COUNTER INDEMNITY. Each Borrower hereby irrevocably and unconditionally:
(i) authorises and directs the Guarantee Bank to pay any demand made by the Beneficiary under or by reference to the Letter of Credit on first request or demand being made in accordance with the terms thereof without requiring proof of the agreement of the Borrowers that the amounts so demanded are or were due and notwithstanding (a) that the Borrowers may dispute the validity of any such request, demand or payments, or make any set-off, counter-claim or defence against such demand for payment and/or (b) whether the Beneficiary is actually entitled to make a claim against a Borrower or any other member of the Group;
(ii) undertakes to reimburse to the Guarantee Bank on demand any and all sums which the Guarantee Bank may pay to the Beneficiary under the Letter of Credit, in the currency paid by the Guarantee Bank, together with interest at the rate determined in accordance with Clause 11.3 (Default interest) for overdue amounts from the date such payment is made by the Guarantee Bank until payment in full of such reimbursement;
(iii) undertakes to keep the Guarantee Bank indemnified against any and all liabilities, losses, damages, claims, demands, expenses (including, without limitation, legal fees and VAT) or actions which the Guarantee Bank suffer or incur in any way whatsoever under or in connection with or arising out of the Letter of Credit; and
(iv) agrees that the obligations of the Borrowers under this Agreement shall not be affected by any act, omission, matter or thing which, but for this provision, might operate to release or exonerate the Borrowers from its obligations hereunder in whole or in part, including, without limitation and whether or not known to the Borrowers or any other person:
(a) any time or waiver granted to or composition with the Beneficiary or any other person; or
(b) any taking, variation, compromise, renewal or release of, or refusal or neglect to perfect or enforce any rights, remedies or security available to the Guarantee Bank or the Beneficiary or any other person; or
(c) any variation of the terms of or substitution of the Letter of Credit so that references in this Agreement to the Letter of Credit shall include references to the Letter of Credit as so varied or substituted.
COUNTER INDEMNITY. To the extent that a Secured Creditor is required to indemnify the Collateral Agent and/or the Delegate Collateral Agent pursuant to Clause 4.3 (Indemnity to Agents) as a result of any action which a Credit Party is required to take but does not, the relevant Credit Party agrees to indemnify each such Secured Creditor on demand against any amount it has paid to the Collateral Agent and/or the Delegate Collateral Agent pursuant to Clause 4.3 (Indemnity to Agents).
COUNTER INDEMNITY. 8.1 The US Buyer hereby covenants with the Covenantor to pay to the Covenantor by way of adjustment to the consideration for the sale of the Shares, an amount equal to any of the following:
(A) any liability for Tax for which the Covenantor or any other person falling within section 767A(2) or 767AA(4) of the Taxes Act 1988 becomes liable by virtue of the operation of sections 767A, 767AA and 767B of the Taxes Act 1988 in circumstances where the taxpayer company (as referred to in section 767A(1)) and/or the transferred company (as referred to in section 767AA(1)) is the Company;
(B) any liability for Tax (arising by reference to income, profits or gains of the Company arising after Completion) for which any member of the Covenantor's Group becomes liable by virtue of the relationship between that member of the Covenantor's Group and the Company at any time on or before Completion;
(C) any liability or increased liability to Tax of any member of the Covenantor's Group which arises as a consequence of or by reference to any of the following occurring or being deemed to occur after Completion:
(1) the disposal by the Company of any asset or of any interest in or right over any asset;
(2) the Company ceasing to be resident in the United Kingdom for the purposes of any Tax;
(3) the effecting by the Company of any such payment or transfer of assets as constitutes the receipt by another person of an abnormal amount by way of dividend (as defined in section 709 of the Taxes Act 1988);
(D) any liability or increased liability to Tax of the Covenantor or any member of the Covenantor's Group which arises as a result of or by reference to any reduction or disallowance of Group Relief that would otherwise have been available to the Covenantor or the relevant member of the Covenantor's Group where and to the extent that such reduction or disallowance occurs as a result of:
(1) any total or partial withdrawal effected by the Company after Completion of any surrender of Group Relief that was submitted by the Company to the Inland Revenue or other Tax Authority on or before Completion in respect of any accounting period ended on or before Completion; or
(2) any total or partial disclaimer made by the Company after Completion of any capital allowances available to the Company in respect of any accounting period ended on or before Completion, save where any such withdrawal or disclaimer is made at the express written request of the Covenantor; and
(E) any other liability to...
COUNTER INDEMNITY. In consideration of the Issuers agreeing to issue the Letters of Credit, the Indemnifier unconditionally and irrevocably agrees:
5.1 Indemnity until the date falling three (3) months after the last day of the Initial Term or any Subsequent Term, as a continuing security, to keep the Issuers and the Agent indemnified in the Relevant Currency against all demands, claims, payments, costs, liabilities, damages, losses, proceedings and expenses incurred or suffered by the Issuers or the Agent directly or indirectly by reason of or in connection with the Issuers’ Obligations PROVIDED THAT the aggregate amount which the Indemnifier is liable to pay to the Issuers and/or the Agent under this Clause 5.1 in respect of such demands, claims, payments, costs, liabilities, damages, losses, proceedings and expenses, over and above any amount in respect of the Issuers’ Obligations plus Interest thereon, shall not exceed twenty five million Dollars (USD25,000,000) in the absence of any fraud committed by the Indemnifier or its gross negligence or wilful misconduct in connection howsoever with the Issuers’ Obligations;
5.2 Evidence of termination/reduction to supply the Agent promptly with such evidence as the Agent may reasonably require of the termination or reduction of the Issuers’ liability under the Issuers’ Obligations;
5.3 Payments and Interest unless otherwise provided in this Agreement to pay to the Agent within seven (7) Business Days of demand from time to time all amounts payable by the Indemnifier under Clause 5.1 or Clause 6.4 with Interest on each of those amounts from the date of the Issuers’ or the Agent’s payment in the case of Clause 5.1 or demand in the case of Clause 6.4 until the date of the Indemnifier’s payment to the Agent (for itself or for the Issuers), before or after any relevant judgment it being understood by the Indemnifier that all amounts payable by the Indemnifier under Clause 5.1 and Clause 6.4 are due from the date of the Issuers’ or the Agent’s (as the case may be) payment or demand (as the case may be); and
5.4 Computations Interest, commitment commission and any other payments under this Agreement of an annual nature shall accrue from day to day and be computed on the basis of a year of three hundred and sixty (360) days and for the actual number of days elapsed.
COUNTER INDEMNITY. 20 PART 3 INTEREST.................................................................................................... 22
COUNTER INDEMNITY. 8.1 The Commercial Manager shall be under no responsibility or liability for any loss or damage, whether as a loss of profits or otherwise, to the Shipowners or KTL arising out of any act or omission involving any error of judgment or any negligence on the part of the Commercial Manager or any of its officers or employees in connection with the performance of its duties under this Agreement unless the acts or omissions leading to a loss or damage are caused by gross negligence or wilful misconduct on the part of the Commercial Manager, its officers or employees.
8.2 The Commercial Manager shall not, under any circumstance, be liable to compensate the Shipowners or KTL for any loss in excess of the Fee in the preceding year.
8.3 KTL agrees to indemnify and keep the Commercial Manager and its employees indemnified against any and all liabilities, costs, claims, demands, proceedings, charges, actions, suits or expenses of whatsoever kind or character that may be incurred or suffered by any of them howsoever arising (other than by reason of fraud or dishonesty on their part) in connection with the provisions of the services or the performance of its duties in general pursuant to this Agreement.
8.4 The Commercial Manager shall not be required to take any legal action on behalf of the Shipowners unless being fully indemnified (to its reasonable satisfaction) for all costs and liabilities likely to be incurred or suffered by it as a consequence thereof.
8.5 If the Board requires the Commercial Manager to take any action which, in the opinion of the Commercial Manager might make him liable for the payment of any money or liable in any other way, the Commercial Manager shall be kept indemnified by KTL in an amount and form satisfactory to him as a prerequisite to take such action.
8.6 The indemnities provided by KTL and the Shipowners hereunder shall cover all reasonable costs and expenses payable by the Commercial Manager in connection with any claims.
8.7 The indemnifications provided by this Clause 8 shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, the bye-laws of KTL or the Shipowners or otherwise, and shall continue after the termination of this Agreement.
COUNTER INDEMNITY. 10.1 The Buyer hereby covenants with the Seller to pay to the Seller, by way (so far as legally possible) of adjustment to the consideration paid by the Buyer to the Seller under the Agreement, an amount equal to any liability of the Seller, or any other person falling within Section 767A(2) or 767AA(4) ICTA, section 132 (3) FA 1988, section 190 (3) TCGA, paragraph 68 of Schedule 29 or paragraph 8(2) of Schedule 34 FA 2002 by virtue of a relationship which that person has or has had with the Seller, to tax (and any related interest, penalties, costs and expenses) under Sections 767A, 767AA, 767B ICTA, section 132 FA 1988, section 190 TCGA or paragraph 68 of Schedule 29 or paragraph 8 of Schedule 34 FA 2002 as a result of the Buyer’s failure to procure payment by the Company of any Taxation payable by it.
10.2 The undertaking contained in paragraph 10.1 will not apply to any Taxation in respect of which the Buyer could make a claim under this Schedule 4 or to any Taxation which the Seller or any other such person as is mentioned in paragraph 10.1 will have recovered from the Buyer under any statutory right of recovery (save in either such case in circumstances where the Seller has paid an amount in respect of the Taxation in question to the Buyer and the relevant liability of the Company nevertheless remains unpaid) and the Seller will procure that no recovery under such statutory right is sought to the extent that payment has been made to the Seller by the Buyer under paragraph 10.1 in respect of that Taxation.
10.3 The covenant contained in paragraph 10.1 shall extend to any costs incurred by the relevant member of the Seller’s Group in connection with such Taxation as is mentioned in paragraph 10.1 or a claim under paragraph 10.1.
COUNTER INDEMNITY. 7.1 The Buyer shall pay to the Sellers an amount equal to any Tax liability assessed on the Sellers (or any of them or their members), or any member of their respective Tax groups, by a Tax Authority relating to any of the following events occurring or deemed to occur after First Completion:
(a) any Group Company or any member of the Buyer's Tax Group failing to pay any amount of Tax for which it is liable to the extent that such liability arises in circumstances where the Buyer would not have been entitled to make a claim against the Sellers in respect of such Tax liability; or
(b) any Group Company or any member of the Buyer's Tax group changing its tax residence;
COUNTER INDEMNITY. 8.1 The Buyer hereby covenants with the Seller to pay to the Seller, by way (so far as legally possible) of adjustment to the consideration paid by the Buyer to the Seller under the Agreement, an amount equal to any Taxation for which the Seller becomes liable as a result of: the failure by any Relevant Company to pay any Taxation for which it is primarily liable and for which the Buyer would not have been entitled to make a Tax Claim against the Seller if the Company had paid that liability and, for the purposes of this paragraph, the term “Relevant Company” shall mean the Buyer and any company, including after Completion the Company, that may be treated for taxation purposes as being, or as having at any time been, either a member of the same group of companies as the Buyer or otherwise associated with the Buyer.
COUNTER INDEMNITY. 9.1 The Buyer hereby covenants with the Covenantor to pay to the Covenantor an amount equal to any liability to Tax or any amount on account of Tax for which the Covenantor or any member of the Covenantor's Group becomes liable as a result of the failure: (a) at any time by any member of the Buyer's Group (other than any of the Group Companies); or (b) after Completion by the Company, to discharge an amount of Tax that has been assessed on it.
9.2 The Covenantor hereby covenants with the Buyer to pay to the Buyer an amount equal to any liability to Tax or any amount on account of Tax for which the Buyer or any member of the Buyer's Group becomes liable as a result of the failure by the Covenantor or any member of the Covenantor's Group to discharge an amount of Tax that has been assessed on it.
9.3 The covenants contained in clause 9.1 and 9.2 shall: (a) extend to all third party costs reasonably and properly incurred or payable in connection with such liability to Tax under clause 9.1 which is the subject of a successful claim under this deed; (b) not apply to any liability to Tax to the extent that the Buyer could claim payment in respect of it under clause 2 or for breach of the Tax Warranties; and (c) not apply to Tax to the extent it has been recovered under any relevant statutory provision (and the Buyer or the Covenantor as the case may be shall procure that no recovery is sought to the extent that payment is made hereunder).
9.4 Clauses 3 and 7 of this deed shall apply to the covenants contained in this clause 9 as they apply to the covenants contained in clause 2, replacing (in the case of the covenant contained in clause 9.
1) references to the Covenantor by the Buyer (and vice versa) and (in the case of the covenants contained in clause 9.1 and 9.2) making any other necessary modifications.
