Currency Indemnity. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or order.
Appears in 9 contracts
Samples: Credit Suisse Group Funding (Guernsey) LTD, Credit Suisse Group Funding (Guernsey) LTD, Credit Suisse Group Funding (Guernsey) LTD
Currency Indemnity. The sole currency of account and payment for all sums payable by the Issuer and the Guarantors under or in connection with the Notes and Note Guarantees thereof is U.S. dollars, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (U.S. dollars, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding- up or dissolution of the Company or the Issuer, any Guarantor or otherwise) otherwise by any Holder or by the Trustee or any Holder Trustee, in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, shall a Guarantor will only constitute a discharge to the Company Issuer or the such Guarantor, as applicable, to the extent of the Required Currency amount that U.S. dollar, as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that U.S. dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. dollar amount expressed to be due to the recipient or the Trustee under any SecurityNote, the Company or Issuer and the Guarantor, as applicable, shall Guarantors will indemnify it them against any resulting loss sustained by such recipient or the recipientTrustee as a result. In any event, the Company, failing whom, Issuer and the Guarantor, shall Guarantors will indemnify the recipient or the Trustee on a joint or several basis against the cost of making any such purchase. For the purposes of this Section 11.19currency indemnity provision, it shall will be sufficient prima facie evidence of the matter stated therein for the Holder of a Note or the Trustee or to certify in a Holder manner reasonably satisfactory to demonstrate that the Issuer (indicating the sources of information used) the loss it would have suffered a loss had an actual purchase been madeIncurred in making any such purchase. These indemnities constitute a separate and independent obligation from the CompanyIssuer’s and the Guarantor’s Guarantors’ other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver granted by any Holder of a Note or the Trustee (other than a waiver of the indemnities set out herein) and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note, any Note Guarantee or any other judgment or orderto the Trustee.
Appears in 8 contracts
Samples: Altice USA, Inc., Altice USA, Inc., Supplemental Indenture (Altice USA, Inc.)
Currency Indemnity. The sole currency of account and payment for all sums payable by the Issuer and the Guarantors under or in connection with the Notes and the Note Guarantees thereof is dollars, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (dollars, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Issuer, any Guarantor or otherwise) otherwise by any Holder or by the Trustee or any Holder Trustee, in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, shall a Guarantor will only constitute a discharge to the Company Issuer or the such Guarantor, as applicable, to the extent of the Required Currency amount that dollars amount, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency dollar amount expressed to be due to the recipient or the Trustee under any SecurityNote, the Company or Issuer and the Guarantor, as applicable, shall Guarantors will indemnify it them against any resulting loss sustained by such recipient or the recipientTrustee as a result. In any event, the Company, failing whom, Issuer and the Guarantor, shall Guarantors will indemnify the recipient or the Trustee on a joint or several basis against the cost of making any such purchase. For the purposes of this Section 11.19currency indemnity provision, it shall will be sufficient prima facie evidence of the matter stated therein for the Holder or the Trustee or to certify in a Holder manner reasonably satisfactory to demonstrate that the Issuer (indicating the sources of information used) the loss it would have suffered a loss had an actual purchase been madeIncurred in making any such purchase. These indemnities constitute a separate and independent obligation from the CompanyIssuer’s and the Guarantor’s Guarantors’ other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver granted by any Holder or the Trustee (other than a waiver of the indemnities set out herein) and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note, any Note Guarantee or any other judgment or orderto the Trustee.
Appears in 6 contracts
Samples: Supplemental Indenture (Altice USA, Inc.), Supplemental Indenture (Altice USA, Inc.), Supplemental Indenture (Altice USA, Inc.)
Currency Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) U.S. dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency dollar amount expressed to be due to the recipient under any SecurityNote, the Company or the Guarantor, as applicable, shall indemnify it the recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Company shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1913.09, it shall will be sufficient for the Trustee or a Holder to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. dollars been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 5 contracts
Samples: Indenture (Kansas City Southern), Kansas City Southern, Kansas City Southern De Mexico, S.A. De C.V.
Currency Indemnity. The currency in which the Covered Bonds are denominated or, if different, payable, as specified in the Final Terms or Pricing Supplement (the “Contractual Currency”), is the sole currency of account and payment for all sums payable by the Issuer in respect of the Covered Bonds, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) Contractual Currency (whether as a result of, or of the enforcement of, a judgment judgement or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor jurisdiction or otherwise) by the Trustee or any Holder of a Covered Bond or Coupon in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount in the Contractual Currency amount that the recipient which such Holder is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date day on which it is practicable to do so). If the Required Currency that amount received or recovered by the Trustee or a Holder is less than the Required amount in the Contractual Currency amount expressed to be due to any Holder of a Covered Bond or Coupon in respect of such Covered Bond or Coupon the recipient under any Security, the Company or the Guarantor, as applicable, Issuer shall indemnify it such Holder against any resulting loss sustained by the recipientsuch Holder as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient each such Holder against the any cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been madewhich is reasonably incurred. These indemnities constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Covered Bond or Coupon and shall continue in full force and effect despite any other judgmentjudgement, order, claim or proof for a liquidated amount in respect of any sum due under any Security in respect of the Covered Bonds or any other judgment judgement or order. Any such loss shall be deemed to constitute a loss suffered by the relevant Holder of a Covered Bond or Coupon and no proof or evidence of any actual loss will be required by the Issuer.
Appears in 5 contracts
Samples: Agency Agreement, Second Amending Agreement, Agency Agreement
Currency Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable by the Company and the Guarantors under or in connection with the Notes, including damages. Any amount account received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvencyliquidation, administration, dissolution or other winding-up or dissolution of the affairs of the Company or the Guarantor Guarantors or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Guarantors shall only constitute a discharge to the Company or and the Guarantor, as applicable, Guarantors to the extent of the Required Currency dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency dollar amount expressed to be due to the recipient under any SecurityNote, the Company or and the Guarantor, as applicable, Guarantors shall indemnify it against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company and the Guarantor, Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19paragraph, it shall will be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of dollars been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s 's and the Guarantor’s Guarantors' other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Note and shall continue constitute in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 4 contracts
Samples: Global Crossing LTD, Global Crossing LTD, Global Crossing LTD LDC
Currency Indemnity. Any U.S. dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantors under or in connection with the Notes, including damages. To the greatest extent permitted under applicable law, any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor Guarantors or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Guarantors shall only constitute a discharge to the Company or the Guarantor, as applicable, Guarantors only to the extent of the Required Currency dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency dollar amount expressed to be due to the recipient under any SecurityNote, the Company or the Guarantor, as applicable, Guarantors shall indemnify it the recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company or the Guarantor, Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1913.01, it shall will be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of dollars been mademade with the amount so received or recovered in that other currency on the date of receipt or recovery (or, if a purchase of dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and other obligations of the Guarantor’s other obligationsCompany or the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Note and shall continue constitute in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 4 contracts
Samples: Intercompany Subordination and Credit Agreement, Indenture (Maxcom Telecommunications Inc), Indenture (Maxcom Telecommunications Inc)
Currency Indemnity. The currency in which the Covered Bonds are denominated or, if different, payable, as specified in the Final Terms (the “Contractual Currency”), is the sole currency of account and payment for all sums payable by the Issuer in respect of the Covered Bonds, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor jurisdiction or otherwise) by the Trustee or any Holder of a Covered Bond in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount in the Contractual Currency amount that the recipient which such Holder is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date day on which it is practicable to do so). If the Required Currency that amount received or recovered by the Trustee or a Holder is less than the Required amount in the Contractual Currency amount expressed to be due to the recipient under any SecurityHolder of a Covered Bond in respect of such Covered Bond, the Company or the Guarantor, as applicable, Issuer shall indemnify it such Holder against any resulting loss sustained by the recipientsuch Xxxxxx as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient each such Holder against the any cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been madewhich is reasonably incurred. These indemnities constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Covered Bond and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security in respect of the Covered Bonds or any other judgment or order. Any such loss shall be deemed to constitute a loss suffered by the relevant Holder of a Covered Bond and no proof or evidence of any actual loss will be required by the Issuer.
Appears in 4 contracts
Samples: Second Amending Agreement, First Amending Agreement, Second Amending Agreement
Currency Indemnity. The Specified Currency is (save as provided in Condition 7.9) the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes and the Coupons, including damages. Any amount received or recovered in a currency other than the currency Specified Currency (save as provided in which payment of the Securities is due (the “Required Currency”Condition 7.9) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor Issuer or otherwise) by the Trustee any Noteholder or any Holder Couponholder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount of the Specified Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required that Specified Currency amount received or recovered by the Trustee or a Holder is less than the Required Specified Currency amount expressed to be due to the recipient under any SecurityNote or Coupon, the Company or the Guarantor, as applicable, Issuer shall indemnify it against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19Condition, it shall will be sufficient for the Trustee Noteholder or a Holder Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These The indemnities under this Condition 19 will (i) constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligationsobligations under these Conditions, shall (ii) give rise to a separate and independent cause of action, shall (iii) apply irrespective of any waiver indulgence granted by any Holder Noteholder or Couponholder and shall (iv) continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or Coupon or any other judgment or order.
Appears in 4 contracts
Samples: Version Fourth Supplemental Agency Agreement, Fifth Supplemental Agency Agreement, Version Third Supplemental Agency Agreement
Currency Indemnity. The U.S. dollar is the sole currency of account and payment for all cash sums payable by the Company, or any Subsidiary Guarantor, under the Indenture. Any amount received or recovered in a currency other than the currency U.S. dollar in which payment respect of the Securities is due (the “Required Currency”) Notes or any Subsidiary Guarantee (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Company, any Subsidiary Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall only any Subsidiary Guarantor will constitute a discharge to of the Company or the Guarantor, as applicable, only to the extent of the Required Currency U.S. dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency that U.S. dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. dollar amount expressed to be due to the recipient under any SecurityNote, or any Subsidiary Guarantee, the Company or the Guarantor, as applicable, shall Subsidiary Guarantors will indemnify it the recipient against any resulting loss sustained by the recipientit as a result. In any event, event the Company, failing whom, the Guarantor, shall Company will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19indemnity, it shall will be sufficient for the Trustee or a Holder to demonstrate certify and provide reasonable evidence that it would have suffered a loss had an actual purchase of U.S. dollar been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollar on such date had not been practicable, on the first date on which it would have been practicable). These indemnities constitute a separate and independent obligation from the Company’s other obligations of the Company and the Guarantor’s other obligationsSubsidiary Guarantors, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver granted by any Holder holder and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any Subsidiary Guarantee or any other judgment or order.
Appears in 3 contracts
Samples: Indenture (CME Media Enterprises B.V.), Indenture (CME Media Enterprises B.V.), Central European Media Enterprises LTD
Currency Indemnity. All sums payable by the Guarantors under this Guarantee shall be payable in the Relevant Currency. Any amount received or recovered in a currency other than the currency in which payment of Relevant Currency with respect to the Securities is due (the “Required Currency”) Guaranteed Obligations (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or Issuer, any Guarantor, any Subsidiary of the Guarantor Issuer or otherwise) by the Trustee or any Holder Beneficiary in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, any Guarantor shall only constitute a discharge to the Company or the Guarantor, as applicable, of such Guarantor only to the extent of the Required Relevant Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of receipt of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required that Relevant Currency amount received or recovered by the Trustee or a Holder is less than the Required Relevant Currency amount expressed to be due to the recipient under pursuant to any SecurityGuaranteed Obligation, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, each Guarantor shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19indemnity, it shall will be sufficient for the Trustee or a Holder relevant Beneficiary to demonstrate certify (indicating the sources of information used) that it would have suffered a loss had an the actual purchase of the Relevant Currency been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of the Relevant Currency on such date had not been possible, on the first date on which it would have been possible). These indemnities indemnities, to the extent permitted by law: (1) constitute a separate and independent obligation from the Company’s and the other obligations of each Guarantor’s other obligations, ; (2) shall give rise to a separate and independent cause of action, ; (3) shall apply irrespective of any waiver granted by any Holder Beneficiary; and (4) shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Guaranteed Obligation, or any other judgment or order.
Appears in 3 contracts
Samples: Deposit Agreement (Marconi Corp PLC), Deposit Agreement (Marconi Corp PLC), Marconi Corp PLC
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
Appears in 3 contracts
Samples: Indenture (Carnival PLC), Indenture (Norwegian Cruise Line Holdings Ltd.), Carnival PLC
Currency Indemnity. The U.S. dollar is the sole currency of account and payment for all cash sums payable by the Issuer, or any Guarantor, under this Indenture. Any amount received or recovered in a currency other than the currency U.S. dollar in which payment respect of the Securities is due (the “Required Currency”) Notes or any Guarantee (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Issuer, any Guarantor or otherwise) by the Trustee or any Holder holder in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, shall only any Guarantor will constitute a discharge to of the Company or the Guarantor, as applicable, Issuer only to the extent of the Required Currency U.S. dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency that U.S. dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. dollar amount expressed to be due to the recipient under any SecurityNote, or any Guarantee, the Company Issuer or the Guarantor, as applicable, shall Guarantors will indemnify it the recipient against any resulting loss sustained by the recipientit as a result. In any event, event the Company, failing whom, the Guarantor, shall Issuer will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1912.10, it shall will be sufficient for the Trustee or a Holder holder to demonstrate certify and provide reasonable evidence that it would have suffered a loss had an actual purchase of U.S. dollar been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollar on such date had not been practicable, on the first date on which it would have been practicable). These indemnities constitute a separate and independent obligation from the Company’s other obligations of the Issuer and the Guarantor’s other obligationsGuarantors, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver granted by any Holder holder and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any Guarantee or any other judgment or order.
Appears in 3 contracts
Samples: Indenture (Central European Media Enterprises N.V.), Indenture (CME Media Enterprises B.V.), Central European Media Enterprises LTD
Currency Indemnity. The U.S. Dollar is the sole currency (the “Required Currency”) of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Notes, this Indenture and the Guarantees, including damages. Any amount with respect to the Notes, this Indenture or the Guarantees received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company Issuer or the any Guarantor or otherwise) otherwise by any Holder or by the Trustee Trustee, Collateral Agent or any Holder Paying Agent, in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, shall any Guarantor will only constitute a discharge to the Company Issuer or the Guarantor, as applicable, such Guarantor to the extent of the Required Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the that Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient or the Trustee, Collateral Agent or Paying Agent under any Securitythe Notes, the Company Issuer and each Guarantor will indemnify such recipient and/or the Trustee, Collateral Agent or the Guarantor, as applicable, shall indemnify it Paying Agent against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, shall Issuer and each Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19currency indemnity provision, it shall will be sufficient prima facie evidence of the matter stated therein, for the Trustee Holder of a Note or the Trustee, Collateral Agent or Paying Agent to certify in a Holder manner satisfactory to demonstrate that the Issuer (indicating the sources of information used) the loss it would have suffered a loss had an actual purchase been madeincurred in making any such purchase. These indemnities constitute a separate and independent obligation from the CompanyIssuer’s and the each Guarantor’s other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver granted by any Holder of a Note or the Trustee, Collateral Agent or Paying Agent (other than a waiver of the indemnities set out herein) and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any to the Trustee or Collateral Agent. For the purposes of determining the amount in a currency other judgment or orderthan the Required Currency, such amount shall be determined using the relevant currency exchange rate then in effect.
Appears in 3 contracts
Samples: Indenture (Cooper-Standard Holdings Inc.), Supplemental Indenture (Cooper-Standard Holdings Inc.), Indenture (Cooper-Standard Holdings Inc.)
Currency Indemnity. Dollars are the sole currency (the “Required Currency”) of account and payment for all sums payable by the Issuers or any Guarantor under or in connection with the Notes, this Indenture and the Guarantees, including damages. Any amount with respect to the Notes, this Indenture the Guarantees or the other Notes Documents received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company Issuers or the any Guarantor or otherwise) otherwise by any Holder or by the Trustee or any Holder Paying Agent or Notes Collateral Agent, in respect of any sum expressed to be due to it from the Company Issuers or the Guarantor, as applicable, shall any Guarantor will only constitute a discharge to the Company Issuers or the Guarantor, as applicable, any Guarantor to the extent of the Required Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient or the Trustee or Paying Agent or Notes Collateral Agent under any Securitythe Notes, the Company Issuers and each Guarantor will indemnify such recipient and/or the Trustee or the Guarantor, as applicable, shall indemnify it Paying Agent or Notes Collateral Agent against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, shall Issuers and each Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19currency indemnity provision, it shall will be sufficient prima facie evidence of the matter stated therein, for the Holder of a Note or the Trustee or Paying Agent or Notes Collateral Agent to certify in a Holder manner satisfactory to demonstrate that the Issuers (indicating the sources of information used) the loss it would have suffered a loss had an actual purchase been madeincurred in making any such purchase. These indemnities constitute a separate and independent obligation from the Company’s Issuers’ and the each Guarantor’s other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver granted by any Holder of a Note or the Trustee or Paying Agent or Notes Collateral Agent (other than a waiver of the indemnities set out herein) and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any to the Trustee or Notes Collateral Agent. For the purposes of determining the amount in a currency other judgment or orderthan the Required Currency, such amount shall be determined using the Exchange Rate then in effect.
Appears in 3 contracts
Samples: Indenture (Viasat Inc), Intercreditor Agreement, Intercreditor Agreement
Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Issuer or the Guarantors under or in connection with the Notes and the Note Guaranty, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor Issuer or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, Guarantors shall only constitute a discharge to the Company Issuer or the GuarantorGuarantors, as applicablethe case may be, to the extent of the Required Currency U.S. Dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that U.S. Dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Dollar amount expressed to be due to the recipient under any SecurityNote, the Company or Issuer and the Guarantor, as applicable, Guarantors shall indemnify it such Holder against any resulting loss sustained by it as a result, and if the recipientamount of U.S. Dollars so purchased is greater than the sum originally due to such Holder, such Holder shall, by accepting a Note, be deemed to have agreed to repay such excess. In any event, the Company, failing whom, Issuer and the Guarantor, Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1911.07, it shall be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s other obligations of the Issuer and the Guarantor’s other obligationsGuarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Note and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 3 contracts
Samples: Azul Sa, Azul Sa, Indenture (Azul Sa)
Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantors under or in connection with the Notes and the Note Guarantees, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, any Guarantor shall only constitute a discharge to the Company or the GuarantorGuarantors, as applicablethe case may be, to the extent of the Required Currency U.S. Dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that U.S. Dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Dollar amount expressed to be due to the recipient under any SecurityNote, the Company or and the Guarantor, as applicable, Guarantors shall indemnify it such Holder against any resulting loss sustained by it as a result, and if the recipientamount of U.S. Dollars so purchased is greater than the sum originally due to such Holder, such Holder shall, by accepting a Note, be deemed to have agreed to repay such excess. In any event, the Company, failing whom, Company and the Guarantor, Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1911.06, it shall be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s other obligations of the Company and the Guarantor’s other obligationsGuarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Note and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 3 contracts
Samples: Indenture (Gol Intelligent Airlines Inc.), Indenture (Tam S.A.), Indenture (Gol Finance LLP)
Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantor under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Guarantor, the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Guarantor shall only constitute a discharge to of the Company or the Guarantor, as applicablethe case may be, to the extent of the Required Currency U.S. Dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that U.S. Dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Dollar amount expressed to be due to the recipient under any SecurityNotes, the Company or the Guarantor, as applicablethe case may be, shall indemnify it such Holder against any resulting loss sustained by it as a result; and if the recipientamount of U.S. Dollars so purchased is greater than the sum originally due to such Holder, such Holder shall, by accepting the Notes, be deemed to have agreed to repay such excess. In any event, the Company, failing whom, Company or the Guarantor, as the case may be, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.191.19, it shall be sufficient for the Trustee or a Holder to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s other obligations of the Company and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNotes.”
Appears in 3 contracts
Samples: Indenture (Fibria Celulose S.A.), Fibria Celulose S.A., Fibria Celulose S.A.
Currency Indemnity. All amounts payable under this Agreement are payable in US Dollars, Euros or Pesos (a "RELEVANT CURRENCY"), as the case may be. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder Lender in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, in a Relevant Currency in a currency other than such Relevant Currency shall only constitute a discharge to of the Company or the Guarantor, as applicable, to the extent of the Required amount of such Relevant Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required that amount of such Relevant Currency amount received or recovered by the Trustee or a Holder is less than the Required amount of such Relevant Currency amount expressed to be due to the recipient under any SecurityFloating Rate Note or Subsidiary Guarantee, the Company or the Guarantor, as applicable, shall indemnify it such recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Company shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19Section, it shall will be sufficient for the Trustee or Lender to certify in a Holder to demonstrate reasonably satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of such Relevant Currency been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of such Relevant Currency on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s 's other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder a Lender and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Floating Note or Subsidiary Guarantee or any other judgment or order.
Appears in 2 contracts
Samples: Loan Agreement (Leitesol Industry & Commerce Inc.), Loan Agreement (Mastellone Brothers Inc)
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or the Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency which may be purchased in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantor shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
Appears in 2 contracts
Samples: Indenture (Royal Caribbean Cruises LTD), Indenture (Royal Caribbean Cruises LTD)
Currency Indemnity. Sterling is the sole currency of account and payment for all sums payable by the Issuers and the Guarantors under or in connection with the Sterling Notes and the Guarantees thereof, including damages. Any amount received or recovered in a currency other than sterling for the currency in which payment of the Securities is due (the “Required Currency”) (Sterling Notes, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of any of the Company or the Issuers, any Guarantor or otherwise) , by any Holder or by the Trustee or any Holder Trustee, as the case may be, in respect of any sum expressed to be due to it from any of the Company Issuers or the Guarantor, as applicable, shall Guarantors will only constitute a discharge to the Company Issuers or the GuarantorGuarantors, as applicable, to the extent of the Required Currency sterling amount that which the recipient is able to could purchase in the London foreign exchange markets with the amount so received or recovered in that other currency on in accordance with normal banking procedures at the date rate of that receipt or recovery (or, if it is not practicable to make that purchase on that date, exchange prevailing on the first date on which it is practicable to do so)Business Day following receipt or recovery. If the Required Currency that sterling amount received or recovered by the Trustee or a Holder is less than the Required Currency sterling amount expressed to be due to the recipient under any SecuritySterling Note, any Guarantee or to the Trustee, the Company or Issuers and the Guarantor, as applicable, shall Guarantors will indemnify it them on a joint and several basis against any resulting loss sustained by the recipientsuch recipient as a result. In any event, the Company, failing whom, Issuers and the Guarantor, shall Guarantors will indemnify the recipient on a joint and several basis against the cost of making any such purchase. For the purposes of this Section 11.1911.09, it shall will be sufficient for the Holder of the applicable series of Notes or the Trustee or to certify in a Holder to demonstrate satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of sterling been mademade with the amount so received in that other currency on the first Business Day following receipt or recovery (or, if a purchase of sterling on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned in this Section 11.09). These indemnities constitute a separate and independent obligation from the Company’s Issuers’ and the Guarantor’s Guarantors’ other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver indulgence granted by any Holder or the Trustee and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note, any Guarantee or any other judgment or orderto the Trustee.
Appears in 2 contracts
Samples: Supplemental Indenture (Vantiv, Inc.), info.vantiv.com
Currency Indemnity. Any payment on account of an amount received that is payable in U.S. dollars (the "Required Currency"), which is made to or recovered for the account of any Holder of Notes or the Trustee in lawful currency of any other jurisdiction (the "Judgment Currency"), whether as a currency other result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or a Guarantor, shall constitute a discharge of the Issuer's or such Guarantor's obligation under this Indenture and the Notes or the Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such Holder or the Trustee or its designee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first (1st) Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the currency in which payment amount of the Securities is Required Currency originally due (to such Holder or the “Required Currency”) (whether Trustee, as the case may be, then the Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture, the Guarantor’s other obligationsNotes or the Guarantee, as the case may be, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated sum with respect to an amount in respect of any sum due hereunder or under any Security or any other judgment or order.
Appears in 2 contracts
Samples: International Game Technology PLC, International Game Technology PLC
Currency Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantors under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor Guarantors or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Guarantors shall only constitute a discharge to the Company or the Guarantor, as applicable, Guarantors only to the extent of the Required Currency dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency dollar amount expressed to be due to the recipient under any SecurityNote, the Company or the Guarantor, as applicable, Guarantors shall indemnify it the recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company or the Guarantor, Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1911.01 , it shall will be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of dollars been mademade with the amount so received or recovered in that other currency on the date of receipt or recovery (or, if a purchase of dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and other obligations of the Guarantor’s other obligationsCompany or the Guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Note and shall continue constitute in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 2 contracts
Samples: Indenture (Vitro Sa De Cv), Vitro Sa De Cv
Currency Indemnity. The euro is the sole currency of account and payment for all sums payable by the Issuer and the Guarantors under or in connection with the Notes and the Guarantees, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (euro whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Issuer, any Guarantor or otherwise) otherwise by any Holder or by the Trustee or any Holder Trustee, as the case may be, in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, shall a Guarantor will only constitute a discharge to the Company Issuer or the Guarantor, as applicable, to the extent of the Required Currency euro amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that euro amount received or recovered by the Trustee or a Holder is less than the Required Currency euro amount expressed to be due to the recipient under any SecurityNote, any Guarantee or to the Trustee, the Company or Issuer and the Guarantor, as applicable, shall Guarantors will indemnify it them on a joint and several basis against any resulting loss sustained by the recipientsuch recipient as a result. In any event, the Company, failing whom, Issuer and the Guarantor, shall Guarantors will indemnify the recipient on a joint and several basis against the cost of making any such purchase. For the purposes of this Section 11.1911.11, it shall will be sufficient for the Holder of a Note or the Trustee or to certify in a Holder to demonstrate satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of euro been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the CompanyIssuer’s and the Guarantor’s Guarantors’ other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver indulgence granted by any Holder of a Note or the Trustee and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note, any Guarantee or any other judgment or orderto the Trustee.
Appears in 2 contracts
Samples: Indenture (Smurfit WestRock PLC), Supplemental Indenture (Smurfit WestRock PLC)
Currency Indemnity. Any amount received The U.S. dollar shall be the sole currency of account and payment for all sums payable by the Issuers or recovered any Guarantor under or in a currency other than the currency in which payment of connection with the Securities and the Guarantees, including damages. If, for the purposes of obtaining judgment in any court in any jurisdiction in connection with the Securities, it becomes necessary to convert into a particular currency the amount due under or in connection with the Securities, then conversion shall be made at the rate of exchange prevailing on the day the decision became enforceable (or if such day is due (not a Business Day, the “Required Currency”next preceding Business Day) (whether as a result of, or of at the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee place where it was rendered. The Issuer’s or any Holder Guarantor’s obligations under or in respect of any sum expressed to connection with the Securities shall be due to it from the Company or the Guarantor, as applicable, shall discharged only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient relevant Holder is able to purchase in the London foreign exchange markets in accordance with the amount so received or recovered in that other currency normal banking procedures, on the date of that the relevant receipt or recovery by it (or, if it is not practicable to make that such purchase on that such date, on the first date on which it is practicable to do so), U.S. dollars in the amount originally due to it (whether pursuant to any judgment or otherwise) with any other currency paid to that Holder. If the Required Currency Holder cannot purchase U.S. dollars in the amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed originally to be due to the recipient under any Securitypaid, the Company Issuer or the Guarantor, as applicable, such Guarantor shall indemnify it against the Holder for any resulting loss or damage sustained by it and pay the recipientdifference. In any eventIf the amount of U.S. dollars purchased exceeds the amount originally to be paid to such Holder, the Company, failing whom, Holder shall reimburse the excess to the Issuer or such Guarantor, . The Holder shall indemnify not be obligated to make this reimbursement if the recipient against Issuer or such Guarantor is in default of its obligations under the cost Securities. The indemnity undertaken by the Issuer and each Guarantor in favor of making any such purchase. For the purposes of Holders as described in this Section 11.19, it paragraph shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had constitute an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and the Guarantor’s other obligationsobligations contained in this Indenture, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by the Holder of any Holder note or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due under or in connection with the Securities or under any Security or any other judgment or order.
Appears in 2 contracts
Samples: Indenture (Perrigo Finance PLC), Perrigo Finance PLC
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due euros (the “Required Currency”), which is made to or for the account of any holder of Notes or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or a Guarantor, shall constitute a discharge of the Issuer’s or such Guarantor’s obligation under this Indenture and the Notes or the Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee or its designee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first (1st) (whether Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, then the Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture, the Guarantor’s other obligationsNotes or the Guarantee, as the case may be, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated sum with respect to an amount in respect of any sum due hereunder or under any Security or any other judgment or order.
Appears in 2 contracts
Samples: International Game Technology PLC, International Game Technology PLC
Currency Indemnity. Any amount received If a judgment or recovered in order is rendered by a currency other than court of any particular jurisdiction for the currency in which payment of any amounts owing to the Securities is due (the “Required Currency”) (whether as a result ofTrustee, any Agent or any of the enforcement of, Holders under this Indenture or the Bonds or under a judgment or order of a court of any jurisdictionother jurisdiction in respect thereof or for the payment of damages in respect of either thereof and any such judgment or order is expressed in a currency (the “Judgment Currency”) other than the currency in which such amounts or damages would otherwise have been payable by the Company to the Trustee, any Agent or any of the Holders (the “Agreement Currency”) and the Trustee , any Agent or the Holders do not have an option to have such judgment or order of such court expressed in the insolvencyAgreement Currency, administration, winding-up or dissolution of the Company shall be liable, as a separate obligation and notwithstanding such judgment, to indemnify and hold the Trustee, any Agent and the Holders harmless against any deficiency arising or resulting from any variation in rates of exchange between the Guarantor Judgment Currency and the Agreement Currency occurring between (i) the date on which any amount expressed in the Agreement Currency is converted, for the purposes of making or otherwisefiling any claim resulting in any such judgment or order, into an equivalent amount in the Judgment Currency or, if such conversion is made by the court for the purpose of making such judgment, the date of such conversion, and (ii) by the date or dates of payment of such amount (or part thereof) or of discharge of such first-mentioned judgment or order (or part thereof), as appropriate. This Section 11.11 shall survive the termination of this Indenture, the removal or resignation of the Trustee or any Holder in respect of any sum expressed to be due to it from Agent and the Company or the Guarantor, as applicable, shall only constitute a satisfaction and discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderIndenture.
Appears in 2 contracts
Currency Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantor under or in connection with the Securities or the Security Guarantee, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) U.S. dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder of a Security in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Guarantor shall only constitute a discharge to the Company or the Guarantor, as applicable, Guarantor to the extent of the Required Currency U.S. dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that U.S. dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. dollar amount expressed to be due to the recipient under any SecuritySecurity or the Security Guarantee, the Company or and the Guarantor, as applicable, Guarantor shall indemnify it the recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company and the Guarantor, Guarantor shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19paragraph, it shall will be sufficient for the Trustee or Holder of a Holder Security to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. dollars been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Security and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or order.Security. 84
Appears in 2 contracts
Samples: Impsat Fiber Networks Inc, Impsat Fiber Networks Inc
Currency Indemnity. (a) U.S. Legal Tender is the sole currency of account and payment for all sums payable by the Company or any Subsidiary Guarantor under or in connection with the Notes or this Indenture, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) U.S. Legal Tender (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor Company, any Subsidiary or otherwise) by the Trustee or any Holder of the Notes in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, any Subsidiary Guarantor shall only constitute a discharge to of them under the Company or the Guarantor, as applicable, Notes and this Indenture to the extent of the Required Currency U.S. Legal Tender amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that U.S. Legal Tender amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Legal Tender amount expressed to be due to the recipient under any Securitythe Notes or this Indenture, the Company or and the Guarantor, as applicable, Subsidiary Guarantors shall jointly and severally indemnify it and hold harmless the recipient against any resulting loss sustained by the recipientit in making any such purchase. In any event, the Company, failing whom, Company and the Guarantor, Subsidiary Guarantors shall jointly and severally indemnify the recipient Holder against the cost of making any such purchasepurchase of U.S. Legal Tender. For the purposes of this Section 11.1911.12, it shall will be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Legal Tender been made. These indemnities constitute made with the amount received in that other currency on the date of receipt or recovery (or, if a separate purchase of U.S. Legal Tender on such date had not been practicable, on the first date on which it would have been practicable) and independent obligation from that the Company’s and change of the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderpurchase date was needed.
Appears in 2 contracts
Samples: Indenture (Homex Development Corp.), Homex Development Corp.
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”), which is made to or for the account of any holder of Notes or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or a Guarantor, shall constitute a discharge of the Issuer’s or such Guarantor’s obligation under this Indenture and the Notes or the Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee or its designee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first (1st) (whether Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, then the Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture, the Guarantor’s other obligationsNotes or the Guarantee, as the case may be, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
Appears in 1 contract
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer’s or the Guarantors’ obligations under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.. 146
Appears in 1 contract
Currency Indemnity. The currency in which the Covered Bonds are denominated or, if different, payable, as specified in the Final Terms (the “Contractual Currency”), is the sole currency of account and payment for all sums payable by the Issuer in respect of the Covered Bonds, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor jurisdiction or otherwise) by the Trustee or any Holder of a Covered Bond in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount in the Contractual Currency amount that the recipient which such Holder is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date day on which it is practicable to do so). If the Required Currency that amount received or recovered by the Trustee or a Holder is less than the Required amount in the Contractual Currency amount expressed to be due to any Holder of a Covered Bond in respect of such Covered Bond the recipient under any Security, the Company or the Guarantor, as applicable, Issuer shall indemnify it such Holder against any resulting loss sustained by the recipientsuch Holder as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient each such Holder against the any cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been madewhich is reasonably incurred. These indemnities constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Covered Bond or Coupon and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security in respect of the Covered Bonds or any other judgment or order. Any such loss shall be deemed to constitute a loss suffered by the relevant Holder of a Covered Bond or Coupon and no proof or evidence of any actual loss will be required by the Issuer.
Appears in 1 contract
Samples: First Amending Agreement
Currency Indemnity. The U.S. dollar is the sole currency of account and payment for all sums payable by the Company, or any Subsidiary Guarantor, under the Indenture. Any amount received or recovered in a currency other than the currency U.S. dollar in which payment respect of the Securities is due (the “Required Currency”) Notes or any Subsidiary Guarantee (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Company, any Subsidiary Guarantor or otherwise) by the Trustee or any Holder holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall only any Subsidiary Guarantor will constitute a discharge to of the Company or the Guarantor, as applicable, only to the extent of the Required Currency U.S. dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency that U.S. dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. dollar amount expressed to be due to the recipient under any SecurityNote, or any Subsidiary Guarantee, the Company or the Guarantor, as applicable, shall Subsidiary Guarantors will indemnify it the recipient against any resulting loss sustained by the recipientit as a result. In any event, event the Company, failing whom, the Guarantor, shall Company will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19indemnity, it shall will be sufficient for the Trustee or a Holder to demonstrate certify that it would have suffered a loss had an actual purchase of U.S. dollar been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. dollar on such date had not been practicable, on the first date on which it would have been practicable). These indemnities constitute a separate and independent obligation from the Company’s other obligations of the Company and the Guarantor’s other obligationsSubsidiary Guarantors, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver granted by any Holder holder and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any Subsidiary Guarantee or any other judgment or order.
Appears in 1 contract
Currency Indemnity. The Euro is the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) euro (whether as a result 105 of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by any Holder of a Note or the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall will only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency euro amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that euro amount received or recovered by the Trustee or a Holder is less than the Required Currency euro amount expressed to be due to the recipient under any SecurityNote or the Trustee, the Company or the Guarantor, as applicable, shall will indemnify it them against any resulting loss sustained by the recipientthem as a result. In any event, the Company, failing whom, the Guarantor, shall Company will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1911.12, it shall will be sufficient for the Holder of a Note or the Trustee or to certify in a Holder to demonstrate satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of euro been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s 's other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver indulgence granted by any Holder of a Note or the Trustee and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any other judgment or orderthe Trustee.
Appears in 1 contract
Samples: MDCP Acquisitions I
Currency Indemnity. All sums payable by the Guarantors under this Guarantee shall be payable in the Relevant Currency. Any amount received or recovered in a currency other than the currency in which payment of Relevant Currency with respect to the Securities is due (the “Required Currency”) Guaranteed Obligations (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or Issuer, any Guarantor, any Subsidiary of the Guarantor Issuer or otherwise) by the Trustee or any Holder Beneficiary in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, any Guarantor shall only constitute a discharge to the Company or the Guarantor, as applicable, of such Guarantor only to the extent of the Required Relevant Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of receipt of that receipt or recovery (or, if it is not practicable possible C-7 to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required that Relevant Currency amount received or recovered by the Trustee or a Holder is less than the Required Relevant Currency amount expressed to be due to the recipient under pursuant to any SecurityGuaranteed Obligation, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, each Guarantor shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19indemnity, it shall will be sufficient for the Trustee or a Holder relevant Beneficiary to demonstrate certify (indicating the sources of information used) that it would have suffered a loss had an the actual purchase of the Relevant Currency been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of the Relevant Currency on such date had not been possible, on the first date on which it would have been possible). These indemnities indemnities, to the extent permitted by law: (1) constitute a separate and independent obligation from the Company’s and the other obligations of each Guarantor’s other obligations, ; (2) shall give rise to a separate and independent cause of action, ; (3) shall apply irrespective of any waiver granted by any Holder Beneficiary; and (4) shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Guaranteed Obligation, or any other judgment or order.
Appears in 1 contract
Samples: Deposit Agreement (Marconi Corp PLC)
Currency Indemnity. All sums payable by the Issuer or the Guarantors under the Junior Notes, the Guarantee of the Junior Notes and this Indenture shall be payable in the Relevant Currency. Any amount received or recovered in a currency other than the currency in which payment of Relevant Currency with respect to the Securities is due (the “Required Currency”) Junior Notes (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or Issuer, any Guarantor, any Subsidiary of the Guarantor Issuer or otherwise) ), by the Trustee or any Holder of such Junior Notes in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, any Guarantor shall only constitute a discharge to of the Company Issuer or the Guarantor, as applicable, any Guarantor only to the extent of the Required Relevant Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of receipt of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required that Relevant Currency amount received or recovered by the Trustee or a Holder is less than the Required Relevant Currency amount expressed to be due to the recipient under any SecurityJunior Note, the Company or the Issuer and each Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantorjointly and severally, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19indemnity, it shall will be sufficient for the Trustee or a Holder to demonstrate certify (indicating the sources of information used) that it would have suffered a loss had an the actual purchase of the Relevant Currency been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of the Relevant Currency on such date had not been possible, on the first date on which it would have been possible). These indemnities indemnities, to the extent permitted by law: (1) constitute a separate and independent obligation from the Company’s other obligations of the Issuer and the each Guarantor’s other obligations, ; (2) shall give rise to a separate and independent cause of action, ; (3) shall apply irrespective of any waiver granted by any Holder of Junior Notes; and (4) shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Junior Note, or any other judgment or order.
Appears in 1 contract
Samples: Deposit Agreement (Marconi Corp PLC)
Currency Indemnity. The Specified Currency in which Notes of a Tranche or Class are designated as payable is the sole currency of account and payment for all sums payable by the Issuer under or in connection with such Notes, including damages (subject to the provisions of Condition 6). Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) such Specified Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor Issuer or otherwise) by the Trustee or any Holder holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to of the Company or the Guarantor, as applicable, Issuer to the extent of the Required Specified Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable practicable, to make that purchase on that date, on the first date on which it is practicable to do so). If the Required that Specified Currency amount received or recovered by the Trustee or a Holder is less than the Required Specified Currency amount expressed to be due to the recipient under any SecurityNote, the Company or the Guarantor, as applicable, Issuer shall indemnify it such recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19paragraph, it shall will be sufficient for the Trustee or holder to certify in a Holder to demonstrate satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of the Specified Currency been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of the Specified Currency on such date had not been practicable on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s Issuer's other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any other judgment or order.
Appears in 1 contract
Samples: Grupo Financiero Galicia Sa
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than U.S. dollars (in the currency in which payment case of the Securities is due USD Notes) or Euros (in the case of the Euro Notes) (either such relevant currency, the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Currency Indemnity. Any payment on account of an amount received that is payable in sterling which is made to or recovered for the account of any Holder or the Trustee in a lawful currency of any other than the currency in which payment of the Securities is due jurisdiction (the “Required Judgment Currency”) (), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the Senior Secured Notes or Senior Secured Notes Guarantee, as the case may be, only to the extent of the amount of sterling that such Holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of sterling that could be so purchased is less than the amount of sterling originally due to such Holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsSenior Secured Notes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
Appears in 1 contract
Samples: Additional Intercreditor Agreement
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer’s or the Guarantors’ obligations under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.. 124
Appears in 1 contract
Samples: Supplemental Indenture (Norwegian Cruise Line Holdings Ltd.)
Currency Indemnity. The Company and the Subsidiary Guarantors will pay all sums payable under this Indenture, the Notes or the Note Guarantees solely in U.S. Dollars. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder U.S. Dollars in respect of any sum expressed to be due to it the Trustee or any Holder from the Company or the Guarantor, as applicable, shall Subsidiary Guarantors will only constitute a discharge to of the Company or the Guarantor, as applicable, to the extent of the Required Currency U.S. Dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that the receipt or recovery (or, if it is not practicable to make that the purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency U.S. Dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Dollar amount expressed to be due to the recipient under any SecurityNote, the Company or will indemnify the Guarantor, as applicable, shall indemnify it recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company or the Guarantor, shall Subsidiary Guarantors will indemnify the recipient against the cost of making any such purchasepurchase of U.S. Dollars. For the purposes of this Section 11.194.19, it shall will be sufficient for a Holder or the Trustee or to certify (with reasonable documentation) in a Holder to demonstrate satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Dollars been mademade with the amount received in that other currency on the date of receipt or recovery or, if it was not practicable to make the purchase on that date, on the first date on which it would have been practicable, and to certify in a satisfactory manner the need for a change of the purchase date. These indemnities (a) constitute a separate and independent obligation from the Company’s other obligations of the Company and the Guarantor’s other obligationsSubsidiary Guarantors, shall (b) will give rise to a separate and independent cause of action, shall (c) will apply irrespective of any waiver indulgence granted by any Holder Holder, and shall (d) will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 1 contract
Samples: www.theconstellation.com
Currency Indemnity. The Company and the Subsidiary Guarantor will pay all sums payable under this Indenture, the Notes or the Note Guarantee solely in U.S. Dollars. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder U.S. Dollars in respect of any sum expressed to be due to it the Trustee or any Holder from the Company or the Guarantor, as applicable, shall Subsidiary Guarantor will only constitute a discharge to of the Company or the Guarantor, as applicable, to the extent of the Required Currency U.S. Dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that the receipt or recovery (or, if it is not practicable to make that the purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency U.S. Dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Dollar amount expressed to be due to the recipient under any SecurityNote, the Company or will indemnify the Guarantor, as applicable, shall indemnify it recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company or the Guarantor, shall Subsidiary Guarantor will indemnify the recipient against the cost of making any such purchasepurchase of U.S. Dollars. For the purposes of this Section 11.194.06, it shall will be sufficient for a Holder or the Trustee or to certify (with reasonable documentation) in a Holder to demonstrate satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Dollars been mademade with the amount received in that other currency on the date of receipt or recovery or, if it was not practicable to make the purchase on that date, on the first date on which it would have been practicable, and to certify in a satisfactory manner the need for a change of the purchase date. These indemnities (a) constitute a separate and independent obligation from the Company’s other obligations of the Company and the Subsidiary Guarantor’s other obligations, shall (b) will give rise to a separate and independent cause of action, shall (c) will apply irrespective of any waiver indulgence granted by any Holder Holder, and shall (d) will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 1 contract
Samples: Notes Intercreditor Agreement
Currency Indemnity. Euro is the sole currency of account ------------------ and payment for all sums payable by the Company under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) Euro (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by any Holder of a Note, the Trustee or any Holder the Agents in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency Euro amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that Euro amount received or recovered by the Trustee or a Holder is less than the Required Currency Euro amount expressed to be due to the recipient, the Company shall indemnify it against any loss sustained by it as a result. If the Euro amount is greater than the Euro amount expressed to be due to the recipient under any Securitythis Agreement, the Company or shall be entitled to the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipientamount of such excess. In any event, the Company, failing whom, the Guarantor, Company shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19subsection, it shall will be sufficient for the Trustee or any Holder of a Holder Note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of Euro been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s 's other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by the Trustee or any Holder of a Note and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 1 contract
Currency Indemnity. Subject to Paragraph 2 of the Security, the Euro is the sole currency of account and payment for all sums payable by the Issuer or any Guarantor under or in connection with the Securities, including damages. Any amount with respect to the Securities or the Guarantees thereof received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (Euro, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company Issuer or the any Guarantor or otherwise) otherwise by any Holder or by the Trustee or any Holder Trustee, in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, shall any Guarantor will only constitute a discharge to the Company Issuer or the Guarantor, as applicable, any Guarantor to the extent of the Required Currency Euro amount that the recipient is able to purchase with the amount so received or recovered in that such other currency on the date of that such receipt or recovery (or, if it is not practicable to make that such purchase on that such date, on the first date on which it is practicable to do so). If the Required Currency that Euro amount received or recovered by the Trustee or a Holder is less than the Required Currency Euro amount expressed to be due to the recipient or the Trustee under any Securitythe Securities, the Company or Issuer and each Guarantor will indemnify such recipient and/or the Guarantor, as applicable, shall indemnify it Trustee against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, shall Issuer and each Guarantor will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1911.12, it shall be sufficient prima facie evidence of the matter stated therein, for the Holder of a Security or the Trustee or to certify in a Holder manner satisfactory to demonstrate that the Issuer (indicating the sources of information used) the loss it would have suffered a loss had an actual purchase been madeincurred in making any such purchase. These indemnities constitute a separate and independent obligation from the CompanyIssuer’s and the each Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder of a Security or the Trustee (other than a waiver of the indemnities set out herein) and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any to the Trustee. For the purposes of this Section 11.12, it shall be sufficient for the Trustee or the Holder, as applicable, to certify (indicating the sources of information used) that it would have suffered a loss had the actual purchase of Euro been made with the amount so received in that other judgment currency on the date of receipt or orderrecovery (or, if a purchase of Euro on such date had not been practicable due to current market conditions generally, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above).
Appears in 1 contract
Samples: Indenture (Constellium N.V.)
Currency Indemnity. The Specified Currency is (save as provided in Condition 7.9) the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes and the Coupons, including damages. Any amount received or recovered in a currency other than the currency Specified Currency (save as provided in which payment of the Securities is due (the “Required Currency”Condition 7.9) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor Issuer or otherwise) by the Trustee any Noteholder or any Holder Couponholder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount of the Specified Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required that Specified Currency amount received or recovered by the Trustee or a Holder is less than the Required Specified Currency amount expressed to be due to the recipient under any SecurityNote or Coupon, the Company or the Guarantor, as applicable, Issuer shall indemnify it against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19Condition, it shall will be sufficient for the Trustee Noteholder or a Holder Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These The indemnities under this Condition 19 will (i) constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligationsobligations under these Conditions, shall (ii) give rise to a separate and independent cause of action, shall (iii) apply irrespective of any waiver indulgence granted by any Holder Noteholder or Couponholder and shall (iv) continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or Coupon or any other judgment judgement or order.
Appears in 1 contract
Samples: Supplemental Agency Agreement
Currency Indemnity. The Specified Currency is (save as provided in Condition 7.9) the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes and the Coupons, including damages. Any amount received or recovered in a currency other than the currency Specified Currency (save as provided in which payment of the Securities is due (the “Required Currency”Condition 7.9) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor Issuer or otherwise) by the Trustee any Noteholder or any Holder Couponholder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount of the Specified Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required that Specified Currency amount received or recovered by the Trustee or a Holder is less than the Required Specified Currency amount expressed to be due to the recipient under any SecurityNote or Coupon, the Company or the Guarantor, as applicable, Issuer shall indemnify it against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19Condition, it shall will be sufficient for the Trustee Noteholder or a Holder Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder Noteholder or Couponholder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or Coupon or any other judgment judgement or order.
Appears in 1 contract
Samples: Agency Agreement
Currency Indemnity. The Euro is the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) euro (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by any Holder of a Note or the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall will only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency Euro amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that Euro amount received or recovered by the Trustee or a Holder is less than the Required Currency Euro amount expressed to be due to the recipient under any SecurityNote or the Trustee, the Company or the Guarantor, as applicable, shall will indemnify it them against any resulting loss sustained by the recipientthem as a result. In any event, the Company, failing whom, the Guarantor, shall Company will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1911.12, it shall will be sufficient for the Holder of a Note or the Trustee or to certify in a Holder to demonstrate satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of Euro been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s 's other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver indulgence granted by any Holder of a Note or the Trustee and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any other judgment or orderthe Trustee.
Appears in 1 contract
Currency Indemnity. U.S. Dollars are the sole currency of account and payment for all sums payable by the Company or the Guarantors under or in connection with the Notes and the Note Guaranties, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) U.S. Dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, any Guarantor shall only constitute a discharge to the Company or the GuarantorGuarantors, as applicablethe case may be, to the extent of the Required Currency U.S. Dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that U.S. Dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Dollar amount expressed to be due to the recipient under any SecurityNote, the Company or the Guarantor, as applicable, shall indemnify it such Holder against any resulting loss sustained by it as a result, and if the recipientamount of U.S. Dollars so purchased is greater that the sum originally due to such Holder, such Holder shall, by accepting a Note, be deemed to have agreed to repay such excess. In any event, the Company, failing whom, the Guarantor, Company shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1912.06, it shall be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of U.S. Dollars been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of U.S. Dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s other obligations of the Company and the Guarantor’s other obligationsGuarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Note and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 1 contract
Samples: Supplemental Indenture (Cosan Ltd.)
Currency Indemnity. Subject to Section 1.16, Deutsche xxxx is the sole currency of account and payment for all sums payable by the Issuer or the Guarantor under or in connection with the Securities, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) Deutsche xxxx (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company Issuer or the Guarantor or otherwise) by the Trustee or any Holder of a Security in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, Guarantor shall only constitute a discharge to the Company Issuer or the Guarantor, as applicable, to the extent of the Required Currency Deutsche xxxx amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that Deutsche xxxx amount received or recovered by the Trustee or a Holder is less than the Required Currency Deutsche xxxx amount expressed to be due to the recipient under any Security, the Company Issuer or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Issuer or Guarantor shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19Section, it shall will be sufficient for the Trustee or Holder of a Holder Security to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of Deutsche xxxx been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Deutsche xxxx on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s Issuer's and the Guarantor’s 's other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Security and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderSecurity.
Appears in 1 contract
Samples: RSL Communications LTD
Currency Indemnity. The sole currency of account and payment for all sums payable by the Issuer under the Indenture with respect to the Sterling Notes is sterling and with respect to the Dollar Notes is U.S. Dollars. Any amount received or recovered in a currency other than the currency sterling, in which payment respect of the Securities is due (Sterling Notes, or U.S. dollars, in respect of the “Required Currency”) Dollar Notes, as the case may be (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor Company, any Subsidiary or otherwise) by the Holder or the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall only Issuer will constitute a discharge to of the Company or the Guarantor, as applicable, Issuer only to the extent of the Required Currency sterling amount that or U.S. dollar amount, as the case may be, which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If that sterling amount or U.S. dollar amount, as the Required Currency amount received or recovered by the Trustee or a Holder case may be, is less than the Required Currency sterling amount or U.S. dollar amount, as the case may be, expressed to be due to the recipient under any SecurityNote, the Company or Issuer will indemnify the Guarantor, as applicable, shall indemnify it recipient against any resulting loss sustained by the recipientit as a result. In any event, event the Company, failing whom, the Guarantor, shall Issuer will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19indemnity, it shall will be sufficient for the Holder or the Trustee or a Holder to demonstrate certify that it would have suffered a loss had an actual purchase of sterling or U.S. dollar amount, as the case may be, been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of sterling or U.S. dollar amount, as the case may be, on such date had not been practicable, on the first date on which it would have been practicable). These indemnities constitute a separate and independent obligation from the Company’s and other obligations of the Guarantor’s other obligationsIssuer, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver granted by any Holder or the Trustee and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any other judgment or order.
Appears in 1 contract
Samples: Liberty Global PLC
Currency Indemnity. Any payment on account of an amount received that is payable in euros which is made to or recovered for the account of any Holder, the Trustee or the Paying Agent in a lawful currency of any other than the currency in which payment of the Securities is due jurisdiction (the “Required Judgment Currency”) (), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer, the Parent Guarantor or any Subsidiary Guarantor, if any, shall constitute a discharge of the Issuer’s, the Parent Guarantor’s or such Subsidiary Guarantor’s obligation under this Indenture and the Notes, the Guarantee, as the case may be, only to the extent of the amount of euros which such Holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of euros that could be so purchased is less than the amount of euros originally due to such Holder or the Trustee, as the case may be, the Issuer, the Parent Guarantor and the Subsidiary Guarantors, if any, shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
Appears in 1 contract
Samples: Supplemental Indenture (Esterline Technologies Corp)
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.. 128
Appears in 1 contract
Currency Indemnity. Any U.S. dollars are the sole currency of account and payment for all sums payable by the Company or the subsidiary guarantors under or in connection with the new notes, including damages. To the greatest extent permitted under applicable law, any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor subsidiary guarantors or otherwise) by the Trustee or any Holder holder of a new note in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, subsidiary guarantors shall only constitute a discharge to the Company or the Guarantor, as applicable, subsidiary guarantors only to the extent of the Required Currency dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency dollar amount expressed to be due to the recipient under any Securitynew note, the Company or the Guarantor, as applicable, subsidiary guarantors shall indemnify it the recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company or the Guarantor, subsidiary guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19paragraph, it shall be will he sufficient for the Trustee or holder of a Holder new note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of dollars been mademade with the amount so received or recovered in that other currency on the date of receipt or recovery (or, if a purchase of dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date he certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and other obligations of the Guarantor’s other obligationsCompany or the subsidiary guarantors, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder of a new note and shall continue constitute in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security new note. Additional Amounts The Company is required by Mexican law to deduct Mexican withholding taxes, at a rate expected to be 4.9% if the Company satisfies certain conditions required under Mexican law (subject to certain exceptions), from payments of interest or amounts deemed interest to investors who are not residents of Mexico for tax purposes, and the Company (or any relevant subsidiary guarantor, as applicable) will pay additional amounts on those payments (and certain other judgment payments) except as described below. All payments under or order.in respect of the new notes or any note guarantee shall be made free and clear of, and without withholding or deduction for or on account of, any present or future taxes, duties, levies, imposts, assessments or governmental charges (including penalties, interest and additions related thereto) (collectively, “Taxes”) of whatever nature imposed, levied, collected, withheld or assessed unless such withholding or deduction is required by law. In the event of any such withholding or deduction imposed or levied by a Tax Jurisdiction (as defined below) is required to be made from any payments under or with respect to the new notes or any note guarantee, the Company or the relevant subsidiary guarantor, as applicable, shall pay to holders of the new notes such additional amounts (“Additional Amounts”) as will result in the net payment to such holder (including Additional Amounts) of the amount that would otherwise have been receivable by such holder in the absence of such withholding or deduction, except that no such Additional Amounts shall be payable with respect to:
Appears in 1 contract
Samples: Recapitalization Agreement (Ventura Capital Privado, S.A. De C.V.)
Currency Indemnity. All sums payable by the Issuer or the Guarantors under the Senior Notes, the Guarantee of the Senior Notes and this Indenture shall be payable in the Relevant Currency. Any amount received or recovered in a currency other than the currency in which payment of Relevant Currency with respect to the Securities is due (the “Required Currency”) Senior Notes (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or Issuer, any Guarantor, any Subsidiary of the Guarantor Issuer or otherwise) ), by the Trustee or any Holder of such Senior Notes in respect of any sum expressed to be due to it from the Company Issuer or the Guarantor, as applicable, any Guarantor shall only constitute a discharge to of the Company Issuer or the Guarantor, as applicable, any Guarantor only to the extent of the Required Relevant Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of receipt of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required that Relevant Currency amount received or recovered by the Trustee or a Holder is less than the Required Relevant Currency amount expressed to be due to the recipient under any SecuritySenior Note, the Company or the Issuer and each Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantorjointly and severally, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19indemnity, it shall will be sufficient for the Trustee or a Holder to demonstrate certify (indicating the sources of information used) that it would have suffered a loss had an the actual purchase of the Relevant Currency been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of the Relevant Currency on such date had not been possible, on the first date on which it would have been possible). These indemnities indemnities, to the extent permitted by law: (1) constitute a separate and independent obligation from the Company’s other obligations of the Issuer and the each Guarantor’s other obligations, ; (2) shall give rise to a separate and independent cause of action, ; (3) shall apply irrespective of any waiver granted by any Holder of Senior Notes; and (4) shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Senior Note, or any other judgment or order.
Appears in 1 contract
Samples: Deposit Agreement (Marconi Corp PLC)
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantors’ obligations under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the 128 Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Currency Indemnity. The Company and the Subsidiary Guarantors will pay all sums payable under this Indenture, the Notes or the Note Guarantees solely in U.S. Dollars. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder U.S. Dollars in respect of any sum expressed to be due to it the Trustee or any Holder from the Company or the Guarantor, as applicable, shall Subsidiary Guarantors will only constitute a discharge to of the Company or the Guarantor, as applicable, to the extent of the Required Currency U.S. Dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that the receipt or recovery (or, if it is not practicable to make that the purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency U.S. Dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Dollar amount expressed to be due to the recipient under any SecurityNote, the Company or will indemnify the Guarantor, as applicable, shall indemnify it recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company or the Guarantor, shall Subsidiary Guarantors will indemnify the recipient against the cost of making any such purchasepurchase of U.S. Dollars. For the purposes of this Section 11.194.06, it shall will be sufficient for a Holder or the Trustee or to certify (with reasonable documentation) in a Holder to demonstrate satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Dollars been mademade with the amount received in that other currency on the date of receipt or recovery or, if it was not practicable to make the purchase on that date, on the first date on which it would have been practicable, and to certify in a satisfactory manner the need for a change of the purchase date. These indemnities (a) constitute a separate and independent obligation from the Company’s other obligations of the Company and the Guarantor’s other obligationsSubsidiary Guarantors, shall (b) will give rise to a separate and independent cause of action, shall (c) will apply irrespective of any waiver indulgence granted by any Holder Holder, and shall (d) will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 1 contract
Samples: Intercreditor Agreement
Currency Indemnity. The currency in which the Covered Bonds are denominated or, if different, payable, as specified in the Final Terms (the “Contractual Currency”), is the sole currency of account and payment for all sums payable by the Issuer in respect of the Covered Bonds, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor jurisdiction or otherwise) by the Trustee or any Holder of a Covered Bond in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount in the Contractual Currency amount that the recipient which such Holder is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date day on which it is practicable to do so). If the Required Currency that amount received or recovered by the Trustee or a Holder is less than the Required amount in the Contractual Currency amount expressed to be due to the recipient under any SecurityHolder of a Covered Bond in respect of such Covered Bond, the Company or the Guarantor, as applicable, Issuer shall indemnify it such Holder against any resulting loss sustained by the recipientsuch Xxxxxx as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient each such Holder against the any cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been madewhich is reasonably incurred. These indemnities constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Covered Bond or Coupon and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security in respect of the Covered Bonds or any other judgment or order. Any such loss shall be deemed to constitute a loss suffered by the relevant Holder of a Covered Bond or Coupon and no proof or evidence of any actual loss will be required by the Issuer.
Appears in 1 contract
Samples: First Amending Agreement
Currency Indemnity. The Company and the Subsidiary Guarantors will pay all sums payable under this Indenture, the Securities or the Note Guarantees solely in U.S. dollars. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder U.S. dollars in respect of any sum expressed to be due to it the Trustee or any Holder from the Company or the Guarantor, as applicable, shall Subsidiary Guarantors will only constitute a discharge to of the Company or the Guarantor, as applicable, to the extent of the Required Currency U.S. dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that the receipt or recovery (or, if it is not practicable to make that the purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency U.S. dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. dollar amount expressed to be due to the recipient under any Security, the Company or will indemnify the Guarantor, as applicable, shall indemnify it recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company or the Guarantor, shall Subsidiary Guarantors will indemnify the recipient against the cost of making any such purchasepurchase of U.S. dollars. For the purposes of this Section 11.194.18, it shall will be sufficient for a Holder or the Trustee or to certify (with reasonable documentation) in a Holder to demonstrate satisfactory manner that it would have suffered a loss had an actual purchase of U.S. dollars been mademade with the amount received in that other currency on the date of receipt or recovery or, if it was not practicable to make the purchase on that date, on the first date on which it would have been practicable, and to certify in a satisfactory manner the need for a change of the purchase date. These indemnities (1) constitute a separate and independent obligation from the Company’s other obligations of the Company and the Guarantor’s other obligationsSubsidiary Guarantors, shall (2) will give rise to a separate and independent cause of action, shall (3) will apply irrespective of any waiver indulgence granted by any Holder Holder, and shall (4) will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderSecurity.
Appears in 1 contract
Samples: Indenture (Arazi S.a r.l.)
Currency Indemnity. The sole currency of account and payment for all sums payable under the Notes, the Guarantees and this Indenture is Sterling. Any amount received or recovered in respect of the Notes or the Guarantees in a currency other than the currency Sterling in which payment respect of the Securities is due (Notes, the “Required Currency”) Guarantees or the Indenture (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor Issuer, any Subsidiary or otherwise) by the Trustee Trustee, the Security Agent, the Paying Agent or any a Holder in respect of any sum expressed to be due to it such parties from the Company Issuer or the Guarantor, as applicable, shall only Guarantors will constitute a discharge to the Company or the Guarantor, as applicable, of their obligation only to the extent of the Required Currency Sterling amount that which the recipient is able to purchase with the amount so received or recovered in that such other currency on the date of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency Sterling amount received or to be recovered by the Trustee or a Holder is less than the Required Currency Sterling amount expressed to be due to the recipient under this Indenture or any SecurityNote or Guarantee, the Company Issuer or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, Guarantors shall indemnify the recipient against the cost of making any further purchase of Sterling in an amount equal to such purchasedifference. For the purposes of this Section 11.1912.13, it shall be sufficient for the Trustee or a Holder such party to demonstrate certify that it would have suffered a loss had an the actual purchase of Sterling been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Sterling on that date had not been possible, on the first date on which it would have been possible). These indemnities indemnities, to the extent permitted by law: (a) constitute a separate and independent obligation from the CompanyIssuer’s and the Guarantor’s Guarantors’ other obligations, shall ; (b) give rise to a separate and independent cause of action, shall ; (c) apply irrespective of any waiver granted by any Holder the Security Agent or the Trustee; and (d) shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Indenture, any Security Note or Guarantee or any other judgment or order.
Appears in 1 contract
Samples: Indenture (T F Bell Holdings LTD)
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer’s or the Guarantors’ obligations under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
Appears in 1 contract
Currency Indemnity. The sole currency of account and payment for all sums payable under the Notes, the Guarantees and this Indenture is Sterling. Any amount received or recovered in respect of the Notes or the Guarantees in a currency other than the currency Sterling in which payment respect of the Securities is due (Notes, the “Required Currency”) Guarantees or this Indenture (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor Issuer, any Subsidiary or otherwise) by the Trustee Trustee, the Security Agent, the Paying Agent or any a Holder in respect of any sum expressed to be due to it such parties from the Company Issuer or the Guarantor, as applicable, shall only Guarantors will constitute a discharge to the Company or the Guarantor, as applicable, of their obligation only to the extent of the Required Currency Sterling amount that which the recipient is able to purchase with the amount so received or recovered in that such other currency on the date of that receipt or recovery (or, if it is not practicable possible to make that purchase on that date, on the first date on which it is practicable possible to do so). If the Required Currency Sterling amount received or to be recovered by the Trustee or a Holder is less than the Required Currency Sterling amount expressed to be due to the recipient under this Indenture or any SecurityNote or Guarantee, the Company Issuer or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, Guarantors shall indemnify the recipient against the cost of making any further purchase of Sterling in an amount equal to such purchasedifference. For the purposes of this Section 11.1912.13, it shall be sufficient for the Trustee or a Holder such party to demonstrate certify that it would have suffered a loss had an the actual purchase of Sterling been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of Sterling on that date had not been possible, on the first date on which it would have been possible). These indemnities indemnities, to the extent permitted by law: (a) constitute a separate and independent obligation from the CompanyIssuer’s and the Guarantor’s Guarantors’ other obligations, shall ; (b) give rise to a separate and independent cause of action, shall ; (c) apply irrespective of any waiver granted by any Holder the Security Agent or the Trustee; and (d) shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under this Indenture, any Security Note or Guarantee or any other judgment or order.
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Samples: Indenture (Townfrost LTD)
Currency Indemnity. The currency in which the Covered Bonds are denominated or, if different, payable, as specified in the Final Terms (the “Contractual Currency”), is the sole currency of account and payment for all sums payable by the Issuer in respect of the Covered Bonds, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) Contractual Currency (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor jurisdiction or otherwise) by the Trustee or any Holder of a Covered Bond in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount in the Contractual Currency amount that the recipient which such Holder is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date day on which it is practicable to do so). If the Required Currency that amount received or recovered by the Trustee or a Holder is less than the Required amount in the Contractual Currency amount expressed to be due to the recipient under any SecurityHolder of a Covered Bond in respect of such Covered Bond, the Company or the Guarantor, as applicable, Issuer shall indemnify it such Holder against any resulting loss sustained by the recipientsuch Holder as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient each such Holder against the any cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been madewhich is reasonably incurred. These indemnities constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Covered Bond or Coupon and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security in respect of the Covered Bonds or any other judgment or order. Any such loss shall be deemed to constitute a loss suffered by the relevant Holder of a Covered Bond or Coupon and no proof or evidence of any actual loss will be required by the Issuer.
Appears in 1 contract
Samples: First Amending Agreement
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.. 141
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Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.. 146
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Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guarantor’s obligation under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors 147 shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.. 148
Appears in 1 contract
Samples: Indenture (Carnival PLC)
Currency Indemnity. U.S. dollars are the sole currency of account and payment for all sums payable by the Company and the Guarantors under or in connection with the Securities, including damages. Any amount account received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) dollars (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvencyliquidation, administration, dissolution or other winding-up or dissolution of the affairs of the Company or the Guarantor Guarantors or otherwise) by the Trustee or any Holder of a Note in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Guarantors shall only constitute a discharge to the Company or and the Guarantor, as applicable, Guarantors to the extent of the Required Currency dollar amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable 98 98 to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that dollar amount received or recovered by the Trustee or a Holder is less than the Required Currency dollar amount expressed to be due to the recipient under any SecurityNote, the Company or and the Guarantor, as applicable, Guarantors shall indemnify it against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, Company and the Guarantor, Guarantors shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19paragraph, it shall will be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of dollars been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of dollars on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s 's and the Guarantor’s Guarantors' other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder of a Note and shall continue constitute in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderNote.
Appears in 1 contract
Samples: Asia Global Crossing LTD
Currency Indemnity. The euro is the sole currency of account and payment for all sums payable by the Company under or in connection with the Notes including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (euro, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor otherwise, by any Holder of a Note or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall will only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency euro amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that euro amount received or recovered by the Trustee or a Holder is less than the Required Currency euro amount expressed to be due to the recipient under any SecurityNote or the Trustee, the Company or the Guarantor, as applicable, shall will indemnify it them against any resulting loss sustained by the recipientsuch recipient as a result. In any event, the Company, failing whom, the Guarantor, shall Company will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19currency indemnity provision, it shall will be sufficient for the Holder of a Note or the Trustee or to certify in a Holder to demonstrate satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of euro been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver indulgence granted by any Holder of a Note or the Trustee and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or any other judgment or orderto the Trustee.
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Currency Indemnity. Any All amounts payable by each Guarantor under this Guaranty shall be paid to Agent at its main office in Detroit, Michigan, or otherwise as it may from time to time direct, in full free of any present or future taxes, levies, imposts, duties, charges, fees or withholdings and without set-off or counterclaim or any restriction or deduction whatsoever. If any Guarantor is compelled by law to make any deduction or withholding, it will promptly pay to Agent such additional amounts as will result in the net amount received by Agent being equal to the full amount which would have been receivable had there been no deduction or recovered withholding. Payment shall be in a currency other than the Permitted Currency in which the monies, obligations or liabilities of the Foreign Permitted Borrowers and any of them were due, owing or incurred. No payment to Agent (whether under any judgment or court order or otherwise) shall discharge the obligation or liability in respect of which it was made unless and until Agent shall have received payment in full in the currency in which payment of the Securities is due (the “Required Currency”) (whether as a result ofsuch obligation or liability was due, owing or of the enforcement ofincurred, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall only constitute a discharge to the Company or the Guarantor, as applicable, and to the extent that the amount of such payment shall on actual conversion into such currency fall short of such obligation or liability, actual or contingent, expressed in that currency, Agent shall have a further separate cause of action against each Guarantor to recover the amount of the Required Currency amount that shortfall. If and to the recipient is able extent any Guarantor fails to purchase with pay the amount due on demand, Agent may in its absolute discretion without notice to such Guarantor purchase at any time thereafter so received much of any currency as Agent considers necessary or recovered desirable to cover the obligations and liabilities of the Foreign Permitted Borrowers and any of them in that other such currency on hereby guaranteed at the date then prevailing spot rate of that receipt or recovery exchange of Agent (or, if it is not practicable as conclusively determined by Agent) for purchasing such currency with Dollars and each of the Guarantors hereby agrees to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient Agent against the full Dollar cost of making any incurred by Agent for such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or order.
Appears in 1 contract
Currency Indemnity. The euro is the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (euro, whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor Issuer or otherwise) , by any Holder or by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, shall Issuer will only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required Currency euro amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that euro amount received or recovered by the Trustee or a Holder is less than the Required Currency euro amount expressed to be due to the recipient under any SecurityNote or the Trustee, the Company or the Guarantor, as applicable, shall Issuer will indemnify it if against any resulting loss sustained by the recipientsuch recipient as a result. In any event, the Company, failing whom, the Guarantor, shall Issuer will indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.1912.18, it shall will be sufficient for the Holder or the Trustee or to certify in a Holder to demonstrate satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of euro been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of euro on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligations, shall will give rise to a separate and independent cause of action, shall will apply irrespective of any waiver indulgence granted by any Holder or the Trustee and shall will continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or to the Trustee. Except as otherwise specifically set forth herein, for purposes of determining compliance with any other judgment euro-denominated restriction herein, the euro-equivalent amount for purposes hereof that is denominated in a non-euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such non-euro amount is incurred or ordermade, as the case may be.
Appears in 1 contract
Samples: Indenture (Hli Operating Co Inc)
Currency Indemnity. (a) U.S. Legal Tender is the sole currency of account and payment for all sums payable by the Company or any Subsidiary Guarantor under or in connection with the Notes or this Indenture, including damages. Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) U.S. Legal Tender (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor Company, any Subsidiary or otherwise) by the Trustee or any Holder of the Notes in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, any Subsidiary Guarantor shall only constitute a discharge to of them under the Company or the Guarantor, as applicable, Notes and this Indenture only to the extent of the Required Currency U.S. Legal Tender amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency that U.S. Legal Tender amount received or recovered by the Trustee or a Holder is less than the Required Currency U.S. Legal Tender amount expressed to be due to the recipient under any Securitythe Notes or this Indenture, the Company or and the Guarantor, as applicable, Subsidiary Guarantors shall jointly and severally indemnify it and hold harmless the recipient against any resulting loss sustained by the recipientit in making any such purchase. In any event, the Company, failing whom, Company and the Guarantor, Subsidiary Guarantors shall jointly and severally indemnify the recipient Holder against the cost of making any such purchasepurchase of U.S. Legal Tender. For the purposes of this Section 11.1911.14, it shall will be sufficient for the Trustee or Holder of a Holder Note to demonstrate certify in a satisfactory manner that it would have suffered a loss had an actual purchase of U.S. Legal Tender been made. These indemnities constitute made with the amount received in that other currency on the date of receipt or recovery (or, if a separate purchase of U.S. Legal Tender on such date had not been practicable, on the first date on which it would have been practicable) and independent obligation from that the Company’s and change of the Guarantor’s other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security or any other judgment or orderpurchase date was needed.
Appears in 1 contract
Samples: Indenture (Homex Development Corp.)
Currency Indemnity. Any payment on account of an amount received or recovered that is payable in a currency other than the currency in which payment of the Securities is due U.S. dollars (the “Required Currency”) which is made to or for the account of any holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or any Guarantor, shall constitute a discharge of the Issuer or the Guar-antor’s obligation under this Indenture and the Notes or Note Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such holder or the Trustee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such holder or the Trustee, as the case may be, the Issuer and the Guarantors shall indemnify and hold harmless the holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture or the Guarantor’s other obligationsNotes, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
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Currency Indemnity. The Specified Currency is (save as provided in Condition 7.9) the sole currency of account and payment for all sums payable by the Issuer under or in connection with the Notes and the Coupons, including damages. Any amount received or recovered in a currency other than the currency Specified Currency (save as provided in which payment of the Securities is due (the “Required Currency”Condition 7.9) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor Issuer or otherwise) by the Trustee any Noteholder or any Holder Couponholder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, Issuer shall only constitute a discharge to the Company or the Guarantor, as applicable, Issuer to the extent of the Required amount of the Specified Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required that Specified Currency amount received or recovered by the Trustee or a Holder is less than the Required Specified Currency amount expressed to be due to the recipient under any SecurityNote or Coupon, the Company or the Guarantor, as applicable, Issuer shall indemnify it against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Issuer shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19Condition, it shall will be sufficient for the Trustee Noteholder or a Holder Couponholder, as the case may be, to demonstrate that it would have suffered a loss had an actual purchase been made. These The indemnities under this Condition 19 will (i) constitute a separate and independent obligation from the Company’s and the GuarantorIssuer’s other obligationsobligations under the Conditions, shall (ii) give rise to a separate and independent cause of action, shall (iii) apply irrespective of any waiver indulgence granted by any Holder Noteholder or Couponholder and shall (iv) continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security Note or Coupon or any other judgment or order.
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Currency Indemnity. All amounts payable under this Agreement are payable in US Dollars (the "RELEVANT CURRENCY"). Any amount received or recovered in a currency other than the currency in which payment of the Securities is due (the “Required Currency”) (whether as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-winding up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder Lender in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, in a Relevant Currency in a currency other than such Relevant Currency shall only constitute a discharge to of the Company or the Guarantor, as applicable, to the extent of the Required amount of such Relevant Currency amount that which the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required that amount of such Relevant Currency amount received or recovered by the Trustee or a Holder is less than the Required amount of such Relevant Currency amount expressed to be due to the recipient under any Securitythe CGD Note or Subsidiary Guarantee, the Company or the Guarantor, as applicable, shall indemnify it such recipient against any resulting loss sustained by the recipientit as a result. In any event, the Company, failing whom, the Guarantor, Company shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19Section, it shall will be sufficient for the Trustee or Lender to certify in a Holder to demonstrate reasonably satisfactory manner (indicating the sources of information used) that it would have suffered a loss had an actual purchase of such Relevant Currency been mademade with the amount so received in that other currency on the date of receipt or recovery (or, if a purchase of such Relevant Currency on such date had not been practicable, on the first date on which it would have been practicable, it being required that the need for a change of date be certified in the manner mentioned above). These indemnities constitute a separate and independent obligation from the Company’s and the Guarantor’s 's other obligations, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver granted by any Holder the Lender and shall continue in full force and effect despite any other judgment, order, claim or proof for a liquidated amount in respect of any sum due under any Security the CGD Note or Subsidiary Guarantee or any other judgment or order.
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Currency Indemnity. Any payment on account of an amount received that is payable in U.S. dollars or recovered in a currency other than euro, as the currency in which payment of the Securities is due case may be (the “Required Currency”), which is made to or for the account of any Holder or the Trustee in lawful currency of any other jurisdiction (the “Judgment Currency”), whether as a result of any judgment or order or the enforcement thereof or the liquidation of the Issuer or a Guarantor, shall constitute a discharge of the Issuer’s or such Guarantor’s obligation under this Indenture and the Notes or the Guarantee, as the case may be, only to the extent of the amount of the Required Currency with such Holder or the Trustee or its designee, as the case may be, could purchase in the London foreign exchange markets with the amount of the Judgment Currency in accordance with normal banking procedures at the rate of exchange prevailing on the first (1st) (whether Business Day following receipt of the payment in the Judgment Currency. If the amount of the Required Currency that could be so purchased is less than the amount of the Required Currency originally due to such Holder or the Trustee, as the case may be, then the Issuer and the Guarantors, jointly and severally, shall indemnify and hold harmless the Holder or the Trustee, as the case may be, from and against all loss or damage arising out of, or as a result of, or of the enforcement of, a judgment or order of a court of any jurisdiction, in the insolvency, administration, winding-up or dissolution of the Company or the Guarantor or otherwise) by the Trustee or any Holder in respect of any sum expressed to be due to it from the Company or the Guarantor, as applicable, such deficiency. This indemnity shall only constitute a discharge to the Company or the Guarantor, as applicable, to the extent of the Required Currency amount that the recipient is able to purchase with the amount so received or recovered in that other currency on the date of that receipt or recovery (or, if it is not practicable to make that purchase on that date, on the first date on which it is practicable to do so). If the Required Currency amount received or recovered by the Trustee or a Holder is less than the Required Currency amount expressed to be due to the recipient under any Security, the Company or the Guarantor, as applicable, shall indemnify it against any resulting loss sustained by the recipient. In any event, the Company, failing whom, the Guarantor, shall indemnify the recipient against the cost of making any such purchase. For the purposes of this Section 11.19, it shall be sufficient for the Trustee or a Holder to demonstrate that it would have suffered a loss had an actual purchase been made. These indemnities constitute a obligation separate and independent obligation from the Company’s and other obligations contained in this Indenture, the Guarantor’s other obligationsNotes or the Guarantees, as the case may be, shall give rise to a separate and independent cause of action, shall apply irrespective of any waiver indulgence granted by any Holder or the Trustee from time to time and shall continue in full force and effect despite notwithstanding any other judgment, order, claim judgment or proof order for a liquidated amount sum in respect of any sum an amount due hereunder or under any Security or any other judgment or order.
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