Common use of Debtors’ indemnity Clause in Contracts

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 shall, subject to any Guarantee Limitations which are applicable or in relation to any Senior Unsecured Only Security, Holdco shall, promptly indemnify the Security Agent, Agent and 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) Delegate against any cost, loss or liability incurred (together with any applicable VAT in each caseVAT) incurred (but excluding any costs and expenses arising as a result of its gross negligence or wilful default) by any of them: (ia) in relation to or as a result of: (Ai) any failure by the Parent Company to comply with its obligations under Clause 15 24 (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 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 Receiver and each Delegate and the Mexican Security Trustee by the Debt Documents or by law; or (iiiv) any default by any Debtor or Third Party Security Provider in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; or (v) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (vi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or (b) which otherwise relates to the performance by any of the Security AgentProperty, each Receiver and each Delegate or the Mexican Security Trustee of its duties in connection with the Senior Unsecured Only Security Property or the performance of the terms of this Agreement (otherwise than as a result of its gross negligence or wilful misconduct), provided that no such payment shall be due or payable on or prior to the expiry of the Certain Funds Period (as defined in the Senior Facilities Agreement or any equivalent definition having the same commercial effect) (for the avoidance of doubt, without prejudice to any claim hereunder that is made or is due and payable after the expiry of the Certain Funds Period). Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 16.1 25.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause 8.2 17.2 (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 amount17.2.

Debtors’ indemnity. Each (a) Subject to the Guarantee Limitations, each Debtor jointly and severally shall promptly indemnify the Security Agent, Agent and 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. Delegate (Mexican Intra-Group Liabilitieseach an “Indemnified Person”) against: (a) against any cost, loss or liability (including amounts in respect of VAT (save to the extent that the Indemnified Person reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant Tax authority), but excluding any Tax imposed on, or calculated by reference to, the relevant Indemnified Person’s net income, profits or gains arising from any remuneration payable to it) incurred (together with any applicable VAT in each case) by any of them: (i) in relation to or them as a result of: (Ai) any failure by the Parent Company to comply with its obligations under Clause 15 Section 20 (Costs and Expenses); (Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorized; (iii) the taking, holding, protection or enforcement of the Transaction Security; (Civ) the exercise of any of the rights, powers, discretions discretions, authorities and remedies vested in the Security Agent, each Receiver and each Delegate by the Debt Documents or Intra-Group Debt Documents or by law; or; (Dv) any default by any Debtor in the performance of any of the obligations expressed to be assumed by it in the Debt Documents; (vi) instructing lawyers, accountants, tax advisers, surveyors, a Financial Adviser or other professional advisers or experts as permitted under this Agreement; or (vii) acting as Security Agent, Receiver or Delegate under the Debt Documents or Intra-Group which otherwise relates to any of the Security Property (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or willful misconduct), provided that no Debtor shall be under any obligation to make any payments under this Section 21.1 in respect of any cost, loss or liability referred to above to the extent that the Indemnified Person has already recovered an amount in respect of such cost, loss or liability under any other provision of the 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) Section 21 will not be prejudiced by any release or disposal under Clause 8.2 Section 13.3 (Distressed Disposals) taking into account the operation of that Clause 8.2Section 13.3. (c) The Security Agent and every Receiver and Delegate may, Clause 11.20 (Winding up in priority to any payment to the Secured Parties, indemnify itself out of trust) or Clause 11.21 (Winding up of trust - Notes Secured Creditors). To the extent that the Security AgentProperty in respect of, a Receiverand pay and retain, a Delegate, all sums necessary to give effect to the Mexican Security Trustee or the Mexican bank acting as trustee under the voting trust to which the Mexican Intra-Group Liabilities indemnity in this clause (c) and shall have been transferred in accordance with Clause 3.7 (Mexican Intra-Group Creditor Rights) recovers any amount pursuant a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to an indemnity contained in any other Finance Document, there shall be no double recovery under this Clause 16.1 of such amountit.

Debtors’ indemnity. Each Debtor shall promptly indemnify the Security Agent, every Receiver and Delegate, Delegate and 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 14 (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 15.1 (Debtors’ indemnity) will not be prejudiced by any release or disposal under Clause 8.2 7.2 (Distressed Disposals) taking into account the operation of that Clause 8.27.2, Clause 11.20 10.20 (Winding up of trust) or Clause 11.21 10.21 (Winding up of trust - trust—Notes Secured Creditors). To the extent that the Security Agent, a Receiver, Receiver or 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) Delegate recovers any amount pursuant to an indemnity contained in any other Finance Document, there shall be no double recovery under this Clause 16.1 15.1 of such amount.