Debtors’ indemnity. (a) Subject to any limitations applicable to any guarantee and indemnity obligations of any Debtor under the Secured Debt Documents, each Debtor shall within 10 Business Days of demand indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (together with any applicable VAT) incurred (but excluding any costs and expenses arising as a result of the Security Agent’s negligence or wilful default) by any of them:
(i) in relation to or as a result of:
(A) any failure by the Company to comply with its obligations under Clause 24 (Costs and Expenses);
(B) the taking, holding, protection or enforcement of the Transaction Security;
(C) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, each Receiver and each Delegate by the Debt Documents or by law; or
(D) any default by any Debtor or Security Grantor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; or
(ii) which otherwise relates to any of the Security Property or the performance of the terms of this Agreement (otherwise than as a result of its gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 25.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause 17.2 (Distressed Disposals) taking into account the operation of that Clause 17.2 (Distressed Disposals).
Debtors’ indemnity. Each Debtor shall promptly indemnify the Security Agent, every Receiver and Delegate, the Mexican Security Trustee and the Mexican bank acting as trustee under the voting trust to which the Mexican Intra-Group Liabilities shall have been transferred in accordance with Clause Error! Reference source not found. (Mexican Intra-Group Liabilities) against:
(a) any cost, loss or liability incurred (together with any applicable VAT in each case) by any of them:
(i) in relation to or as a result of:
(A) any failure by the Parent to comply with obligations under Clause 15 (Costs and Expenses);
(B) the taking, holding, protection or enforcement of the Transaction Security;
(C) the exercise of any of the rights, powers, discretions and remedies vested in each Receiver by the Debt Documents or Intra-Group Debt Documents or by law; or
(D) any default by any Debtor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents or Intra-Group Debt Documents; and
(b) any cost reasonably incurred or any loss or liability incurred (together with any applicable VAT in each case) by any of them:
(i) in relation to or as a result of the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, each Delegate and the Mexican Security Trustee by the Debt Documents or by law; or
(ii) which otherwise relates to the performance by the Security Agent, each Receiver and each Delegate or the Mexican Security Trustee of its duties in connection with the Security Property or of the terms of this Agreement (otherwise than as a result of its gross negligence or wilful misconduct). Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 16.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause 8.2 (Distressed Disposals) taking into account the operation of that Clause 8.2, Clause 11.20 (Winding up of trust) or Clause 11.21 (Winding up of trust - Notes Secured Creditors). To the extent that the Security Agent, a Receiver, a Delegate, the Mexican Security Trustee or the Mexican bank acting as trustee under the voting trust to which the Mexican Intra-Group Liabilities shall have been transferred in accordance with Clause 3.7 (Mexican Intra-Group Creditor Rights) recovers any amount pursuant to an indemnity contained in any other Finance Document, there shall be no double recovery under this Clause 16.1 of such amount.
Debtors’ indemnity. Each Debtor shall, within three Business Days of demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (together with any applicable VAT) incurred by any of them:
(a) in relation to or as a result of:
(i) any failure by SPH to comply with obligations under Clause 22 (Costs and Expenses);
(ii) the taking, holding, protection or enforcement of the Transaction Security;
(iii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, each Receiver and each Delegate by the Debt Documents or by law; or
(iv) any default by any Debtor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; or
(b) which otherwise relates to any of the Security Property or the performance of the terms of this Agreement (otherwise than as a result of its gross negligence or wilful misconduct). Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 23.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause 13.2 (Distressed Disposals) taking into account the operation of that Clause 13.2 (Distressed Disposals).
Debtors’ indemnity. Following entry by the Bankruptcy Court of the Backstop Commitment Agreement Order, but effective as of the date hereof, the Debtors (the “ Indemnifying Person”) shall, severally and jointly, indemnify and hold harmless each Commitment Party and its Affiliates, and each of their respective employees, officers, directors, equity holders, members, partners, general partners, managers and its and their respective representatives and controlling Persons (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and costs and expenses (other than Taxes of the Commitment Parties, except to the extent otherwise provided for in this Agreement) (collectively, “Losses”) that any such Indemnified Person may incur or to which any such Indemnified Person may become subject arising out of or in connection with this Agreement, the Plan and the transactions contemplated hereby and thereby, including the Commitments, the Rights Offering, t he payment of the Backstop Commitment Premium or the use of the proceeds of the Rights Offering, the Transaction Expenses or any claim, challenge, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether any Indemnified Person is a party thereto, whether or not such proceedings are brought by the Debtors or its equity holders, Affiliates, creditors or any other Person, and reimburse each Indemnified Person upon demand for reasonable documented (with such documentation subject to redaction to preserve attorney client and work product privileges) legal or other third party expenses incurred in connection with investigating, preparing to defend or defending, or providing evidence in or preparing to serve or serving as a witness with respect to, any lawsuit, investigation, claim or other proceeding relating to any of the foregoing (including in connection with the enforcement of the indemnification obligations set forth herein), irrespective of whether or not the transaction s contemplated by this Agreement or the Plan are consummated or whether or not this Agreement is terminated; provided, that the foregoing indemnity will not, as to any Indemnified Person, apply to Losses (i) as to any Defaulting Commitment Party, its Affiliates or any Indemnified Person related thereto, caused by such default by such Commitment Party, or
Debtors’ indemnity. Each Debtor shall promptly indemnify the Security Agent, every Receiver and Delegate and the Mexican Security Trustee against:
(a) any cost, loss or liability incurred (together with any applicable VAT in each case) by any of them:
(i) in relation to or as a result of:
(A) any failure by the Parent to comply with obligations under Clause 15 (Costs and Expenses);
(B) the taking, holding, protection or enforcement of the Transaction Security;
(C) the exercise of any of the rights, powers, discretions and remedies vested in each Receiver by the Debt Documents or Intra-Group Debt Documents or by law; or
(D) any default by any Debtor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents or Intra-Group Debt Documents; and 169836-4-16896-v10.0 - 67 - 66-40580427
(b) any cost reasonably incurred or any loss or liability incurred (together with any applicable VAT in each case) by any of them:
(i) in relation to or as a result of the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, each Delegate and the Mexican Security Trustee by the Debt Documents or by law; or
(ii) which otherwise relates to the performance by the Security Agent, each Receiver and each Delegate or the Mexican Security Trustee of its duties in connection with the Security Property or of the terms of this Agreement (otherwise than as a result of its gross negligence or wilful misconduct). Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 16.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause 8.2 (Distressed Disposals) taking into account the operation of that Clause 8.2, Clause 11.20 (Winding up of trust) or Clause 11.21 (Winding up of trust - Notes Secured Creditors). To the extent that the Security Agent, a Receiver, a Delegate or the Mexican Security Trustee recovers any amount pursuant to an indemnity contained in any other Finance Document, there shall be no double recovery under this Clause 16.1 of such amount.
Debtors’ indemnity. Debtor shall indemnify, defend and protect Secured Party against and from and hold Secured Party free and harmless from any and all claims, demands, lawsuits, judgments, awards, costs, liabilities and expenses, including attorneys' fees, arising by reason of any default by Debtor hereunder, including any default under the Operating Agreement.
Debtors’ indemnity. Subject to any limitations applicable to any guarantee and indemnity obligations of any Debtor under the Secured Debt Documents, each Debtor shall within 10 Business Days of written demand (such demand to be accompanied by reasonable calculations and details of the amount so demanded) indemnify the Security Agent and every Receiver and Delegate against any third party cost, loss or liability (together with any applicable VAT) reasonably incurred by any of them (but excluding any cost, loss or liability (and any applicable VAT) arising as a result of the Security Agent’s or such Receiver or Delegate’s negligence, wilful misconduct or wilful default):
Debtors’ indemnity. Each Debtor shall promptly indemnify the Security Agent, every Receiver and Delegate and the Mexican Security Trustee against:
(a) any cost, loss or liability incurred (together with any applicable VAT in each case) by any of them:
Debtors’ indemnity. Subject to the terms of this Section, Debtor hereby agrees to indemnify, defend and hold harmless Lender and its officers, directors, agents, attorneys, accountants and affiliates from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys' fees and expenses ("Claims") asserted against or incurred by Lender by reason of or resulting from a breach by Debtor of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.
Debtors’ indemnity. Each Debtor shall promptly indemnify the Security Trustee and every Receiver and Delegate against any cost, loss or liability (together with any applicable VAT) incurred by any of them:
(a) in relation to or as a result of:
