By Agents. Each Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s negligence, bad faith or wilful default or that of its officers, employees or agents.
Appears in 5 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s gross negligence, bad faith or wilful default or that of its officers, employees or agents.
Appears in 5 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
By Agents. Each Agent shall of the Agents will severally indemnify the Issuer and the Guarantor against any losslosses, liabilityliabilities, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid claims, actions or incurred in disputing or defending any of the foregoing) that demands which the Issuer or the Guarantor may incur or that which may be made against it the Issuer as a result of such Agent’s negligencethe wilful default, negligence or bad faith or wilful default of that Agent or that of its officers, officers or employees or agentsany of them, or material breach by it of the terms of this Agreement.
Appears in 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s negligence, bad faith or wilful default or that of its officers, employees or agents. The indemnities set out above shall survive any termination of this Agreement.
Appears in 4 contracts
Samples: Third Supplemental Agency Agreement, Fourth Supplemental Agency Agreement, Second Supplemental Agency Agreement
By Agents. Each Agent of the Agents shall severally indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable properly incurred costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a result of such that Agent’s negligenceown wilful default, gross negligence or bad faith or wilful default or that of its officers, employees officers or agentsemployees.
Appears in 4 contracts
Samples: Fiscal Agency Agreement, Fiscal Agency Agreement, Fiscal Agency Agreement
By Agents. Each Agent shall severally indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, fee, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges charges, fees and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s negligence, bad faith or wilful default or that of its officers, employees or agentsfraud.
Appears in 4 contracts
Samples: Agency Agreement, Agency Agreement, Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s negligence, bad faith or wilful default or that of its officers, employees or agents.
Appears in 3 contracts
Samples: Fourth Supplemental Agency Agreement, Third Supplemental Agency Agreement, Second Supplemental Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses properly paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a result of such Agent’s negligencea breach by that Agent of this Agreement or its wilful default, negligence or bad faith or wilful default or that of its officers, employees officers or agentsemployees.
Appears in 2 contracts
Samples: Paying Agency Agreement, Paying Agency Agreement (Ecolab Inc)
By Agents. Each Agent shall indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s gross negligence, bad faith fraud or wilful default or that of its officers, employees or agents.
Appears in 2 contracts
Samples: Agency Agreement, Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor Guarantor, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable properly incurred costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a result of such Agent’s negligencewilful default, gross negligence or bad faith or wilful default or that of its officers, employees officers or agentsemployees.
Appears in 2 contracts
By Agents. Each Agent shall severally indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses properly paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may properly incur or that which may be made against it as a result of such Agent’s negligence's wilful default, bad faith gross negligence or wilful default fraud or that of its officersdirectors, employees officers or agentsemployees.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any lossLoss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a result of such Agent’s negligenceits wilful default, bad faith negligence or wilful default fraud or that of its officers, employees officers or agentsemployees.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall severally indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s wilful default, negligence, bad faith or wilful default or that of its officers, employees or agents.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it the Issuer as a result of such any of the Agent’s gross negligence, bad faith or wilful default or that of its officers, employees or agents.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable properly incurred costs, charges and expenses paid or incurred in disputing or defending any of the foregoingforegoing but excluding tax imposed on or calculated by reference to net income received or receivable) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s gross negligence, bad faith fraud or wilful default or that of its officers, employees or agents.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or properly incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s 's negligence, bad faith or wilful default or that of its officers, employees or agents.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall (on a several, not joint, basis) indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, fee, claim, action, demand or expense (including, but not limited to, all reasonable properly incurred costs, fees, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s gross negligence, bad faith or wilful default or fraud or that of its officers, employees officers or agentsemployees.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s negligence, bad faith fraud or wilful default or that of its officers, employees or agents.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a direct result of such Agent’s negligenceits wilful default, gross negligence or bad faith or wilful default or that of its officers, employees officers or agentsemployees.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a result arising out of such Agent’s negligenceor in relation to or in connection with the breach by that Agent of this Agreement or its wilful default, negligence or bad faith or wilful default or that of its officers, employees officers or agentsemployees.
Appears in 1 contract
Samples: Agency Agreement (Avon Products Inc)
By Agents. Each Agent (acting severally) shall indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or properly incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a result of such Agent’s negligencewilful default, bad faith gross negligence or wilful default fraud or that of its officersdirectors, employees officers or agents.employees.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent of the Agents shall indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense Losses (including, but not limited to, all reasonable costs, legal fees, charges and expenses paid or incurred in disputing or defending any of the foregoingLosses properly and accurately documented) that the Issuer or the Guarantor which it may incur or that which may be made against it as a result arising out of such Agent’s or in relation to or in connection with its gross negligence, bad faith or wilful default or that of its directors, officers, employees or agents.
Appears in 1 contract
By Agents. Each Fiscal Agent and Paying Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s negligence, bad faith fraud or wilful default or that of its officers, employees or agents.
Appears in 1 contract
Samples: Agency Agreement
By Agents. Each Agent (other than the Registrar) shall severally indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a direct result of such Agent’s wilful default, gross negligence, bad faith faith, fraud or wilful default misconduct or that of its directors, officers, employees or agentsemployees.
Appears in 1 contract
By Agents. Each Agent of the Agents shall severally indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that which the Issuer or the Guarantor may incur or that which may be made against it as a result the breach by such Agent of such Agent’s negligencethe terms of this Agreement or its wilful default, negligence or bad faith or wilful default or that of its officers, employees officers or agentsemployees.
Appears in 1 contract
By Agents. Each Agent shall indemnify the Issuer and the Guarantor Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoingforegoing but excluding tax imposed on or calculated by reference to net income received or receivable) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s gross negligence, bad faith fraud or wilful default or that of its officers, employees or agents.
Appears in 1 contract
Samples: Agency Agreement