Common use of Debtors’ indemnity Clause in Contracts

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).

Appears in 5 contracts

Samples: Additional Facility T Accession Deed (Liberty Global PLC), Additional Facility Accession Deed (Liberty Global PLC), Additional Facility S Accession Deed (Liberty Global PLC)

AutoNDA by SimpleDocs

Debtors’ indemnity. (a) Subject to any limitations applicable to any guarantee Each Debtor shall, on a joint and indemnity obligations of any Debtor under the Secured Debt Documentsseveral basis, each Debtor shall within 10 three Business Days of demand demand, indemnify the Security Agent and every Receiver and Delegate against any cost, expense, 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: (ia) in relation to or as a result of: (Ai) any failure by the Company Senior Secured Notes Issuer to comply with its obligations under Clause ‎24 21 (Costs and Expenses); (Bii) the taking, holding, protection or enforcement of the Transaction Security; (Ciii) 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 (Div) 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 (iib) 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 22.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause ‎17.2 14.2 (Distressed Disposals) taking into account the operation of that Clause ‎17.2 14.2 (Distressed Disposals).

Appears in 2 contracts

Samples: Intercreditor Agreement (Nord Anglia Education, Inc.), Intercreditor Agreement (Nord Anglia Education, Inc.)

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 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 costs cost, loss or liability (and expenses any applicable VAT) arising as a result of the Security Agent’s negligence 's or such Receiver or Delegate's negligence, wilful misconduct or wilful default) by any of them:): (ia) in relation to or as a result of: (Ai) any failure by the Company Parent to comply with its obligations under Clause ‎24 20 (Costs and Expensesexpenses); (Bii) the taking, holding, protection or enforcement of the Transaction SecuritySecurity in accordance with the terms of each of the Secured Debt Documents; (Ciii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, each Receiver and each Delegate by the Secured Debt Documents or by law; or (Div) any default by any Debtor or Security Grantor in the performance of any of the obligations expressed to be assumed by it in the Secured Debt Documents; or (iib) 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 negligence, wilful misconduct or wilful misconductdefault). (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).

Appears in 2 contracts

Samples: Intercreditor Agreement (Paysafe LTD), Intercreditor Agreement (Paysafe LTD)

Debtors’ indemnity. (a) Subject to any limitations applicable to any guarantee and indemnity obligations of any Debtor under the Secured Debt Documents, each Each Debtor shall within 10 Business Days of demand promptly indemnify the Security Agent Trustee and every Receiver and Delegate against any cost, loss or liability (other than loss of profit or to the extent incurred as a result of gross negligence or wilful misconduct) (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: (ia) in relation to or as a result of: (Ai) any failure by the Company to comply with its obligations under Clause ‎24 19 (Costs and Expenses); (Bii) the taking, holding, protection or enforcement of the Transaction Security; (Ciii) the exercise of any of the rights, powers, discretions and remedies vested in the Security AgentTrustee, each Receiver and each Delegate by the Debt Documents or by law; or (Div) any default by any Debtor or any other grantor of Transaction Security Grantor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; or (iib) 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) 20.1 will not be prejudiced by any release or disposal under Clause ‎17.2 13.2 (Distressed Disposals) taking into account the operation of that Clause ‎17.2 (Distressed Disposals)13.2.

Appears in 1 contract

Samples: Intercreditor Agreement (InterXion Holding N.V.)

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 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 costs cost, loss or liability (and expenses any applicable VAT) arising as a result of the Security Agent’s negligence or such Receiver or Delegate’s negligence, wilful misconduct or wilful default) by any of them:): (ia) in relation to or as a result of:: 151 (Ai) any failure by the Company Parent to comply with its obligations under Clause ‎24 20 (Costs and Expenses); (Bii) the taking, holding, protection or enforcement of the Transaction SecuritySecurity in accordance with the terms of each of the Secured Debt Documents; (Ciii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent, each Receiver and each Delegate by the Secured Debt Documents or by law; or (Div) any default by any Debtor or Security Grantor in the performance of any of the obligations expressed to be assumed by it in the Secured Debt Documents; or (iib) 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 negligence, wilful misconduct or wilful misconductdefault). (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).

Appears in 1 contract

Samples: Commitment Letter

AutoNDA by SimpleDocs

Debtors’ indemnity. (a) Subject to any limitations applicable to any guarantee and indemnity obligations of any Debtor under the Secured Debt Documents, each Each Debtor shall within 10 Business Days of demand promptly indemnify the Security Agent Trustee and every Receiver and Delegate against any cost, loss or liability (other than loss of profit or to the extent incurred as a result of gross negligence or wilful misconduct) (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: (ia) in relation to or as a result of: (Ai) any failure by the Company to comply with its obligations under Clause ‎24 20 (Costs and Expenses); (Bii) the taking, holding, protection or enforcement of the Transaction Security; (Ciii) the exercise of any of the rights, powers, discretions and remedies vested in the Security AgentTrustee, each Receiver and each Delegate by the Debt Documents or by law; or (Div) any default by any Debtor or any other grantor of Transaction Security Grantor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; or (iib) 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) 21.1 will not be prejudiced by any release or disposal under Clause ‎17.2 14.2 (Distressed Disposals) taking into account the operation of that Clause ‎17.2 (Distressed Disposals)14.2.

Appears in 1 contract

Samples: Intercreditor Agreement (InterXion Holding N.V.)

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 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; oror 84894163_20 (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 25.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause ‎17.2 17.2 (Distressed Disposals) taking into account the operation of that Clause ‎17.2 17.2 (Distressed Disposals).

Appears in 1 contract

Samples: Senior Facilities Agreement (Liberty Global PLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!