Common use of Dealer’s indemnity Clause in Contracts

Dealer’s indemnity. (a) The Dealer must indemnify and keep indemnified TfNSW and the State of New South Wales against all Loss (on a full indemnity basis and whether incurred by, or awarded against, TfNSW or the State of New South Wales) that TfNSW or the State of New South Wales may sustain or incur as a result, whether directly or indirectly arising out of or in relation to: (1) loss of, loss of use of or damage to TfNSW Materials while located on the Premises or being used for purposes of providing the Authorised Transactions; (2) personal injury (including death) or illness to any person arising out of or relating to anything done or omitted to be done by Dealer, any (3) any claim for breach of confidence or privacy or misuse of Personal Information arising out of or in connection with this Agreement or provision or non-provision of the Authorised Transactions by the Authorised Services Officers; (4) such share (as determined by TfNSW) of any compensation which TfNSW may decide to pay a person for Loss suffered by that person as a result of any breach of clause 19 by the Dealer, for which TfNSW would have been liable under Privacy Laws if such breach had been that of TfNSW, provided that TfNSW will give the Dealer 14 days’ notice of any proposed payment (which will include an explanation of how that liability or expense was assessed and the Dealer’s proposed share of that liability) and the Dealer must make the payment to TfNSW within that 14 days; (5) any fraud or other unlawful activity committed by the Dealer, any Authorised Services Officers or Personnel; (6) any discrepancy between the amount collected by Dealers from customers on behalf of TfNSW and the amount remitted by Dealers to TfNSW under clause 7; (7) all charges for administration and legal costs incurred by TfNSW in recovering Fees from the Dealer; (8) any difference between the fees the Dealer collects from a customer and the Fees due to TfNSW; and (9) any act or omission of the Dealer, any Authorised Services Officers or Personnel arising out of or relating to this Agreement or the provision of the Authorised Transactions. (b) The Dealer’s liability to indemnify TfNSW is reduced proportionally to the extent that a malicious or negligent act or omission of TfNSW or TfNSW’s employees or agents (other than the Dealer) or a breach of this Agreement by TfNSW has contributed to the injury or Loss.

Dealer’s indemnity. (a) The Dealer must indemnify and keep indemnified TfNSW RMS and the State of New South Wales against all Loss (on a full indemnity basis and whether incurred by, or awarded against, TfNSW RMS or the State of New South Wales) that TfNSW RMS or the State of New South Wales may sustain or incur as a result, whether directly or indirectly arising out of or in relation to: (1) loss of, loss of use of or damage to TfNSW RMS Materials while located on the Premises or being used for purposes of providing the Authorised Transactions; (2) personal injury (including death) or illness to any person arising out of or relating to anything done or omitted to be done by Dealer, anyany Authorised Services Officers or Personnel in the provision of the Authorised Transactions; (3) any claim for breach of confidence or privacy or misuse of Personal Information arising out of or in connection with this Agreement or provision or non-provision of the Authorised Transactions by the Authorised Services OfficersDealer; (4) such share (as determined by TfNSWRMS) of any compensation which TfNSW RMS may decide to pay a person for Loss suffered by that person as a result of any breach of clause 19 by the Dealer, for which TfNSW RMS would have been liable under Privacy Laws if such breach had been that of TfNSWRMS, provided that TfNSW RMS will give the Dealer 14 days’ notice of any proposed payment (which will include an explanation of how that liability or expense was assessed and the Dealer’s proposed share of that liability) and the Dealer must make the payment to TfNSW RMS within that 14 days; (5) any fraud or other unlawful activity committed by the Dealer, any Authorised Services Officers or Personnel; (6) any discrepancy between the amount collected by Dealers the Dealer from customers on behalf of TfNSW RMS and the amount remitted by Dealers the Dealer to TfNSW RMS under clause 7; (7) all charges for administration and legal costs incurred by TfNSW RMS in recovering Fees from the Dealer; (8) any difference between the fees the Dealer collects from a customer and the Fees due to TfNSWRMS; and (9) any act or omission of the Dealer, any Authorised Services Officers or Personnel arising out of or relating to this Agreement or the provision of the Authorised Transactions. (b) The Dealer’s liability to indemnify TfNSW RMS is reduced proportionally to the extent that a malicious or negligent act or omission of TfNSW RMS or TfNSW’s RMS’ employees or agents (other than the Dealer) or a breach of this Agreement by TfNSW RMS has contributed to the injury or Loss.

Dealer’s indemnity. ‌ (a) The Dealer must indemnify and keep indemnified TfNSW and the State of New South Wales against all Loss (on a full indemnity basis and whether incurred by, or awarded against, TfNSW or the State of New South Wales) that TfNSW or the State of New South Wales may sustain or incur as a result, whether directly or indirectly arising out of or in relation to:to:‌ (1) loss of, loss of use of or damage to TfNSW Materials while located on the Premises or being used for purposes of providing the Authorised Transactions;Transactions;‌ (2) personal injury (including death) or illness to any person arising out of or relating to anything done or omitted to be done by Dealer, anyany‌ Authorised Services Officers or Personnel in the provision of the Authorised Transactions;‌‌‌‌ (3) any claim for breach of confidence or privacy or misuse of Personal Information arising out of or in connection with this Agreement or provision or non-provision of the Authorised Transactions by the Authorised Services Officers;Officers;‌ (4) such share (as determined by TfNSW) of any compensation which TfNSW may decide to pay a person for Loss suffered by that person as a result of any breach of clause 19 by the Dealer, for which TfNSW would have been liable under Privacy Laws if such breach had been that of TfNSW, provided that TfNSW will give the Dealer 14 days’ notice of any proposed payment (which will include an explanation of how that liability or expense was assessed and the Dealer’s proposed share of that liability) and the Dealer must make the payment to TfNSW within that 14 days;days;‌ (5) any fraud or other unlawful activity committed by the Dealer, any Authorised Services Officers or Personnel;Personnel;‌ (6) any discrepancy between the amount collected by Dealers from customers on behalf of TfNSW and the amount remitted by Dealers to TfNSW under clause 7;7;‌ (7) all charges for administration and legal costs incurred by TfNSW in recovering Fees from the Dealer;Dealer;‌ (8) any difference between the fees the Dealer collects from a customer and the Fees due to TfNSW; andand‌ (9) any act or omission of the Dealer, any Authorised Services Officers or Personnel arising out of or relating to this Agreement or the provision of the Authorised Transactions.Transactions.‌ (b) The Dealer’s liability to indemnify TfNSW is reduced proportionally to the extent that a malicious or negligent act or omission of TfNSW or TfNSW’s employees or agents (other than the Dealer) or a breach of this Agreement by TfNSW has contributed to the injury or Loss.

Dealer’s indemnity. Each Dealer severally, upon presentation of duly documented evidence, will indemnify Région wallonne against any loss, liability, damages cost, claims, actions, demands or expenses (including, but not limited to, all legal fees, costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) (Losses) which Région wallonne may incur and arising out of, or in connection with, any failure by that Dealer to observe the terms and provisions set out above under (a), (b), (c) and (d) provided that, without prejudice to any other claim Région wallonne may have against that Dealer, no Dealer shall be liable to hold Région wallonne indemnified against any Losses, arising from the sale of Notes to any person believed in good faith by that Dealer, on reasonable grounds after making all reasonable investigations, to be a person to whom Notes could legally be sold in compliance with the provisions of Appendix B. The provisions of Clauses 11.2-11.4 with respect to the conduct and settlement of actions shall apply, mutatis mutandis, to this indemnity. To: [Names of Dealers] c/o: [Name of Lead Manager] (the Lead Manager) The undersigned (the Managers) agree to purchase from you (Région wallonne or the Issuer) Région wallonne [CURRENCY AND AMOUNT] [DESCRIPTION OF NOTES] Notes due [⚫] (the Notes) under Région wallonne’s EUR 12,000,000,000 Euro Medium Term Note Programme on the terms set forth herein which is supplemental to, and should be read in conjunction with, the Programme Agreement dated 20 May 2020 (as amended, supplemented and/or restated from time to time) relating to the issue of Notes by Région wallonne (the Programme Agreement). The terms of the Notes shall be as set out in the Pricing Supplement in the form attached to this Agreement as Annex 1. Unless otherwise stated, all terms used herein have the meanings given to them in the Programme Agreement as so incorporated. We wish to record the arrangements agreed between us in relation to the Notes: (a) The Dealer must indemnify and keep indemnified TfNSW and Région wallonne hereby appoints each Manager which is not a party to the State of Programme Agreement (each a New South Wales against all Loss (on a full indemnity basis and whether incurred by, or awarded against, TfNSW or the State of New South WalesDealer) that TfNSW or the State of New South Wales may sustain or incur as a result, whether directly or indirectly arising out New Dealer in accordance with the provisions of or clause 2.2 of the Programme Agreement for the purposes of the issue of the Notes. Each of the Managers confirms that it is in relation toreceipt of the following documents: (1i) loss of, loss of use of or damage to TfNSW Materials while located on the Premises or being used for purposes of providing the Authorised Transactions; (2) personal injury (including death) or illness to any person arising out of or relating to anything done or omitted to be done by Dealer, any (3) any claim for breach of confidence or privacy or misuse of Personal Information arising out of or in connection with this Agreement or provision or non-provision a copy of the Authorised Transactions by the Authorised Services Officers; (4) such share (as determined by TfNSW) of any compensation which TfNSW may decide to pay a person for Loss suffered by that person as a result of any breach of clause 19 by the Dealer, for which TfNSW would have been liable under Privacy Laws if such breach had been that of TfNSW, provided that TfNSW will give the Dealer 14 days’ notice of any proposed payment (which will include an explanation of how that liability or expense was assessed and the Dealer’s proposed share of that liability) and the Dealer must make the payment to TfNSW within that 14 days; (5) any fraud or other unlawful activity committed by the Dealer, any Authorised Services Officers or Personnel; (6) any discrepancy between the amount collected by Dealers from customers on behalf of TfNSW and the amount remitted by Dealers to TfNSW under clause 7; (7) all charges for administration and legal costs incurred by TfNSW in recovering Fees from the Dealer; (8) any difference between the fees the Dealer collects from a customer and the Fees due to TfNSWProgramme Agreement; and (9ii) any act or omission a copy of all documents referred to in clause 10 of the DealerProgramme Agreement, any Authorised Services Officers and has confirmed with Région wallonne that it has found them to be satisfactory (or Personnel arising out of or relating to this Agreement or has waived such receipt). For the provision purposes of the Authorised TransactionsProgramme Agreement the notice details of the Lead Manager are as follows: (insert name, address, e-mail, telephone, fax and attention). [Name of Lead Manager] [Address] E-mail: [⚫] Telephone: [⚫] Fax no.: [⚫] Attention: [⚫] In consideration of Région wallonne hereby appointing each New Dealer as a Dealer under the Programme Agreement in respect of the Notes, each New Dealer hereby undertakes, for the benefit of Région wallonne and each of the other Managers, that, in relation to the issue of the Notes, it will perform and comply with all the duties and obligations expressed to be assumed by a Dealer under the Programme Agreement. Each New Dealer shall be vested with all authority, rights, powers, duties and obligations of a Dealer in relation to the issue of the Notes as if originally named as a Dealer under the Programme Agreement provided that following the Issue Date of the Notes each New Dealer shall have no further such authority, rights, powers, duties or obligations except for any which have accrued or been incurred prior to, or in connection with, the issue of the Notes. (b) The Dealer’s liability to indemnify TfNSW is reduced proportionally Subject to the extent that terms and conditions of the Programme Agreement and this Agreement, Région wallonne hereby agrees to issue the Notes and the Managers jointly and severally agree to purchase the Notes on the Issue Date at a malicious or negligent act or omission purchase price of TfNSW or TfNSW’s employees or agents [specify] per cent. of the principal amount of the Notes (other than the DealerPurchase Price), being the issue price of [specify] per cent. less a selling [commission/concession] of [specify] per cent. of such principal amount and a combined management and underwriting commission of [specify] per cent. of such principal amount. The underwriting commitment of each of the Lead Managers is specified below, without prejudice to the joint and several undertaking specified above for the benefit of the Issuer. Underwriting commitments (in EUR) or a breach Allotments (in EUR) [-] [-] [-] [-] [-] [-] [-] [-] [-] [-] [-] [-] Total [-] [-] (c) For the purposes of this Agreement by TfNSW has contributed to Agreement: (i) the injury or Loss.sum payable on the Issue Date shall be [ ] (representing the Purchase Price) less the amount payable in respect of Managers' expenses specified in Clause (d) hereof; and