COUNTER INDEMNITY Sample Clauses

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. 11.1 The Purchaser hereby covenants with the Vendor to pay to the Vendor, an amount equal to any of the following: (a) any liability for Tax for which the Vendor or any member of the Vendor’s Group becomes liable by virtue of the operation of sections 767A, 767AA and 767B of the TA 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 Vendor’s Group becomes liable by virtue of the relationship between that member of the Vendor’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 Vendor’s Group which arises as a consequence of or by reference to any of the following occurring or being deemed to occur after Completion: (i) the disposal by the Company of any asset or of any interest in or right over any asset; (ii) the making by the Company of any such payment or deemed payment as constitutes a chargeable payment for the purposes of section 214 of the TA 1988; (iii) the Company ceasing to be resident in the United Kingdom for the purposes of any Tax; (iv) 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 TA 1988); (d) any liability or increased liability to Tax of the Vendor or any member of the Vendor’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 Vendor or the relevant member of the Vendor’s Group where and to the extent that such reduction or disallowance occurs as a result of or by reference to: (i) 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 relevant Tax Authority on or before Completion in respect of any accounting period ended on or before Completion; or (ii) 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 where the claiming of such capital allowances was taken into account in computing (and so reducing) the provision or reserve for Tax or deferre...

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 Purchaser hereby covenants with the Seller to pay to the Seller by way of adjustment to the consideration payable by the Purchaser to the Seller under this Agreement, an amount equivalent to: 10.1.1 any Taxation for which the Seller or any other person falling within section 767A(2) or section 767AA(4) of the Taxes Act becomes liable by virtue of the operation of section 767A, 767AA and 767B of the Taxes Act in circumstances where the taxpayer company (as referred to in section 767A(1) of the Taxes Act) or the transferred company (as referred to in section 767AA(1) of the Taxes Act) is a Company; and 10.1.2 any other Taxation for which the Seller becomes liable as a result of the failure by a Company to discharge it. 10.2 The covenant contained in paragraph 10.1 shall: 75 10.2.1 extend to any reasonable costs properly incurred by the Seller or such other person in connection with such Taxation or claim under paragraph 10.1 above; 10.2.2 not apply to Taxation to the extent that the Purchaser could claim payment in respect of it under paragraph 2; 10.2.3 not apply to the extent that the Seller has already made recovery in respect of the Taxation in question pursuant to section 767B(2) of the Taxes Act. 10.3 Paragraphs 6 and 7 (conduct of claims and due date for payment) shall apply to the covenants contained in paragraph 10.1 above as they apply to the covenants contained in paragraph 2, replacing references to the Seller by the Purchaser (and vice versa) and making any other necessary modifications.

COUNTER INDEMNITY. 5.1 The Purchaser hereby covenants with each of the Covenantors to hold the Covenantors indemnified and to keep them indemnified against: 5.1.1 any taxation liability or increased taxation liability of any of the Covenantors or their subsidiaries 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 relevant Covenantor or any subsidiary of the Covenantor to the extent that such reduction or disallowance occurs as a result of or by reference to any total or partial withdrawal or disclaimer effected by the Company or any of the Subsidiaries after the Completion Date of any claim for the surrender of group relief by the Company or any of the Subsidiaries submitted to the Inland Revenue on or before the Completion Date in respect of any accounting period ended on or before the Completion Date save where any such withdrawal or disclaimer is effected at the express instigation or with the consent in writing of the Covenantors; and 5.1.2 any costs and expenses reasonably and properly incurred by any of the Covenantors or their subsidiaries in investigating, assessing or contesting any such taxation liability or increased taxation liability as gives rise to the liability of the Purchaser under this clause 5. 5.2 Where an assessment is made on a Relevant Company as defined in sub-clause 5.3 below in respect of a corporation tax liability of the Company or any Subsidiary the Purchaser covenants to indemnify each Relevant Company in respect of that proportion of the assessment: 5.2.1 which arises as a result of the failure of the Purchaser or the Company or the Subsidiary to apply a Relevant Amount as defined in sub-clause 5.4 below to discharge a liability for taxation to which that Relevant Amount relates; or 5.2.2 which relates to any liability for taxation which arises in respect of any event occurring or deemed to occur for the purposes of taxation after Completion or any liability for taxation which arises as a result of income, profits or gains earned, accrued or received after Completion; provided that the Purchaser shall not be liable to indemnify any Relevant Company in respect of any Liability for Taxation in respect of which the Covenantors would have had a liability to make a payment under this Deed (ignoring the effect of the financial limitations and clause 3.1.8).

COUNTER INDEMNITY. Pursuant to the terms of the First Acquisition Supplemental Agreement, the Company shall grant a counter indemnity in favour of Shui On Land and Vendor A Guarantor pursuant to which the Company shall indemnify and shall keep Shui On Land and Vendor A Guarantor indemnified against, among others, all loses and expenses incurred by Shui On Land and Vendor A Guarantor arising from the Relevant Guarantees and the Mitsui Guarantee, as well as undertaking to procure the Target Group to repay all loans and indebtedness subject to the Relevant Guarantees and Mitsui Guarantee on demand by the relevant lenders and Xxxxxx. As at the date of the First Acquisition Supplemental Announcement, the amount guaranteed under Relevant Guarantees and Mitsui Guarantee subject to the counter indemnity to be given by the Company in favour of Shui On Land and Vendor A Guarantor is in the aggregate amount of RMB784.8 million (equivalent to approximately HK$933.9 million). SECOND ACQUISITION SUPPLEMENTAL AGREEMENT The principal terms of the Second Acquisition Supplemental Agreement are set out below. Date 28 December 2017 Parties (a) the Purchaser; (b) the Company;

COUNTER INDEMNITY. Any indemnity or counter indemnity from GmbH or Limited, as the case may be, in favor of the DM Fronting Bank or the Sterling Fronting Bank, as applicable, with respect to any Collateral Instrument issued to or for the account of either GmbH or Limited, in the standard form of indemnity or counter indemnity used by such Fronting Bank or in such other form and substance as may be satisfactory to such Fronting Bank and including (without limitation) any letter of credit application incorporating indemnification language satisfactory to such Fronting Bank.