Acquisition indemnity. (a) The Obligors’ Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand indemnify and hold harmless the Interim Finance Parties and any of their respective Affiliates and any of their directors, officers, agents, advisers and employees (as applicable) (each, an Indemnified Person) against any cost, expense, loss, liability (including, except as specified below, reasonably incurred legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdiction) incurred by or awarded against such Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding (including any action, claim, investigation or proceeding to preserve or enforce rights) (collectively, each, a Proceeding), commenced or threatened, relating to this Agreement, the Interim Facility or the Acquisition or the use or proposed use of proceeds of the Interim Facility (except to the extent such cost, expense, loss or liability resulted from (x) the wilful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction), (y) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by the Borrower or any of its subsidiaries.
(b) If any event occurs in respect of which indemnification will be sought from the Borrower under paragraph (a) above, the relevant Indemnified Person shall use reasonable endeavours to notify the Obligors’ Agent in writing (where legally permissible and practicable to do so) after the relevant Indemnified Person becomes aware of such event, consult with the Obligors’ Agent fully and promptly (where legally permissible and practicable to do so) with respect to the conduct of the relevant claim, action or proceeding, conduct such claim, action or proceeding properly and diligently and shall ...
Acquisition indemnity. The Company agrees to indemnify each Finance Party against any loss or liability incurred by that Finance Party in connection with or arising out of the Acquisition, to the extent resulting from or attributable to that Finance Party’s entry into and/or performance of its obligations under this Agreement, unless it is caused by the gross negligence or wilful misconduct of that Finance Party.
Acquisition indemnity. (i) In this paragraph (f) (Acquisition indemnity), relevant litigation means any litigation proceeding, arising, pending or threatened against a Finance Party and, in each case, any of their respective Affiliates and each of their (or their respective Affiliates’) respective directors, officers, employees and agents (each a Relevant Person) in connection with or arising out of any Transaction Document or the Acquisition (whether or not made).
(ii) The Company must indemnify each Relevant Person against any cost, loss or liability which that Relevant Person incurs as a consequence of any relevant litigation, unless it is caused directly by the gross negligence or wilful misconduct of that Finance Party.
(iii) A Relevant Person must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress.
(iv) A Relevant Person must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable) both its interests and the interests of the Company.
(v) A Relevant Person may only concede or compromise any claim in respect of any relevant litigation if it has consulted the Company in good faith for not less than 5 Business Days before so doing.
(vi) Notwithstanding sub-paragraphs (iii) to (v) above, a Relevant Person is not required to disclose to the Company any matter:
(A) in respect of which it is under a duty of non-disclosure or which is subject to any attorney/client privilege; or
(B) which relates to that Relevant Person’s policy or other extrinsic matters.
(vii) Each Relevant Person may rely on this paragraph (f) subject to the terms of paragraph (d) of Clause 1.2 (Construction).
Acquisition indemnity. 3.1 The Parent shall indemnify the Facility Agent, each Arranger and each Bank (each an "INDEMNIFIED PARTY") from time to time within five Business Days of demand of the Indemnified Party, against any cost, claim, loss, expense (including reasonable legal fees) or liability together with VAT thereon, whether or not reasonably foreseeable, which the relevant Indemnified Party may sustain or properly incur (except to the extent that the same result from the negligence or wilful misconduct or breach of Finance Documents of that Indemnified Party) arising out of a claim or action of any person relating to the Offer or any acquisition by Nutricia or any person acting in concert with the Parent or Nutricia of any shares of Rexall Sundown or any use of the proceeds of any Advance.
Acquisition indemnity. (a) In this Clause, relevant litigation means any litigation proceeding, arising, pending or threatened against a Finance Party in connection with or arising out of any Transaction Document or the Acquisition (whether or not made).
(b) The Company must indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of any relevant litigation, unless it is caused by the gross negligence or wilful misconduct of that Finance Party.
(c) A Finance Party must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress.
(d) A Finance Party must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable) both its interests and the interests of the Company.
(e) A Finance Party may only concede or compromise any claim in respect of any relevant litigation if it is acting reasonably and has consulted the Company before so doing.
(f) Notwithstanding paragraphs (c) to (e) above, a Finance Party is not required to disclose to the Company any matter:
(i) in respect of which it is under a duty of non-disclosure or which is subject to any attorney/client privilege; or
(ii) which relates to a Finance Party’s policy or other extrinsic matters.
(g) The Company must keep confidential any information disclosed by a Finance Party to it under this Clause.
Acquisition indemnity. NGG will indemnify each Finance Party and each of their respective Affiliates and directors, officers, agents and employees (each, an "Indemnified Person") against all losses, claims, damages, liabilities, charges and related expenses which such Indemnified Person may be or may become subject to resulting from or in any way related to the making available of credit facilities under this Agreement in connection with the implementation of the NXXX Acquisition or the EUA Acquisition (whether or not either acquisition is completed) except to the extent that the same results from the Indemnified Person's negligence or wilful default.
Acquisition indemnity. The Borrower shall indemnify each Finance Party from and against any loss or liability incurred by that Finance Party in connection with or arising out of any litigation, arbitration or administrative proceedings or regulatory enquiry concerning or in connection with or arising out of the Borrower's or any other person's acquisition, holding or funding of, or exercise of rights in respect of, the Assets and/or the grant of any Security by it under the Security Documents to which it is party. The Borrower shall within three (3) Business Days of demand pay to any Finance Party any amounts due from it under this Clause.
Acquisition indemnity. 14.4.1 In this Clause 14.4, "relevant litigation" means any litigation proceeding arising, pending or threatened against a Finance Party in connection with or arising out of the funding of the Acquisition (whether or not made).
Acquisition indemnity. The Company shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 14.4 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
Acquisition indemnity. The Company shall, within five Business Days of demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of any Acquisition or the funding of any Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 15.4.
