the bar of any such statute against any indemnified party is hereby expressly waived.
Appears in 1 contract
Release and Indemnification Covenants. The Lessee releases the Issuer (aand each director, officer, employee, attorney, consultant and agent thereof) The Issuerthe Trustee and the Credit Obligor from, and will indemnify and hold the membersIssuer (and each director, agentsofficer, servantsemployee, officers or employees attorney, consultant and agent thereof), the Trustee and the Purchaser Credit Obligor harmless against, any and all claims and liabilities of any character or nature whatsoever, regardless of by whom asserted or imposed, and losses of every conceivable kind, character and nature whatsoever claimed by or on behalf of any person, firm, corporation or governmental authority, arising out of, resulting from, or in any way connected with the Project or the issuance and sale of the Bonds, including, without limiting the generality of the foregoing, (i) liability for loss or damage to property or any injury to or death of any and all persons that may be occasioned by any cause whatsoever pertaining to the Project or arising by reason of or in connection with the occupation or the use thereof or the presence on, in or about the premises of the Project and (ii) liability arising from or expense incurred by the Issuer's acquisition, construction, installation, equipping, owning, leasing and financing of the Project, including without limiting the generality of the foregoing all causes of action and attorneys' fees and any other expenses incurred in defending any suits or actions which may arise as a result of any of the foregoing and (iii) costs and expenses of the Issuer or the members thereof incurred as a result of carrying out its obligations under this Lease, the Bond Resolution, the Indenture and the Mortgage; provided however, that the Lessee shall not be liable for (1) obligated to indemnify any lossdirector, damage officer, employee, attorney, consultant or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property agent of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its members, officers, agents, servants and employeesIssuer, the Trustee or the Credit Obligor against any claim, liability or loss in any way connected with the Project or the issuance and sale of the PurchaserBonds if such claim, liability or loss arises out of or results from other than official action taken in the name and behalf of the Issuer, the Trustee or the Credit Obligor, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any membersuch director, officer, directoremployee, officialattorney, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs consultant or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture or the Bonds or from the performance of the Indentureagent.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties or the Purchaser and caused by, relating to, arising out of, resulting from or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement of
Appears in 1 contract
Release and Indemnification Covenants. (a) The Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its members, officers, agents, servants and employees, the Trustee and the Purchaser, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoeverwhatsover, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from fom this Agreement, the Indenture or the Bonds or from the performance of the Indenture.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties or the Purchaser and caused by, relating to, arising out of, resulting from or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement of a material fact contained in the Application or any other information submitted or to be submitted by or on behalf of the Company to the Indemnified Parties or the Trustee in connection with the transactions contemplated hereby or the issuance and purchase of the Bonds; or (iii) any omission or alleged omission of a material fact necessary to be stated thereon in order to make such statements to the Indemnified Party not misleading or incomplete.
(d) The Company covenants and agrees, at its sole cost and expense, to indemnify, protect and save the Indemnified Parties and the Purchaser (the "Indemnitees") harmless against and from any and all damages, losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, judgments, suits, proceedings, costs, disbursements or expenses (including, without limitation, attorneys' and experts' reasonable fees and disbursements) of any kind or of any nature whatsoever (collectively, the "Indemnified Matters") which may at any time be imposed upon, incurred by or asserted or awarded against Indemnitees and arising from or out of:
(1) any hazardous materials, as defined under any Laws as defined below, on, in, under or affecting all or any portion of the property subject to the Mortgage or any surrounding areas (but in the case of hazardous materials in surrounding areas, only if the source of such materials is or is alleged to be the Company or the mortgaged property), or
(2) the enforcement of this paragraph or the assertion by the Company of any defense to its obligations hereunder (except the successful defense of actual performance not subject to further appeal), whether any of such matters arise before or after the Closing Date or before or after foreclosure of the Mortgage or other taking of title to the Company's interest in all or any portion of the mortgaged property by Indemnitees or any affiliate of Indemnitees. Indemnified Matter shall include, without limitation, all of the following: (i) the costs of removal of any and all hazardous materials from all or any portion of the property or any surrounding areas (except that the indemnity provided for under this paragraph shall not cover the costs of such removal unless either (a) such removal is required by any federal or state law, regulation or regulatory agency ("Laws") or (b) any present or future use, operation, development, construction, alteration or reconstruction of all or any portion of the mortgaged property is or would be conditioned in any way upon, or is or would be limited in any way until the completion of, such removal in accordance with any Laws), (ii) additional costs required to take necessary precautions as required by law to protect against the release of hazardous materials on, in, under or affecting the mortgaged property into the air, any body of water, any other public domain or any surrounding areas and (iii) costs incurred to comply, in connection with all or any portion of the mortgaged property or any surrounding areas, with all applicable Laws with respect to hazardous materials. If any Indemnitee or any affiliate of an Indemnitee takes title to the Company's interest in the mortgaged property at a foreclosure sale, at a sale pursuant to a power of sale under the Mortgage or by deed in lieu of foreclosure or otherwise, then the indemnity provided for under this paragraph shall not apply to hazardous materials which are initially placed on, in or under all or any portion of the mortgaged property after the date Indemnitee or such affiliate so takes title to such interest in the Property. At any time during the six months prior to any such foreclosure sale, sale pursuant to a power of sale under the Mortgage or by deed in lieu of foreclosure or otherwise by which any Indemnitee or affiliate takes title to such interest in the mortgage property, such Indemnitee or affiliate shall have the right, at its sole discretion and at the Company's sole cost and expense, to have performed an environmental site assessment of the mortgaged property to determine whether any hazardous materials are present.
(e) In case any action shall be brought against one or more of the Indemnified Parties or the Purchaser based upon any of the above and in respect of which indemnity may be sought against the Company, such Indemnified Parties or the Purchaser shall promptly notify the Company in writing, and the Company shall assume the defense thereof, including the employment of counsel satisfactory to the Indemnified Parties, the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties or the Purchaser shall have the right to employ separate counsel at the Company's expense in any such action and to participate in the defense thereof. The Company shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Company or if there be a final judgment for the claimant in any such action, the Company shall discharge the liability and indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any loss or liability by reason of such settlement or judgment. The provision of this Section 8.2 shall survive the repayment of the Bonds.
Appears in 1 contract
Sources: Loan Agreement (Sjit Inc)
Release and Indemnification Covenants. (a) The Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its members, officers, agents, servants and employees, the Trustee and the Purchaser, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company Borrower shall and does hereby agrees to indemnify, protectdefend, defend and hold harmless and save the Issuer, the Trustee, and the members, agents, servants, officers officers, counsel to the Issuer, employees, advisors and other agents, now or employees thereofhereafter, of the Issuer or the Trustee and the Purchaser from and (each an “indemnified party”) harmless against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoeverproceedings, brought including expenses related thereto, whatsoever by or on behalf of any person or entity whatsoever and arising or purportedly Person arising from or purporting to arise from this Senior Loan Agreement, the Indenture, the Series 2020 Bonds, the other Financing Documents, or the transactions contemplated thereby, including without limitation, (1) any condition of the Project or the Borrower’s operation of the Project, (2) any breach or default on the part of the Borrower in the performance of any of its obligations under this Senior Loan Agreement, including, without limitation, the foregoingBorrower’s payment obligations with respect to the Taxable Series 2020B Loan as set forth in Section 4.01 hereof, (3) any act or negligence of the Borrower or of any of its agents, contractors, servants, employees or licensees, (4) any act or negligence of any assignee or lessee of the Borrower, or of any agents, contractors, servants, employees or licensees of any assignee or lessee of the Borrower, or (5) the Issuer’s authorization, approval or execution of the Series 2020 Bonds, the Financing Documents or any other documents, opinions, certificates or agreements executed in connection with the transactions contemplated by this Senior Loan Agreement, the Indenture, the Series 2020 Bonds or the transactions contemplated thereby. The Borrower shall indemnify and save the Issuer, the Trustee, and the members, servants, officers, counsel to the Issuer, employees, advisors and other agents, now or hereafter, of the Issuer or the Trustee harmless from any such claim, demand, suit, action, including related expenses, or other proceeding whatsoever arising as aforesaid and upon notice from the Issuer or the Trustee, the Borrower shall defend such parties, as applicable, in any such action or proceeding.
(b) The Company shall Issuer and does hereby indemnifythe Trustee, protecteach separately agree that, defend and hold harmless upon the receipt of notice of the commencement of any action against the Issuer or the Trustee or their respective members, servants, officers, counsel to the Issuer, employees, advisors and other agents, now or hereafter, as applicable, or any Person controlling it as aforesaid, in respect of which indemnity, costs, expenses or defense may be sought on account of any agreement contained herein, the State and every agency of the State, Issuer or the Trustee, as applicable, will promptly give written notice of the commencement thereof to the Borrower, but the failure so to notify the Borrower of any Person who controls such action shall not relieve the IssuerBorrower from any liability hereunder to the extent it is not materially prejudiced as a result of such failure to notify and in any event shall not relieve it from any liability which it may have to the indemnified party otherwise than on account of such indemnity agreement. In case such notice of any such action shall be so given, the State Borrower shall be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of such action, in which event such defense shall be conducted by counsel chosen by the Borrower and reasonably satisfactory to the indemnified party or parties who shall be defendant or defendants in such action, and such defendant or defendants shall bear the fees and expenses of any agency additional counsel retained by them; but if the Borrower shall elect not to assume the defense of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuersuch action, the State Borrower will reimburse such indemnified party or parties for the reasonable fees and every agency expenses of any counsel retained by them; provided, however, if the State defendants in any such action (including impleaded parties) include both the indemnified party and the Trustee (each an "Indemnified Party"), from Borrower and against any counsel for the Borrower shall have reasonably concluded that there may be a conflict of interest involved in the representation by a single counsel of both the Borrower and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreementindemnified parties, the Indenture indemnified party or parties shall have the Bonds right to select separate counsel, at the Borrower’s expense and satisfactory to the Borrower, to participate in the defense of such action on behalf of such indemnified party or from parties (it being understood, however, that the performance Borrower shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) representing the Indentureindemnified parties who are parties to such action).
(c) The Company agrees to and hereby does indemnify and hold harmless Without the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any consent of the Indemnified Parties Borrower neither the Trustee nor the Issuer shall settle, compromise or consent to the entry of any judgment in any claim in respect of which indemnification may be sought under the indemnification provision of this Senior Loan Agreement, unless such settlement, compromise or consent (1) includes an unconditional release of such other applicable party from all liability arising out of such claim and (2) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of such other applicable party.
(d) Notwithstanding anything to the contrary contained herein, the Borrower shall have no liability to indemnify the Trustee against claims or damages resulting from such parties’ own gross negligence or willful misconduct, or the Purchaser and caused by, relating to, arising out of, Issuer against claims or damages resulting from or in any way connected with such parties’ own willful misconduct.
(ie) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale The indemnification obligation of the Project Borrower under this Section 7.02 shall survive the termination of this Senior Loan Agreement or any part thereof including without limitation the Indemnified Matters referenced in resignation or removal of the next paragraph; (ii) any untrue statement or alleged untrue statement ofTrustee.
Appears in 1 contract
Sources: Senior Loan Agreement (Fortress Transportation & Infrastructure Investors LLC)
Release and Indemnification Covenants. (a) The IssuerAuthority, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project FacilityMortgaged Property, (2) any damage or injury to the persons or property of the Company or any user of the Project FacilityMortgaged Property, or their officers, agents, servants or employees, or any other person who may be about the Project FacilityMortgaged Property, caused by an act of negligence of any person (other than the Issuer Authority or its members, officers, agents, servants and employees, the Trustee and the any Purchaser, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer Authority in connection with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend and hold harmless the IssuerAuthority, the members, agents, servants, officers or employees thereof, the Trustee and the any Purchaser from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the StateAuthority, the Trustee, any Person who controls the Issuer, the State or any agency of the State Authority or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State Authority and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture or the Bonds or from the performance of the Indenture.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the any Purchaser from and against any and all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties or the any Purchaser and caused by, relating to, arising out of, resulting from or in any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement ofof a material fact contained in the Application or any other information submitted or to be submitted by or on behalf of the Company to the Indemnified Parties or the Trustee in connection with the transactions contemplated hereby or the issuance and purchase of the Bonds; or (iii) any omission or alleged omission of a material fact necessary to be stated thereon in order to make such statements to the Indemnified Party not misleading or incomplete.
Appears in 1 contract
Sources: Loan Agreement (Sjit Inc)
Release and Indemnification Covenants. (a) The Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury Company agrees to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its members, officers, agents, servants and employees, the Trustee and the Purchaser, as the case may be), or (3) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend indemnify and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever and arising or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an collectively called the "Indemnified PartyParties"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Agreement, the Indenture or the Bonds or from the performance of the Indenture.
(c) The Company agrees to and hereby does indemnify and hold harmless the Indemnified Parties and the Purchaser from and against any and all losses, claims, damages, liabilities, costs damages or expenses, including reasonable attorneys' fees suffered or incurred liabilities caused by any untrue statement of material fact with respect to the Company or the ESPC Project, or in the other documents, certificates and information submitted to the Trustee by the Company or caused by any omission of any material fact necessary to be stated to make such statements not misleading or not incomplete; and from and against all costs, counsel fees, expenses and liabilities incurred in connection with any claims asserted thereon.
(b) In addition, the Company agrees that the Indemnified Parties shall not be liable for, and covenants and agrees to defend and indemnify the Indemnified Parties from and against, any and all costs, damages or liabilities which may arise out of issuing the Certificates or loaning the proceeds thereof to the Company and from any and all claims or actions by or on behalf of any person, firm, or Company, arising from any act, failure to act, or occurrence whatsoever with respect to the ESPC Project or arising from any breach or default on the part of the Company in the performance of any act to be performed pursuant to the terms of this Trust Agreement or the Assignment Agreement.
(c) In case any action shall be brought against one or more of the Indemnified Parties based upon the provision of Section 6.10(a) or (b) hereof and in respect of which indemnity may be sought against the Purchaser Company, such Indemnified Parties shall promptly notify the Company in writing, and caused bythe Company shall assume the defense thereof, relating toincluding the employment of counsel the payment of all expenses and the right to negotiate and consent to settlement. Any one or more of the Indemnified Parties shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Parties unless the employment of such counsel has been specifically authorized by the Company, except that in the case of any action concerning the matters referred to in Section 6.10(a) hereof, the fees and expenses of such counsel shall be borne by the Company. The Company shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Company or if there be a final judgment for the plaintiff in any such action, the Company agrees to indemnify and hold harmless the Indemnified Parties from and against any loss or liability by reason of such settlement or judgment.
(d) The Company shall and hereby agrees to indemnify and save the Indemnified Parties harmless from and against all claims, losses and damages, including consequential damages and legal fees and expenses, arising out of, resulting from or in any way connected with of (i) the conditionadministration of the Trust Fund under the Trust Agreement, useincluding any duties the Trustee may have as assignee under the Assignment Agreement, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale and payee of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; Note, and (ii) any untrue statement act of negligence of the Company or alleged untrue statement ofany of their respective officers, agents, contractors, servants, employees, licenses or invitees in connection with the ESPC Project or the ESPC Task Order. Indemnification for any cause of action mentioned in this Section 6.10 shall be limited to the extent and amounts permitted by law. No indemnification will be made under this Section 6.10 or elsewhere in this Trust Agreement for the willful misconduct, gross negligence or breach of duty under this Trust Agreement by the Trustee, its officers, agents, employees, successors and assigns.
(e) The provisions of this Section 6.10 shall survive repayment of the Certificates.
Appears in 1 contract
Sources: Trust Indenture and Security Agreement (Northeast Utilities System)
Release and Indemnification Covenants. (a) The IssuerCompany agrees to protect and defend the City, the membersformer, agents, servants, officers or employees thereof, the Trustee present and the Purchaser shall not be liable for (1) any loss, damage or injury to, or death of, any person occurring at or about or resulting from any defect in the Project Facility, (2) any damage or injury to the persons or property of the Company or any user of the Project Facility, or their officers, agents, servants or employees, or any other person who may be about the Project Facility, caused by an act of negligence of any person (other than the Issuer or its future council members, officers, agentsemployees and other agents of the City and each person, servants if any, who has the power, directly or indirectly, to direct or cause the direction of the management or policies, now or hereafter, of the City and employeesto protect and defend the Trustee, its officers, employees and agents (collectively, the Trustee “Indemnified Parties” and individually, the Purchaser, as the case may be), or (3“Indemnified Party”) any costs, expenses or damages incurred as a result of any lawsuit commenced because of action taken in good faith by the Issuer in connection with the Project and the Project Facility, and the Company shall and does hereby indemnify, protect, defend further agrees to indemnify and hold harmless the Issuer, the members, agents, servants, officers or employees thereof, the Trustee and the Purchaser Indemnified Parties from and against any and all liabilities, losses, damages, injuriescosts, costs or expenses (including reasonable attorneys fees) attorneys’ fees and from court costs, including those for post-judgment and against any and all appellate proceedings), judgments, claims, demands, suits, actions or other proceedings whatsoeverof whatsoever kind or nature (including, brought without limitation, those in any manner directly or indirectly arising or resulting from, out of or in connection with any injury to, or death of any person or and damage to property but excluding those arising or resulting from any intentional misrepresentation or any willful and wanton misconduct of the Indemnified Party or Indemnified Parties) in any manner directly or indirectly (in any case, whether or not by the Company, or its successors and assigns, or directly or indirectly through the agents, contractors, employees, licensees or otherwise of the Company, or its successors and assigns) by any person or entity whatsoever and arising except the City or purportedly arising from any of the foregoing.
(b) The Company shall and does hereby indemnify, protect, defend and hold harmless the Issuer, the State and every agency of the State, the Trustee, any Person who controls the Issuer, the State or any agency of the State or the Trustee (within the meaning of Section 15 of the Securities Act of 1933, as amended) and any member, officer, director, official, employee and attorney of the Issuer, the State and every agency of the State and the Trustee (each an "Indemnified Party"), from and against any and all losses, damages, injuries, costs or expenses (including reasonable attorneys fees) and from and against any and all claims, demands, suits, actions or other proceedings whatsoever, brought by any person or entity whatsoever (except the Company) and arising or purportedly arising from this Loan Agreement, the Indenture Indenture, the Bonds, Parity Indebtedness, the initial and any subsequent offers and sales of the Bonds, the Tax Certificate or the transactions contemplated hereby and thereby, the Project and the ownership or the operation by the Company of the Property, Plant and Equipment the breach or violation of its or any material inaccuracy or material omission in any agreement, covenant, representation or warranty of the Company set forth herein or in any document delivered pursuant hereto, the presence of any Hazardous Material or underground storage tanks on or under the Property, Plant and Equipment or any escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Material from the Property, Plant and Equipment, any Liens against the Property permitted under or imposed by any Environmental Laws, or any violation or actual or asserted liability or obligations of the Company under any Environmental Laws, regardless of whether or not caused by, or within the control of, the Company, any actual or asserted liability or obligations of the aforesaid Persons under any Environmental Law relating to the Property, Plant and Equipment, regardless of whether or not caused by, or within the control of, the Company or any action or failure to act by an Indemnified Party or Indemnified Parties with respect to any of the foregoing. The Company releases the City and all former, present and future council members, servants, officers, employees and other agents of the City, and the Trustee from, agrees that the City and the Trustee and all former, present and future directors, members, servants, officers, employees and other agents of the City and the Trustee shall not be liable for, and agrees to hold the City and all former, present and future directors, members, servants, officers, employees and other agents of the City and the Trustee harmless against, any expense or damages incurred because of any lawsuit commenced as a result of action taken by the City, and the Trustee or their former, present and future directors, members, servants, officers, employees or other agents (except for any intentional misrepresentation or willful and wanton misconduct of the aforesaid) with respect to this Loan Agreement, the Indenture, the Bonds, Parity Indebtedness, the Tax Certificate, the Project or the Property, Plant and Equipment and the City and the Trustee shall promptly give written notice to the Company with respect thereto. All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the City and not of any former, present or future director, member, servant, officer, employee or other agent of the City in his or her individual capacity, and no recourse shall be had for the payment of the principal of, premium, if any, or interest on the Bonds or from the performance Parity Indebtedness or for any claim based thereon or hereunder against any former, present or future director, member, servant, officer, employee or other agent of the Indenture.
(c) City or any natural person executing the Bonds. The Company agrees to indemnification arising under this Section shall continue in full force and hereby does indemnify and hold harmless effect notwithstanding the Indemnified Parties and the Purchaser from and against any and full payment of all losses, claims, damages, liabilities, costs or expenses, including reasonable attorneys' fees suffered or incurred by any of the Indemnified Parties obligations under this Loan Agreement or the Purchaser and caused by, relating to, arising out of, resulting from or in termination of this Loan Agreement for any way connected with (i) the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing (in the case of financing, as to the Indemnified Parties only) or sale of the Project or any part thereof including without limitation the Indemnified Matters referenced in the next paragraph; (ii) any untrue statement or alleged untrue statement ofreason.
Appears in 1 contract
Sources: Loan Agreement (Advanced Environmental Recycling Technologies Inc)