Common use of Expenses, liability and indemnity Clause in Contracts

Expenses, liability and indemnity. (a) The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these Bond Terms. (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person. (d) The Bond Trustee shall not be considered to have acted negligently in: (i) acting in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is to the interests of the Bondholders. (e) The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee's actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents. (f) The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. For Nordic Financial Institutions, and Nordic governmental issuers, annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond Trustee’s web site (xxx.xxxxxxxxxxxxx.xxx) at the Issue Date, unless otherwise is agreed with the Bond Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. (g) The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents or otherwise be detrimental to the interests of the Bondholders under the Finance Documents. (h) Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligors, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. (i) As a condition to effecting any instruction from the Bondholders the Bond Trustee may require satisfactory Security, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

Appears in 4 contracts

Samples: Covered Bond Agreement, Covered Bond Agreement, Covered Bond Agreement

AutoNDA by SimpleDocs

Expenses, liability and indemnity. (a) The Bond VPS Trustee will not be liable to the Bondholders VPS Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Documentthis Agreement or the VPS Conditions, unless directly caused by its gross negligence or wilful misconduct. The Bond VPS Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond VPS Trustee shall have no liability to the Bondholders VPS Noteholders for damage caused by the Bond VPS Trustee acting in accordance with instructions given by the Bondholders VPS Noteholders in accordance with these Bond Termsthis Agreement. (b) The Bond VPS Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Documentthis Agreement or the VPS Conditions, unless caused by its gross negligence or wilful misconduct. The Bond VPS Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond VPS Trustee for damage or loss is limited to the amount of the Outstanding BondsVPS Notes. The Bond VPS Trustee is not liable for the content of information provided to the Bondholders VPS Noteholders by or on behalf of the Issuer or any other person. (d) The Bond VPS Trustee shall not be considered to have acted negligently inif it has: (i) acting acted in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting acted with reasonable care and provided in a situation when the Bond VPS Trustee considers that such action it is to the interests of the BondholdersVPS Noteholders to delay or perform any action. (e) The Issuer is liable for, and will indemnify the Bond VPS Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond VPS Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond VPS Trustee’s obligations under this Agreement and the Finance DocumentsVPS Conditions, including losses incurred by the Bond VPS Trustee as a result of the Bond VPS Trustee's actions based on misrepresentations made by the Issuer in connection with the issuance of the BondsVPS Notes, the entering into or performance under this Agreement and the Finance DocumentsVPS Conditions, and for as long as any amounts are outstanding under or pursuant to the Finance Documentsany Issue. (f) The Issuer shall cover all costs and expenses incurred by the Bond VPS Trustee in connection with it fulfilling its obligations under this Agreement and the Finance DocumentsVPS Conditions. The Bond VPS Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documentsthis Agreement. For Nordic Financial Institutions, and Nordic governmental issuers, The annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond VPS Trustee’s web site (xxx.xxxxxxxxxxxxx.xxxxxx.xxxxxxx.xx) at the Issue Date, unless otherwise is agreed with the Bond VPS Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. (g) The Issuer shall on demand by the Bond VPS Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond VPS Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond VPS Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents VPS Conditions or this Agreement or otherwise be detrimental to the interests of the Bondholders VPS Noteholders under the Finance DocumentsVPS Conditions or this Agreement. (h) Fees, costs and expenses payable to the Bond VPS Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligorsthe Issuer, may be covered by making an equal reduction in the proceeds to the Bondholders VPS Noteholders hereunder of any costs and expenses incurred by the Bond VPS Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. (i) As a condition to effecting any instruction from the Bondholders VPS Noteholders (including, but not limited to, Clause 4.2 (Procedure for arranging a VPS Noteholders’ Meeting)), the Bond VPS Trustee may require satisfactory Securitysecurity, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders VPS Noteholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond VPS Trustee.

Appears in 3 contracts

Samples: VPS Trustee Agreement, VPS Trustee Agreement, VPS Trustee Agreement

Expenses, liability and indemnity. (a) The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these Bond Terms. (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person. (dc) The Bond Trustee shall not be considered to have acted negligently in: (i) acting in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is to in the interests of the Bondholders. (ed) The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee's actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents. (fe) The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. For Nordic Financial Institutions, and Nordic governmental issuers, annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond Trustee’s web site (xxx.xxxxxxxxxxxxx.xxx) at the Issue Date, unless otherwise is agreed with the Bond Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee Fee Agreement. (gf) The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents or otherwise be detrimental to the interests of the Bondholders under the Finance Documents. (hg) Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligors, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee (or the Security Agent) in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, irrespective of such funds being subject to Transaction Security, and to set-off and cover any such costs and expenses from those funds. (ih) As a condition to effecting any instruction from the Bondholders the Bond Trustee may require satisfactory Security(including, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted but not limited to, instructions set out in favour of the decision to instruct the Bond Trustee.Clause 14.3 (Bondholders’ instructions) or Clause

Appears in 2 contracts

Samples: Amendment and Restatement Agreement, Amendment and Restatement Agreement

Expenses, liability and indemnity. (a) The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance First Lien Notes Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these Bond Terms. (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person. (dc) The Bond Trustee shall not be considered to have acted negligently inif it has: (i) acting acted in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting acted with reasonable care and provided in a situation when the Bond Trustee considers that such action it is detrimental to the interests of the BondholdersBondholders to delay any action. (ed) The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance First Lien Notes Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee's ’s actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance First Lien Notes Documents, and for as long as any amounts are outstanding under or pursuant to the Finance First Lien Notes Documents. (fe) The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance First Lien Notes Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance First Lien Notes Documents. For Nordic Financial Institutions, and Nordic governmental issuers, annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond Trustee’s web site (xxx.xxxxxxxxxxxxx.xxx) at the Issue Date, unless otherwise is agreed with the Bond Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's ’s obligations under the Finance First Lien Notes Documents are conditioned upon the due payment of such fees and indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee Agreement. (gf) The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance First Lien Notes Documents which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance First Lien Notes Documents or otherwise be detrimental to the interests of the Bondholders under the Finance First Lien Notes Documents. (hg) Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any the Obligors, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee or the Security Agent in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, irrespective of such funds being subject to Transaction Security, and to set-off and cover any such costs and expenses from those funds. (ih) As a condition to effecting any instruction from the Bondholders (including, but not limited to, instructions set out in Clause 14.3 (Bondholders’ instructions) or Clause 15.2 (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require satisfactory Security, guarantees and/or indemnities for any possible liability and anticipated costs cost and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

Appears in 2 contracts

Samples: Implementation Agreement, Implementation Agreement

Expenses, liability and indemnity. (a) The Bond VPS Trustee will not be liable to the Bondholders VPS Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Documentthis Agreement or the VPS Conditions, unless directly caused by its gross negligence or wilful misconduct. The Bond VPS Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond VPS Trustee shall have no liability to the Bondholders VPS Noteholders for damage caused by the Bond VPS Trustee acting in accordance with instructions given by the Bondholders VPS Noteholders in accordance with these Bond Termsthis Agreement. (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond VPS Trustee for damage or loss is limited to the amount of the Outstanding BondsVPS Notes. The Bond VPS Trustee is not liable for the content of information provided to the Bondholders VPS Noteholders by or on behalf of the Issuer or any other person. (dc) The Bond VPS Trustee shall not be considered to have acted negligently inif it has: (i) acting acted in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting acted with reasonable care and provided in a situation when the Bond VPS Trustee considers that such action it is to the interests of the BondholdersVPS Noteholders to delay or perform any action. (ed) The Issuer is liable for, and will indemnify the Bond VPS Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond VPS Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond VPS Trustee’s obligations under this Agreement and the Finance DocumentsVPS Conditions, including losses incurred by the Bond VPS Trustee as a result of the Bond VPS Trustee's actions based on misrepresentations made by the Issuer in connection with the issuance of the BondsVPS Notes, the entering into or performance under this Agreement and the Finance DocumentsVPS Conditions, and for as long as any amounts are outstanding under or pursuant to the Finance Documentsany Issue. (fe) The Issuer shall cover all costs and expenses incurred by the Bond VPS Trustee in connection with it fulfilling its obligations under this Agreement and the Finance DocumentsVPS Conditions. The Bond VPS Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documentsthis Agreement. For Nordic Financial Institutions, and Nordic governmental issuers, The annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond VPS Trustee’s web site (xxx.xxxxxxxxxxxxx.xxxxxx.xxxxxxx.xx) at the Issue Date, unless otherwise is agreed with the Bond VPS Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. (g) The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents or otherwise be detrimental to the interests of the Bondholders under the Finance Documents. (h) Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligors, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. (if) As a condition to effecting any instruction from the Bondholders VPS Noteholders (including, but not limited to, Clause 4.2 (Procedure for arranging a VPS Noteholders’ Meeting)), the Bond VPS Trustee may require satisfactory Securitysecurity, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders VPS Noteholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond VPS Trustee.

Appears in 2 contracts

Samples: VPS Trustee Agreement, VPS Trustee Agreement

Expenses, liability and indemnity. (a) The Bond VPS Trustee will not be liable to the Bondholders VPS Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Documentthis Agreement or the VPS Conditions, unless directly caused by its gross negligence or wilful misconduct. The Bond VPS Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond VPS Trustee shall have no liability to the Bondholders VPS Noteholders for damage caused by the Bond VPS Trustee acting in accordance with instructions given by the Bondholders VPS Noteholders in accordance with these Bond Termsthis Agreement. (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond VPS Trustee for damage or loss is limited to the amount of the Outstanding BondsVPS Notes. The Bond VPS Trustee is not liable for the content of information provided to the Bondholders VPS Noteholders by or on behalf of the Issuer or any other person. (dc) The Bond VPS Trustee shall not be considered to have acted negligently inif it has: (i) acting acted in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting acted with reasonable care and provided in a situation when the Bond VPS Trustee considers that such action it is to the interests of the BondholdersVPS Noteholders to delay or perform any action. (ed) The Issuer is liable for, and will indemnify the Bond VPS Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond VPS Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond VPS Trustee’s obligations under this Agreement and the Finance DocumentsVPS Conditions, including losses incurred by the Bond VPS Trustee as a result of the Bond VPS Trustee's actions based on misrepresentations made by the Issuer in connection with the issuance of the BondsVPS Notes, the entering into or performance under this Agreement and the Finance DocumentsVPS Conditions, and for as long as any amounts are outstanding under or pursuant to the Finance Documentsany Issue. (fe) The Issuer shall cover all costs and expenses incurred by the Bond VPS Trustee in connection with it fulfilling its obligations under this Agreement and the Finance DocumentsVPS Conditions. The Bond VPS Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documentsthis Agreement. For Nordic Financial Institutions, and Nordic governmental issuers, The annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond VPS Trustee’s web site (xxx.xxxxxxxxxxxxx.xxxxxx.xxxxxxx.xx) at the Issue Date, unless otherwise is agreed with the Bond VPS Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. (gf) The Issuer shall on demand by the Bond VPS Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond VPS Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond VPS Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents VPS Conditions or this Agreement or otherwise be detrimental to the interests of the Bondholders VPS Noteholders under the Finance DocumentsVPS Conditions or this Agreement. (hg) Fees, costs and expenses payable to the Bond VPS Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligorsthe Issuer, may be covered by making an equal reduction in the proceeds to the Bondholders VPS Noteholders hereunder of any costs and expenses incurred by the Bond VPS Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. (ih) As a condition to effecting any instruction from the Bondholders VPS Noteholders (including, but not limited to, Clause 4.2 (Procedure for arranging a VPS Noteholders’ Meeting)), the Bond VPS Trustee may require satisfactory Securitysecurity, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders VPS Noteholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond VPS Trustee.

Appears in 1 contract

Samples: VPS Trustee Agreement

Expenses, liability and indemnity. (a) 7.4.1. The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these this Bond TermsAgreement. (b) 7.4.2. The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) 7.4.3. Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person. (d) 7.4.4. The Bond Trustee shall not be considered to have acted negligently in: (i) acting in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is to in the interests of the Bondholders. (e) 7.4.5. The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee's ’s actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents. (f) 7.4.6. The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. For Nordic Financial Institutions, and Nordic governmental issuers, annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond Trustee’s web site (xxx.xxxxxxxxxxxxx.xxx) at the Issue Date, unless otherwise is agreed with the Bond Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's ’s obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. (g) 7.4.7. The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents Document which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents Document or otherwise be detrimental to the interests of the Bondholders under the Finance Documents. (h) 7.4.8. Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent insolvent or similar circumstances pertaining to any Obligorsthe Issuer, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. (i) 7.4.9. Any public fees payable in connection with this Bond Agreement and fulfilling of the obligations pursuant to this Bond Agreement shall be covered by the Issuer. The Issuer is not responsible for reimbursing any public fees levied on the trading of Bonds. 7.4.10. The Issuer is responsible for withholding any withholding tax imposed by Norwegian law. 7.4.11. As a condition to effecting any instruction from the Bondholders (including, but not limited to, instructions set out in Clause 6.2 (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require satisfactory Securitysecurity, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

Appears in 1 contract

Samples: Bond Agreement

AutoNDA by SimpleDocs

Expenses, liability and indemnity. (a) The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these this Bond TermsAgreement. (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person. (dc) The Bond Trustee shall not be considered to have acted negligently inif it has: (i) acting acted in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting acted with reasonable care and provided in a situation when the Bond Trustee considers that such action it is detrimental to the interests of the BondholdersBondholders to delay any action. (ed) The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee's actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents. (fe) The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. For Nordic Financial Institutions, and Nordic governmental issuers, annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond Trustee’s web site (xxx.xxxxxxxxxxxxx.xxx) at the Issue Date, unless otherwise is agreed with the Bond Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. The fees of the Bond Trustee will be further set out in the Bond Trustee Agreement. (gf) The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents or otherwise be detrimental to the interests of the Bondholders under the Finance Documents. (hg) Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent insolvent or similar circumstances pertaining to any Obligorsthe Issuer, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, irrespective of such funds being subject to Transaction Security, and to set-off and cover any such costs and expenses from those funds. (ih) As a condition to effecting any instruction from the Bondholders (including, but not limited to, instructions set out in Clause 15.3 or Clause 16.2 (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require satisfactory Security, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

Appears in 1 contract

Samples: Bond Agreement

Expenses, liability and indemnity. (a) 7.4.1. The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these this Bond TermsAgreement. (b) 7.4.2. The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) 7.4.3. Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person. (d) 7.4.4. The Bond Trustee shall not be considered to have acted negligently in: (i) acting in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is to in the interests of the Bondholders. (e) 7.4.5. The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee's ’s actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents. (f) 7.4.6. The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. For Nordic Financial Institutions, and Nordic governmental issuers, annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond Trustee’s web site (xxx.xxxxxxxxxxxxx.xxx) at the Issue Date, unless otherwise is agreed with the Bond Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's ’s obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. (g) 7.4.7. The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents Document which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents Document or otherwise be detrimental to the interests of the Bondholders under the Finance Documents. (h) 7.4.8. Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent insolvent or similar circumstances pertaining to any Obligorsthe Issuer, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. (i) 7.4.9. Any public fees payable in connection with this Bond Agreement and fulfilling of the obligations pursuant to this Bond Agreement shall be covered by the Issuer. The Issuer is not responsible for reimbursing any public fees levied on the trading of Bonds. 7.4.10. The Issuer is responsible for withholding any withholding tax imposed by Norwegian law. 7.4.11. As a condition to effecting any instruction from the Bondholders (including, but not limited to, instructions set out in Clause 6.2 (Procedure for arranging a Bondholders’ Meeting)), the Bond Trustee may require satisfactory Securitysecurity, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

Appears in 1 contract

Samples: Bond Agreement

Expenses, liability and indemnity. (a) The Bond Trustee will not be liable to the Bondholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond Trustee shall have no liability to the Bondholders for damage caused by the Bond Trustee acting in accordance with instructions given by the Bondholders in accordance with these Bond Terms. (b) The Bond Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Document, unless caused by its gross negligence or wilful misconduct. The Bond Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond Trustee for damage or loss is limited to the amount of the Outstanding Bonds. The Bond Trustee is not liable for the content of information provided to the Bondholders by or on behalf of the Issuer or any other person. (d) The Bond Trustee shall not be considered to have acted negligently in: (i) acting in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting with reasonable care and provided the Bond Trustee considers that such action is to the interests of the Bondholders. (e) The Issuer is liable for, and will indemnify the Bond Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond Trustee’s obligations under the Finance Documents, including losses incurred by the Bond Trustee as a result of the Bond Trustee's actions based on misrepresentations made by the Issuer in connection with the issuance of the Bonds, the entering into or performance under the Finance Documents, and for as long as any amounts are outstanding under or pursuant to the Finance Documents. (f) The Issuer shall cover all costs and expenses incurred by the Bond Trustee in connection with it fulfilling its obligations under the Finance Documents. The Bond Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documents. For Nordic Financial InstitutionsUndertakings, and Nordic governmental issuers, annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond Trustee’s web site (xxx.xxxxxxxxxxxxx.xxx) at the Issue Date, unless otherwise is agreed with the Bond Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. (g) The Issuer shall on demand by the Bond Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents or otherwise be detrimental to the interests of the Bondholders under the Finance Documents. (h) Fees, costs and expenses payable to the Bond Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligors, may be covered by making an equal reduction in the proceeds to the Bondholders hereunder of any costs and expenses incurred by the Bond Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. (i) As a condition to effecting any instruction from the Bondholders the Bond Trustee may require satisfactory Security, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond Trustee.

Appears in 1 contract

Samples: Covered Bond Agreement

Expenses, liability and indemnity. (a) The Bond VPS Trustee will not be liable to the Bondholders VPS Noteholders for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Documentthis Agreement or the VPS Conditions, unless directly caused by its gross negligence or wilful misconduct. The Bond VPS Trustee shall not be responsible for any indirect or consequential loss. Irrespective of the foregoing, the Bond VPS Trustee shall have no liability to the Bondholders VPS Noteholders for damage caused by the Bond VPS Trustee acting in accordance with instructions given by the Bondholders VPS Noteholders in accordance with these Bond Termsthis Agreement. (b) The Bond VPS Trustee will not be liable to the Issuer for damage or loss caused by any action taken or omitted by it under or in connection with any Finance Documentthis Agreement or the VPS Conditions, unless caused by its gross negligence or wilful misconduct. The Bond VPS Trustee shall not be responsible for any indirect or consequential loss. (c) Any liability for the Bond VPS Trustee for damage or loss is limited to the amount of the Outstanding BondsVPS Notes. The Bond VPS Trustee is not liable for the content of information provided to the Bondholders VPS Noteholders by or on behalf of the Issuer or any other person. (d) The Bond VPS Trustee shall not be considered to have acted negligently inif it has: (i) acting acted in accordance with advice from or opinions of reputable external experts; or (ii) taking, delaying or omitting any action if acting acted with reasonable care and provided in a situation when the Bond VPS Trustee considers that such action it is to the interests of the BondholdersVPS Noteholders to delay or perform any action. (e) The Issuer is liable for, and will indemnify the Bond VPS Trustee fully in respect of, all losses, expenses and liabilities incurred by the Bond VPS Trustee as a result of negligence by the Issuer (including its directors, management, officers, employees and agents) in connection with the performance of the Bond VPS Trustee’s obligations under this Agreement and the Finance DocumentsVPS Conditions, including losses incurred by the Bond VPS Trustee as a result of the Bond VPS Trustee's actions based on misrepresentations made by the Issuer in connection with the issuance of the BondsVPS Notes, the entering into or performance under this Agreement and the Finance DocumentsVPS Conditions, and for as long as any amounts are outstanding under or pursuant to the Finance Documentsany Issue. (f) The Issuer shall cover all costs and expenses incurred by the Bond VPS Trustee in connection with it fulfilling its obligations under this Agreement and the Finance DocumentsVPS Conditions. The Bond VPS Trustee is entitled to fees for its work and to be indemnified for costs, losses and liabilities on the terms set out in the Finance Documentsthis Agreement. For Nordic Financial Institutions, and Nordic governmental issuers, The annual fee will be determined according to applicable fee structure and terms and conditions presented at the Bond VPS Trustee’s web site (xxx.xxxxxxxxxxxxx.xxx) at the Issue Date, unless otherwise is agreed with the Bond VPS Trustee. For other issuers a separate Bond Trustee Agreement will be entered into. The Bond Trustee's obligations under the Finance Documents are conditioned upon the due payment of such fees and indemnifications. (g) The Issuer shall on demand by the Bond VPS Trustee pay all costs incurred for external experts engaged after the occurrence of an Event of Default, or for the purpose of investigating or considering (i) an event or circumstance which the Bond VPS Trustee reasonably believes is or may lead to an Event of Default or (ii) a matter relating to the Issuer or any of the Finance Documents which the Bond VPS Trustee reasonably believes may constitute or lead to a breach of any of the Finance Documents VPS Conditions or this Agreement or otherwise be detrimental to the interests of the Bondholders VPS Noteholders under the Finance DocumentsVPS Conditions or this Agreement. (h) Fees, costs and expenses payable to the Bond VPS Trustee which are not reimbursed in any other way due to an Event of Default, the Issuer being Insolvent or similar circumstances pertaining to any Obligorsthe Issuer, may be covered by making an equal reduction in the proceeds to the Bondholders VPS Noteholders hereunder of any costs and expenses incurred by the Bond VPS Trustee in connection therewith. The Bond Trustee may withhold funds from any escrow account (or similar arrangement) or from other funds received from the Issuer or any other person, and to set-off and cover any such costs and expenses from those funds. (i) As a condition to effecting any instruction from the Bondholders VPS Noteholders (including, but not limited to, Clause 4.2 (Procedure for arranging a VPS Noteholders’ Meeting)), the Bond VPS Trustee may require satisfactory Securitysecurity, guarantees and/or indemnities for any possible liability and anticipated costs and expenses from those Bondholders VPS Noteholders who have given that instruction and/or who voted in favour of the decision to instruct the Bond VPS Trustee.

Appears in 1 contract

Samples: VPS Trustee Agreement

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