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Common use of COUNTER INDEMNITY Clause in Contracts

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.

Appears in 2 contracts

Samples: Guarantee, Revolving Credit and Term Loan Facility Agreement (DryShips Inc.), Guarantee, Revolving Credit and Term Loan Facility Agreement (DryShips Inc.)

COUNTER INDEMNITY. Each Borrower hereby irrevocably and unconditionally:(1) Venture will from time to time grant an indemnity (the "Indemnity") to its bankers in respect of facilities granted or to be granted to its Clients (including the Client). (i) authorises and directs In consideration of Venture entering into the Guarantee Bank to pay any demand made by Agreement 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 Client undertakes:- (a) that to pay Venture upon demand any sum which may actually or contingently be payable by Venture to its bankers under 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 Indemnity; and (b) whether to indemnify Venture and keep Venture indemnified and hold Venture harmless against all losses which may be incurred, suffered, claimed and/or made against Venture under the Beneficiary is actually entitled Indemnity. (2) The Client irrevocably authorises Venture to make a claim against a Borrower debit to any account in the Client's name in Venture's records the whole or any other member of the Grouppart of:- (i) any sum demanded by Venture pursuant to clause 1 (i) (a) above; (ii) undertakes to reimburse any losses and any sums that may prospectively or contingently become due under this Indemnity (3) Venture may also set off all and any Losses or sums demanded or due from the Client against any amount that Venture may at any time owe to the Guarantee Bank Client. Where the amount of any Losses or other amount due from the Client cannot be immediately ascertained then Venture may make a reasonable estimate of them for the purpose of making such debit or set off. (4) The Client agrees that any request or demand, made upon Venture appearing or purporting to be made by or on behalf of its bankers, for payment of any sum under the Indemnity shall be sufficient authority for Venture to make any such payment. Venture need not enquire whether any such amount shall in fact be due or whether the demand any or request has been properly made. (5) Venture may at all times set off and all sums which the Guarantee Bank may pay retain against monies due to the Beneficiary Client under the Letter of Credit, in the currency paid Agreement such sums as may actually or contingently be due 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 Venture 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 substitutedbankers.

Appears in 2 contracts

Samples: Agreement for the Purchase of Debts (Inyx Inc), Agreement for the Purchase of Debts (Microtel International Inc)

COUNTER INDEMNITY. Each Borrower hereby irrevocably 7.1 Indemnity from the Company (a) The Company agrees to pay to the Agent for the account of each Bank on demand from the Agent an amount equal to and unconditionallyin the same currency as each amount demanded in accordance with paragraph (b) below of, or paid out by, the Bank under Clause 6.3 (Payment by the Banks) in respect of the Guarantee and undertakes to indemnify and hold harmless each Finance Party from and against all liabilities, costs, losses, damages and expenses (other than those of the type dealt with by Clauses 13.1 (Gross- up) and 15.1 (Increased costs)) which any Finance Party may incur or sustain by reason of or arising in any way whatsoever in connection with or by reference to the issue of the Guarantee or its performance of the obligations expressed to be assumed by it under the Guarantee save to the extent that any such liability, cost, loss, damage or expense: (i) is caused by the wilful misconduct, default or gross negligence of the Finance Party concerned; or (ii) represents a day to day cost of the Finance Party incurred by it in the ordinary course of its business in connection with or by reference to the issue of the Guarantee or the performance of the obligations expressed to be assumed by it under or related to the Guarantee. (b) The Company and each Bank unconditionally and irrevocably: (i) authorises and directs the Guarantee Issuing Bank to pay any prima facie valid demand made by the Beneficiary under or by reference to the Letter of Credit on first request or demand being made and in accordance with the terms thereof Guarantee issued for its account without requiring proof of the agreement of the Borrowers Company or any Bank that the amounts so demanded or paid are or were due and notwithstanding (a) that the Borrowers Company may dispute the validity of any such request, demand or payments, or make any set-off, counter-payment; (ii) confirm that the Issuing Bank deals in documents only and shall not be concerned with the legality of the 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 underlying transaction or any set off, counterclaim or defence as between the Company and any Beneficiary 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 CreditGuarantee; 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.

Appears in 2 contracts

Samples: Credit Facility Agreement (Entergy London Capital Lp), Credit Facility Agreement (System Energy Resources Inc)

COUNTER INDEMNITY. 5.6.1 Each Borrower hereby irrevocably and unconditionallyirrevocably: (ia) authorises and directs the Guarantee Working Capital Bank to pay any demand that appears on its face to be validly made by the Beneficiary under or by reference to the Letter of Credit on first request or demand being made and in accordance with the terms thereof of each Bank Guarantee without requiring proof of the agreement of the Borrowers relevant Borrower or any other person that the amounts so demanded or paid are or were due and notwithstanding (a) that the Borrowers relevant Borrower may dispute the validity of any such request, demand or payments, payment; (b) confirms that the Working Capital Bank deals in documents only and shall not be concerned with the legality of the claim or make any other underlying transaction or any set-off, counter-claim counterclaim or defence against as between the relevant Borrower and the beneficiary of the Bank Guarantee unless expressly required to be so by the terms of the relevant Bank Guarantee; and (c) agrees that the Working Capital Bank need not have regard to: (i) the sufficiency, accuracy or genuineness of any 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;certificate or statement in connection therewith; or (ii) undertakes any Incapacity of or limitation upon the powers of any person signing or issuing such demand, certificate or statement which appears on its face to be in order; and agrees that the Working Capital Bank shall not be obliged to enquire as to any such matters and may assume that any such demand, certificate or statement which appears on its face to be in order is correct and properly made. 5.6.2 Each relevant Borrower agrees to reimburse to the Guarantee Working Capital Bank forthwith on demand any and all sums which the Guarantee Bank may pay to the Beneficiary under the Letter of Credit, in the currency moneys whatsoever paid by the Guarantee Bank, Working Capital Bank in accordance with clause 5. 6.1 together with interest from (and including) the time of such payment by the Working Capital Bank to (but excluding) the date of reimbursement at the rate determined specified in accordance with Clause 11.3 (Default interest) for overdue clause 6.3. 5.6.3 In addition to each Borrower's obligations pursuant to clause 5.6.2 and only to the extent not included in amounts from the date such payment is made by the Guarantee Bank until payment in full of such reimbursement; (iii) undertakes to due under clause 5.6.2, each Borrower will indemnify and keep the Guarantee Working Capital Bank indemnified from and against any and all liabilities, losses, damages, claims, demandscosts, expenses (including, without limitation, legal fees demands and VAT) or actions which the Guarantee Working Capital Bank may suffer or incur in directly or indirectly from any way whatsoever under third parties by reason of or in connection with or arising out as a result of the Letter issue, amendment or extension of Credit; and (iv) agrees that each Bank Guarantee issued at its request or its performance of the obligations of the Borrowers expressed to be assumed by it 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 relation 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 issue of such 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 substitutedGuarantees.

Appears in 2 contracts

Samples: Loan Agreement (Global Telesystems Inc), Loan Agreement (Global Telesystems Europe B V)

COUNTER INDEMNITY. Each Borrower hereby irrevocably The Company, in respect of each Letter of Credit issued or deemed issued under this Agreement on its behalf, unconditionally and unconditionallyirrevocably: (i) 5.6.1 authorises and directs the Guarantee Bank to pay any demand which appears on its face to be in order made by the Beneficiary under or by reference pursuant to the and in accordance with any such Letter of Credit on first request or demand being made and to pay all amounts which the Bank is requested or demanded to pay pursuant to and in accordance with the terms thereof any such Letter of Credit without requiring proof of the agreement of the Borrowers Company that the amounts so demanded or paid are or were due and notwithstanding (a) that the Borrowers Company 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 Grouppayment; (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) 5.6.2 undertakes to keep the Guarantee Bank indemnified immediately on demand against any and all costs, liabilities, losses, damages, claims, demands, expenses (including, without limitation, including legal fees and VATexpenses) or actions which the Guarantee Bank may suffer or incur in any way whatsoever or which may be made against the Bank under or in connection with any demand made pursuant to and in accordance with or arising out any dispute relating to such Letter of Credit (otherwise than by reason of the Bank’s gross negligence or wilful misconduct); 5.6.3 authorises the Bank to exercise the rights and powers conferred on it by any such Letter of CreditCredit and confirms that the Bank shall be entitled to pay any demand which appears on its face to be in order and agrees that in respect of any such Letter of Credit the Bank deals in documents only and that the Bank shall not be concerned with the legality of the claim or any underlying transaction or any set-off, counterclaim or defence as between the Company and any other person. This Clause shall apply in respect of amounts so paid without regard to any other condition, the sufficiency, accuracy or genuineness of any such request or demand or any certificate or statement in connection therewith or any incapacity of or limitation upon the powers of any person signing, or issuing such request, demand or certificate. The Bank shall not be obliged to enquire as to any such matters and may assume that any such request, demand, certificate or statement is correct and properly made. If the Bank pays any demand which is not legally payable such amount shall nevertheless be regarded as having been properly paid for the purposes of this Agreement; and (iv) 5.6.4 agrees that the obligations of the Borrowers Company under this Agreement Clause 5 (Utilisation) shall not be affected by any act, omission, matter or thing which, which but for this provision, provision might operate to release release, prejudice or otherwise exonerate the Borrowers Company from its obligations hereunder under this Agreement in whole or in part, including, including without limitation and whether or not known to the Borrowers or any other personCompany: (aA) any time or waiver granted to or composition with the Beneficiary Bank, the beneficiary of any such Letter of Credit or any other person; or; (bB) the release of the Company or any other person under the terms of any composition or arrangement with any creditor or the Parent and any of its Subsidiaries; (C) any taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect perfect, take-up or enforce enforce, any rights, remedies or security securities available to the Guarantee Bank or the Beneficiary or any other person; orperson or arising under any such Letter of Credit; (cD) any variation of the terms or extension of or substitution of the increase in liabilities under any such Letter of Credit made with the prior written consent of the Company, so that references in this Agreement to the same shall include each such variation, extension and variation; (E) any invalidity or irregularity in respect of any of the obligations of the Company under this Clause 5 (Utilisation); (F) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any beneficiary under a Letter of Credit shall include references to the or any other person; (G) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit as so varied or substitutedany other document or security; or (H) any insolvency or similar proceedings.

Appears in 1 contract

Samples: Letter of Credit Facility Agreement (Endeavour International Corp)

COUNTER INDEMNITY. Each Borrower hereby irrevocably and unconditionally:(1) Venture will from time to time grant an indemnity (the “Indemnity”) to its bankers in respect of facilities granted or to be granted to its Clients (including the Client). (i) authorises and directs In consideration of Venture entering into the Guarantee Bank to pay any demand made by Agreement 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 Client undertakes:- (a) that to pay Venture upon demand any sum which may actually or contingently be payable by Venture to its bankers under 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 Indemnity; and (b) whether to indemnify Venture and keep Venture indemnified and hold Venture harmless against all losses which may be incurred, suffered, claimed and/or made against Venture under the Beneficiary is actually entitled Indemnity. (2) The Client irrevocably authorises Venture to make a claim against a Borrower debit to any account in the Client’s name in Venture’s records the whole or any other member of the Grouppart of:- (i) any sum demanded by Venture pursuant to clause 1 (i) (a) above; (ii) undertakes to reimburse any losses and any sums that may prospectively or contingently become due under this Indemnity (3) Venture may also set off all and any Losses or sums demanded or due from the Client against any amount that Venture may at any time owe to the Guarantee Bank Client. Where the amount of any Losses or other amount due from the Client cannot be immediately ascertained then Venture may make a reasonable estimate of them for the purpose of making such debit or set off. (4) The Client agrees that any request or demand, made upon Venture appearing or purporting to be made by or on behalf of its bankers, for payment of any sum under the Indemnity shall be sufficient authority for Venture to make any such payment. Venture need not enquire whether any such amount shall in fact be due or whether the demand any or request has been properly made. (5) Venture may at all times set off and all sums which the Guarantee Bank may pay retain against monies due to the Beneficiary Client under the Letter of Credit, in the currency paid Agreement such sums as may actually or contingently be due 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 Venture 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.bankers,

Appears in 1 contract

Samples: Agreement for the Purchase of Debts (Oilgear Co)