Common use of ACQUISITION FINANCE INDEMNITY Clause in Contracts

ACQUISITION FINANCE INDEMNITY. The Primary Borrower shall forthwith on demand indemnify each Finance Party and each of their respective Affiliates and Subsidiaries and its respective directors officers and employees (each being an "INDEMNIFIED PERSON") from and against any cost, claim, loss, expense (including without limitation, the fees, costs and expenses of legal advisors arising from any legal procedures (including, without limitation, any administrative regulatory or judicial actions or investigations) to which that Indemnified Person becomes subject or joined as a party or which may be threatened or pending against it) or liability together with any Tax thereon which may be incurred or asserted against such Indemnified Person arising out of or in connection with the Offer (whether or not made) or it agreeing to finance or refinance any acquisition by Bidco or any person acting in concert with Bidco of any shares or share options of any class in Target or the use of the proceeds of any Advance (save to the extent any such loss or liability arises as a result of the gross negligence or wilful default of the relevant Finance Party).

Appears in 2 contracts

Samples: Facilities Agreement (Texas Utilities Co /Tx/), Facilities Agreement (Tu Acquisitions PLC)

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ACQUISITION FINANCE INDEMNITY. The Primary Borrower shall forthwith on demand indemnify each Finance Party and each of their respective Affiliates and Subsidiaries and its respective directors officers and employees (each being an "INDEMNIFIED PERSON") from and against any cost, claim, loss, expense (including without limitation, the fees, costs and expenses of legal advisors arising from any legal procedures (including, without limitation, any administrative regulatory or judicial actions or investigations) to which that Indemnified Person becomes subject or joined as a party or which may be threatened or pending against it) or liability together with any Tax thereon which may be incurred or asserted against such Indemnified Person arising out of or in connection with the Offer (whether or not made) Acquisition or it agreeing to finance or refinance any acquisition by Bidco or any person acting in concert with Bidco of any shares or share options of any class in Target or the use of the proceeds of any Advance (save to the extent any such loss or liability arises as a result of the gross negligence or wilful default of the relevant Finance Party).

Appears in 1 contract

Samples: Facilities Agreement (Txu Europe LTD)

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ACQUISITION FINANCE INDEMNITY. The Primary Borrower shall forthwith on demand indemnify each Finance Party and each of their respective Affiliates and Subsidiaries and its respective directors officers and employees (each being an "INDEMNIFIED PERSONIndemnified Person") from and against any cost, claim, loss, expense (including without limitation, the fees, costs and expenses of legal advisors arising from any legal procedures (including, without limitation, any administrative regulatory or judicial actions or investigations) to which that Indemnified Person becomes subject or joined as a party or which may be threatened or pending against it) or liability together with any Tax thereon which may be incurred or asserted against such Indemnified Person arising out of or in connection with the Offer (whether or not made) or it agreeing to finance or refinance any acquisition by Bidco or any person acting in concert with Bidco of any shares or share options of any class in Target or the use of the proceeds of any Advance (save to the extent any such loss or liability arises as a result of the gross negligence or wilful default of the relevant Finance Party).

Appears in 1 contract

Samples: Facilities Agreement (Texas Utilities Electric Co)

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