By Issuer and Guarantor. The Issuer, failing whom the Guarantor, shall indemnify each Agent 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 it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from a breach by it of this Agreement or its own negligence, bad faith or wilful default or that of its officers, employees or agents.
By Issuer and Guarantor. The Issuer, failing whom the Guarantor, shall indemnify each Agent 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 it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as may result from a breach by it of this Agreement or its own negligence, bad faith or wilful default or that of its officers, employees or agents. Notwithstanding the foregoing, under no circumstances will the Issuer be liable to the Agent or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive loss of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. The indemnity contained in this Clause 16.1 shall survive termination or expiry of this Agreement.
By Issuer and Guarantor. The Issuer, failing whom the Guarantor, shall indemnify the Issuing and Paying Agent for an amount equal to any loss, liability, cost, tax (including stamp duty) claim, action, demand or expense (including, but not limited to, all costs, charges and expenses properly paid or properly incurred in disputing or defending any of the foregoing) that the Issuing and Paying Agent or any of its directors, officers, employees, agents and controlling persons may incur arising out of or in relation to or in connection with its appointment or the exercise of its functions hereunder, except such as may result from a breach by it of this Agreement or its own negligence, bad faith or wilful default or that of its directors, officers, employees, agents or controlling persons.
By Issuer and Guarantor. The lssuer, failing whom the Guarantor, shall indemnify each Agent, on an after tax basis, against any loss, liability, fee, cost, claim, action, demand or expense (including, but not limited to, all costs, fees, charges and expenses properly paid or incurred in disputing or defending any of the foregoing) that it may incur or that may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its functions, except such as a result of such Agent’s gross negligence, wilful default or fraud or that of its directors or employees.
By Issuer and Guarantor. The Issuer, failing whom the Guarantor, shall indemnify each of the Agents against any direct loss, liability, claim, action or demand together with all reasonable costs and expenses (including, but not limited to, all reasonable direct costs and expenses paid or incurred in disputing or defending the foregoing) which it may incur or which may be made against it as a result of or in connection with its appointment or the proper exercise of its powers and performance of its duties under this Agreement, except such as may result from any material breach of the terms of this Agreement by it which is within its control or from its own negligence, wilful misconduct or bad faith or that of its directors, officers, employees or agents.
By Issuer and Guarantor. The Issuer or, failing the Issuer, the Guarantor undertakes to indemnify each of the Agents and their directors, officers and employees, on an after tax basis against all losses, liabilities, costs, claims, actions, damages, expenses or demands (together, “Losses”) (including, but not limited to, all costs, legal fees, charges and expenses (together, “Expenses”) paid or properly incurred in disputing or defending any Losses) which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by any Agent under this Agreement, excluding any taxes on income, profits or gains of any Agent and any recoverable value added tax and except to the extent that any such Losses or Expenses result from such Agent’s own wilful default, negligence or fraud or that of its directors, officers, employees or any of them.
