Example ContractsClausesgeneral indemnityVariants
General Indemnity
General Indemnity contract clause examples

Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, Green Loan Coordinator, Issuer, each Lender, each of their Affiliates and each of their respective officers, directors, attorneys, employees and agents (each an "Indemnified Party") for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including reasonable and documented fees and disbursements of counsel (including reasonable allocated costs of internal counsel)) (collectively, "Claims") which may be imposed on, incurred by, or asserted by any Person (including, without limitation, any Credit Party) against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: # this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, # any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, # any Borrower's or any Guarantor's failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, # the enforcement of any of the rights and remedies of Agent, Green Loan Coordinator, Issuer or any Lender under the Agreement and the Other Documents, # any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Covered Entity or Subsidiary of any Borrowers, or any Guarantor, and # any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not Agent, Green Loan Coordinator or any Lender is a party thereto. Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from # any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party by any Person (including, without limitation, any Credit Party) and arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and # any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party by any Person (including, without limitation, any Credit Party) under any Environmental Laws with respect to or in connection with the Real Property owned, leased or occupied by any Borrower, any discharge of Hazardous Material, the presence of any Hazardous Materials affecting the Real Property owned, leased or occupied by any Borrower (whether or not the same originates or emerges from such Real Property or any contiguous real estate), including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property owned, leased or occupied by any Borrower under any Environmental Laws and any loss of value of the Real Property owned, leased or occupied by any Borrower as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable to any discharge of Hazardous Material resulting from actions on the part of Agent, Green Loan Coordinator or any Lender. Borrowers' obligations under this Section 16.5 owned, leased or occupied by any Borrower shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence, bad faith or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable and documented fees and disbursements of counsel) asserted against or incurred by any of the Indemnified Parties by any Person (including, without limitation, any Credit Party) under any Environmental Laws or similar laws by reason of any Borrower's or any other Person's failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Materials or other Toxic Substances. Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or Borrowers on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes, including interest and penalties thereon, and will indemnify and hold the Indemnified Parties harmless from and against all liability in connection therewith. This Section 16.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent,1"> Green Loan Coordinator, Issuer, each Lender, each of their Affiliates and each of their respective officers, directors, attorneys, employees and agents (each an "Indemnified Party") for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including reasonable 3">and documented fees and disbursements of counsel (including reasonable allocated costs of internal counsel)) (collectively, "Claims") which may be imposed on, incurred by, or asserted5"> by any Person (including, without limitation, any Credit Party) against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: # this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, # any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, # any Borrower's or any Guarantor's failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, # the enforcement of any of the rights and remedies of Agent, 7">Green Loan Coordinator, Issuer or any Lender under the Agreement and the Other Documents, # any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any Covered Entity or Subsidiary of any Borrowers, or any Guarantor, and # any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or instrumentality or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not 9">Agent, Green Loan Coordinator9">Agent or any Lender is a party thereto. Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from # any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party 11">by any Person (including, without limitation, any Credit Party) and arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and # any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party13"> by any Person (including, without limitation, any Credit Party) under any Environmental Laws with respect to or in connection with the Real Property owned, leased or occupied by any Borrower, any discharge of Hazardous Material, the presence of any Hazardous Materials affecting the Real Property owned, leased or occupied by any Borrower (whether or not the same originates or emerges from such Real Property or any contiguous real estate), including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property owned, leased or occupied by any Borrower under any Environmental Laws and any loss of value of the Real Property owned, leased or occupied by any Borrower as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable to any discharge of Hazardous Material resulting from actions on the part of 15">Agent, Green Loan Coordinator15">Agent or any Lender. Borrowers' obligations under this Section 16.5 owned, leased or occupied by any Borrower shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross negligence, bad faith or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including reasonable and documented fees and disbursements of counsel) asserted against or incurred by any of the Indemnified Parties by any Person17"> (including, without limitation, any Credit Party) under any Environmental Laws or similar laws by reason of any Borrower's or any other Person's failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Materials or other Toxic Substances. Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or Borrowers on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes, including interest and penalties thereon, and will indemnify and hold the Indemnified Parties harmless from and against all liability in connection therewith. This Section 16.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, 1">Green Loan Coordinator, Issuer, each 3">Lender, each of their Affiliates3">Lender and each of their respective officers, directors, 5">Affiliates, attorneys, employees and agents (each an 7">"Indemnified Party"7">“Indemnified Party) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including reasonable 9">and documented fees and disbursements of counsel (including reasonable allocated costs of internal counsel)) (collectively, 11">"Claims"11">“Claims) which may be imposed on, incurred by, or asserted13"> by any Person (including, without limitation, any Credit Party) against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: # this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, # any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, # any 15">Borrower'15">Borrower’s or any 17">Guarantor'17">Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, # the enforcement of any of the rights and remedies of Agent, 19">Green Loan Coordinator, Issuer or any Lender under the Agreement and the Other Documents, # any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any 21">Covered Entity21">Affiliate or Subsidiary of any Borrowers, or any Guarantor, and # any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or 23">instrumentality23">instrumentality, or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not 25">Agent, Green Loan Coordinator25">Agent or any Lender is a party thereto. Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from # any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party 27">by any Person (including, without limitation, any Credit Party) and arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and # any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party 29">by any Person (including, without limitation, any Credit Party) under any Environmental Laws with respect to or in connection with the 31">Real Property31">real property owned, leased or occupied by any 33">Borrower,33">Loan Party, any 35">discharge of Hazardous 37">Material,37">Discharge, the presence of any Hazardous Materials affecting the 39">Real Property39">real property owned, leased or occupied by any 41">Borrower41">Loan Party (whether or not the same originates or emerges from 43">such Real Property43">the real property owned, leased or occupied by any Loan Party or any contiguous real estate), including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property 45">owned, leased or occupied by any Borrower under any Environmental Laws and any loss of value of the Real Property47"> owned, leased or occupied by any Borrower as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable to any 49">discharge of Hazardous 51">Material51">Discharge resulting from actions on the part of 53">Agent, Green Loan Coordinator53">Agent or any Lender. 55">Borrowers'55">Loan Parties’ obligations under this Section 16.557"> owned, leased or occupied by any Borrower shall arise upon the discovery of the presence of any Hazardous Materials at the 59">Real Property,59">real property owned, leased or occupied by any Loan Party, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross 61">negligence, bad faith61">negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including 63">reasonable and documented fees and disbursements of counsel) asserted against or incurred by any of the Indemnified Parties by any Person 65">(including, without limitation, any Credit Party) under any Environmental Laws or similar 67">laws67">Laws by reason of any 69">Borrower'69">Loan Party’s or any other 71">Person'71">Person’s failure to comply with 73">laws73">Laws applicable to solid or hazardous waste materials, including Hazardous Materials75"> and Hazardous Waste, or other Toxic Substances. Additionally, if any taxes (excluding taxes imposed upon or measured solely by the net income of Agent and Lenders, but including any intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or 77">Borrowers77">Loan Parties on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of any of the Other Documents, or the creation or repayment of any of the Obligations hereunder, by reason of any Applicable Law now or hereafter in effect, 79">Borrowers79">Loan Parties will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes, including interest and penalties thereon, and will indemnify and hold the Indemnified Parties harmless from and against all liability in connection therewith.81"> This Section 16.5 shall not apply with respect to Taxes other than any Taxes that represent losses, claims or damages arising from any non-Tax claim.

Indemnity. Each Borrower shall defend, protect, indemnify, pay and save harmless Agent, 1">Green Loan Coordinator, Issuer, each 3">Lender, each of their Affiliates3">Lender and each of their respective officers, directors, 5">Affiliates, attorneys, employees and agents (each an 7">"Indemnified Party"7">“Indemnified Party) for and from and against any and all claims, demands, liabilities, obligations, losses, damages, penalties, fines, actions, judgments, suits, costs, charges, expenses and disbursements of any kind or nature whatsoever (including 9">reasonable and documented fees and disbursements of counsel 11">(including reasonable11">(which shall be limited to, for the Indemnified Parties as a whole: one primary counsel, one local counsel in each reasonably necessary and relevant jurisdiction, and one or more additional counsel if one or more conflicts of interest arise, and shall exclude allocated costs of internal counsel)) (collectively, 13">"Claims"13">“Claims) which may be imposed on, incurred by, or asserted15"> by any Person (including, without limitation, any Credit Party) against any Indemnified Party in arising out of or in any way relating to or as a consequence, direct or indirect, of: # this Agreement, the Other Documents, the Advances and other Obligations and/or the transactions contemplated hereby including the Transactions, # any action or failure to act or action taken only after delay or the satisfaction of any conditions by any Indemnified Party in connection with and/or relating to the negotiation, execution, delivery or administration of the Agreement and the Other Documents, the credit facilities established hereunder and thereunder and/or the transactions contemplated hereby including the Transactions, # any 17">Borrower'17">Borrower’s or any 19">Guarantor'19">Guarantor’s failure to observe, perform or discharge any of its covenants, obligations, agreements or duties under or breach of any of the representations or warranties made in this Agreement and the Other Documents, # the enforcement of any of the rights and remedies of Agent, 21">Green Loan Coordinator, Issuer or any Lender under the Agreement and the Other Documents, # any threatened or actual imposition of fines or penalties, or disgorgement of benefits, for violation of any Anti-Terrorism Law by any Borrower, any 23">Covered Entity23">Affiliate or Subsidiary of any Borrowers, or any Guarantor, and # any claim, litigation, proceeding or investigation instituted or conducted by any Governmental Body or 25">instrumentality25">instrumentality, any Borrower, any Affiliate or Subsidiary of any Borrowers, or any Guarantor, or any other Person with respect to any aspect of, or any transaction contemplated by, or referred to in, or any matter related to, this Agreement or the Other Documents, whether or not 27">Agent, Green Loan Coordinator27">Agent or any Lender is a party 29">thereto.29">thereto, in each case except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of any of the foregoing, each Borrower shall defend, protect, indemnify, pay and save harmless each Indemnified Party from # any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party31"> by any Person (including, without limitation, any Credit Party) and arising out of or in any way relating to or as a consequence, direct or indirect, of the issuance of any Letter of Credit hereunder and # any Claims which may be imposed on, incurred by, or asserted against any Indemnified Party 33">by any Person (including, without limitation, any Credit Party) under any Environmental Laws with respect to or in connection with the Real 35">Property owned, leased or occupied by35">Property, any 37">Borrower, any discharge of Hazardous 39">Material,39">Discharge, the presence of any Hazardous Materials affecting the Real Property 41">owned, leased or occupied by any Borrower (whether or not the same originates or emerges from 43">such43">the Real Property or any contiguous real estate), including any Claims consisting of or relating to the imposition or assertion of any Lien on any of the Real Property 45">owned, leased or occupied by any Borrower under any Environmental Laws and any loss of value of the Real Property47"> owned, leased or occupied by any Borrower as a result of the foregoing except to the extent such loss, liability, damage and expense is attributable to any 49">discharge of Hazardous 51">Material51">Discharge resulting from actions on the part of 53">Agent, Green Loan Coordinator53">Agent or any 55">Lender. Borrowers'55">Lender, in each such case except to the extent that any of the foregoing arises out of the gross negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Borrowers’ obligations under this Section 16.557"> owned, leased or occupied by any Borrower shall arise upon the discovery of the presence of any Hazardous Materials at the Real Property, whether or not any federal, state, or local environmental agency has taken or threatened any action in connection with the presence of any Hazardous Materials, in each such case except to the extent that any of the foregoing arises out of the gross 59">negligence, bad faith59">negligence or willful misconduct of the Indemnified Party (as determined by a court of competent jurisdiction in a final and non-appealable judgment). Without limiting the generality of the foregoing, this indemnity shall extend to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind or nature whatsoever (including 61">reasonable and documented fees and disbursements of 63">counsel (which shall be limited to, for the Indemnified Parties as a whole: one primary counsel, one local counsel in each reasonably necessary and relevant jurisdiction, and one or more additional counsel if one or more conflicts of interest arise, and shall exclude allocated costs of internal counsel)65">) asserted against or incurred by any of the Indemnified Parties by any Person 67">(including, without limitation, any Credit Party) under any Environmental Laws or similar laws by reason of any 69">Borrower'69">Borrower’s or any other 71">Person'71">Person’s failure to comply with laws applicable to solid or hazardous waste materials, including Hazardous Materials 73">and Hazardous Waste, or other Toxic 75">Substances. Additionally, if any taxes (excluding taxes imposed upon or measured solely by75">Substances in each such case except to the 77">net income of Agent and Lenders, but including any intangibles taxes, stamp tax, recording tax or franchise tax) shall be payable by Agent, Lenders or Borrowers on account of the execution or delivery of this Agreement, or the execution, delivery, issuance or recording of77">extent that any of the 79">Other Documents, or the creation or repayment of any79">foregoing arises out of the 81">Obligations hereunder, by reason81">gross negligence or willful misconduct of83"> any Applicable Law now or hereafter in effect, Borrowers will pay (or will promptly reimburse Agent and Lenders for payment of) all such taxes, including interest and penalties thereon, and will indemnify and hold the Indemnified 85">Parties harmless from85">Party (as determined by a court of competent jurisdiction in a final and 87">against all liability in connection therewith.87">non-appealable judgment). This Section 16.5 shall not apply with respect to Taxes other than any Taxes that represent losses, 89">claims or damages89">claims, damages, etc. arising from any non-Tax claim.

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