Further Indemnities. In addition to any other indemnities contained in the Loan Instruments, and except as otherwise limited in the Loan Instruments, Grantor hereby agrees to indemnify and hold Beneficiary harmless from and against all losses, liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including architects’, engineers’ and attorneys’ fees and disbursements which may be imposed upon, incurred or asserted against Beneficiary by reason of: (1) the construction of the Improvements, (2) any capital improvements, other work or things, done in, on, under or about the Secured Property or any part thereof, (3) any use, nonuse, misuse, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Secured Property or any part thereof or any street, drive, sidewalk, curb, passageway or space adjacent thereto, (4) any negligence or willful act or omission on the part of Grantor, any Lessee or any agent, contractor, servant, employee, licensee or invitee of any Lessee or of Grantor, (5) any accident, injury (including death) or damage to any person or property occurring in, on, under or about the Secured Property or any part thereof or in, on, under or about any street, drive, sidewalk, curb, passageway or space adjacent thereto, (6) any default under any Loan Instrument or any Event of Default, (7) any lien or claim arising or alleged to have arisen on or against the Secured Property or any part thereof under any Legal Requirement or any liability asserted against Beneficiary with respect thereto, (8) any tax attributable to the execution, delivery, filing or recording of any Loan Instrument, (9) any contest permitted pursuant to the provisions of this Deed of Trust, or (10) the enforcement or attempted enforcement of this indemnity. WCSR 7692675 Deed of Trust Loan No. 374-0470
Further Indemnities. (a) Whether or not any of the transactions contemplated hereby are consummated, the Charterers shall, in addition to the provisions under Clause 17 (Indemnity) (Part II) of this Charter, indemnify, protect, defend and hold harmless the Owners and the Finance Parties and their respective officers, directors, agents and employees (collectively, the "Indemnitees") throughout the Agreement Term from, against and in respect of, any and all liabilities, obligations, losses, damages, penalties, fines, fees, claims, actions, proceedings, judgement, order or other sanction, lien, salvage, general average, suits, costs, expenses and disbursements, including reasonable legal fees and expenses, of whatsoever kind and nature (collectively, the "Expenses"), imposed on, suffered or incurred by or asserted against any Indemnitee, in any way relating to, resulting from or arising out of or in connection with, in each case, directly or indirectly, any one or more of the following:
(i) this Charter and any other Transaction Documents and any amendment, supplement or modification thereof or thereto requested by the Charterers;
(ii) the Vessel or any part thereof, including with respect to:
(A) the ownership of, manufacture, design, possession, use or non-use, operation, maintenance, testing, repair, overhaul, condition, alteration, modification, addition, improvement, storage, seaworthiness, replacement, repair of the Vessel or any part (including, in each case, latent or other defects, whether or not discoverable and any claim for patent, trademark, or copyright infringement and all liabilities, obligations, losses, damages and claims in any way relating to or arising out of spillage of cargo or fuel, out of injury to persons, properties or the environment or strict liability in tort);
(B) any claim or penalty arising out of violations of applicable law by the Charterers or any Sub-Charterers;
(C) death or property damage of shippers or others;
(D) any liens in respect of the Vessel or any part thereof (save for those in favour of the Finance Parties); or
(E) any registration and/or tonnage fees (whether periodic or not) in respect of the Vessel payable to any registry of ships;
(iii) any breach of or failure to perform or observe, or any other non-compliance with, any covenant or agreement or other obligation to be performed by the Charterers under any Transaction Document to which they are a party or the falsity of any representation or warranty of the Charterers in any Tr...
Further Indemnities. If the Fund requires the Custodian to take any action with respect to securities, which action involves the payment of money or which action may, in the reasonable opinion of the Custodian, result in the Custodian or its nominee assigned to the Fund being liable for the payment of money or incurring liability of some other form, the Fund, as a prerequisite to requiring the Custodian to take such action, shall provide indemnity to the Custodian in an amount and form reasonably satisfactory to it.
Further Indemnities. In addition to any other indemnities contained in the Loan Instruments, Trustor hereby agrees to indemnify and hold Beneficiary and the other Note Holders harmless from and against all losses, liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses, including architects', engineers' and attorneys' fees and disbursements which may be imposed upon, incurred or asserted against Beneficiary or the other Note Holders by reason of: (1) the construction of the Improvements, (2) any capital improvements, other work or things, done in, on, under or about the Secured Property or any part thereof, (3) any use, nonuse, misuse, possession, occupation, alteration, repair, condition, operation, maintenance or management of the Secured Property or any part thereof or any street, drive, sidewalk, curb, passageway or space adjacent thereto, except to the extent the same arise due to the gross negligence or willful misconduct of Beneficiary, (4) any negligence or willful act or omission on the part of Trustor, any Lessee or any agent, contractor, servant, employee, licensee or invitee of any Lessee or of Trustor, (5) any accident, injury (including death) or damage to any person or property occurring in, on, under or about the Secured Property or any part thereof or in, on, under or about any street, drive, sidewalk, curb, passageway or space adjacent thereto, except to the extent the same arise due to the gross negligence or willful misconduct of Beneficiary, .
Further Indemnities. (a) The Selling Shareholders undertake to indemnify and hold harmless the Purchaser and the Acquired Companies from and against all liabilities, obligations, costs and expenses reasonably incurred in relation to or arising from any of the following:
(1) incorrect, invalid or missing documentation of previous transfers of shares or the loss of share certificates of the Acquired Companies prior to Closing;
(2) a liability of the Company to pay social security contributions, source taxes, or pension contributions in connection with the Exit Bonus Plan or with the Effective Closing Consideration and Earn-Out Consideration. Each of the Selling Shareholders undertakes to deliver a written notice to the Purchaser and the Company, if, and as soon as, any payment is made on account of the Exit Bonus Plan to any of the recipients thereof;
(3) any material non-compliance of the distribution agreements or the agency agreements of the Acquired Companies with any applicable competition law provisions prior to the Closing Date;
(4) any claims for compensation of clientele under the distribution agreements or the agency agreements of the Acquired Companies for any periods prior to the Closing Date to the extent such claims have arisen before the Closing Date or relate to the period up to and including the Closing Date, except in case that the relevant distribution or agency agreement was terminated (i) by the Acquired Companies after the Closing Date without a valid reason attributable to the distributor or agent or (ii) by the relevant distributor or agent for a valid reason attributable to the Acquired Companies, in which case the Selling Shareholders are not liable for claims for compensation of clientele; and
(5) any claims for additional payments and/or compensation due to a reclassification of Contractors as employees under applicable Law relating to the period before Closing. For the sake of clarity, it is expressly agreed that the limitations of Section 10.01 through Section 10.03 shall not apply to the indemnifications agreed in this Section 7.01(a), except for Section 10.03(h). But, for the avoidance of doubt, compliance with Section 10.04 (where applicable by its terms and not inconsistent with the terms of this Section) shall be required. With respect to matters under Section 7.01(a)(2) above, the Selling Shareholders shall have the same rights as under Section 6.06 and Section 6.04(d)(6) which shall apply by analogy.
(b) The indemnities under this Section 7.0...
Further Indemnities. (a) The Selling Shareholders shall fully indemnify the Purchaser, on a pound for pound basis, against all and any claims, liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by the Purchaser or the Company, arising out of or in connection with the following matters (the “Specific Indemnities”):
(i) Any Liability to Tax, including for income tax and/or national insurance contributions for which the Company is required to account on the payment of any part of the [**];
(ii) any breach of the Fundamental Representations and/or the Warranties set out in Section 3.32 (Conduct of Business);
(iii) any liabilities, costs, expenses, damages and losses in connection with any (a) alleged [**] claims by the Company relating to a [**], as Disclosed; and (b) the Company’s noncompliance with certain [**].
(iv) any omission, error or failure by the Company to comply with relevant employment obligations and/or obligations of the Company to account to any relevant Tax Authority for any tax and national insurance (or equivalent) arrangements and other payment obligations arising from such matters (including interest and penalties), relating to the Company’s engagement of certain personnel in [**] and/or [**], and/or any determination by the applicable Tax Authorities that Company is subject to any Taxes in [**] by virtue thereof;
(v) the breach of any of the Warranties that are subject of the W&I Exclusions (“W&I Exclusions Indemnity”);
(b) As soon as reasonably practicable after the Purchaser becomes aware of any claim made or threatened within the scope of the indemnities set out in this Section 6.01 (“Indemnifiable Claim”), the Purchaser will notify the Sellers’ Representatives of the Indemnifiable Claim (indicating the nature of the allegations made and so far as possible the purchaser’s good faith estimate of the likely liability) as soon as reasonable practicable after the Sellers’ Representatives become aware of an Indemnifiable Claim made or threatened to be made against the Purchaser, any member of the Purchaser Group or the Company (“Indemnified Party”), the Sellers’ Representatives shall notify the Purchaser of the Indemnifiable Claim and all matters known to them and shall provide the Indemnified Party with s...
Further Indemnities. 8.1 HWL agrees to indemnify the Transferee for any loss, cost or expense incurred by the Transferee as a result of a breach by HWL of its obligations under this Agreement, except to the extent that the Transferee incurs such loss, cost or expense as a result of its gross negligence or wilful misconduct.
8.2 The Transferee agrees to indemnify HWL for any loss, cost or expense incurred by HWL in the performance of its obligations under this Agreement, except to the extent that HWL incurs such loss, cost or expense as a result of a breach by HWL of its obligations under this Agreement or HWL's gross negligence or wilful misconduct.
8.3 The Transferee agrees to indemnify the Transferor for any loss, cost or expense incurred by the Transferor in relation to the Termsheet and/or in the performance of its obligations under this Agreement, except to the extent that the Transferor incurs such loss, cost or expense as a result of a breach by the Transferor of its obligations under this Agreement or the Transferor's gross negligence or wilful misconduct.
8.4 The Transferor agrees to indemnify the Transferee for any loss, cost or expense incurred by the Transferee as a result of a breach by the Transferor of its obligations under this Agreement, except to the extent that the Transferee incurs such loss, cost or expense as a result of its gross negligence or wilful misconduct.
Further Indemnities. 6.1 HWL agrees to indemnify the Transferee for any loss, cost or expense incurred by the Transferee as a result of a breach by HWL of its obligations under this Agreement, except to the extent that the Transferee incurs such loss, cost or expense as a result of its gross negligence or wilful misconduct.
6.2 The Transferee agrees to indemnify HWL for any loss, cost or expense incurred by HWL in the performance of its obligations under this Agreement, except to the extent that HWL incurs such loss, cost or expense as a result of a breach by HWL of its obligations under this Agreement or HWL’s gross negligence or wilful misconduct.
Further Indemnities. In consideration of the Buyers agreeing to and/or paying the Purchase Price under the terms of this Agreement, the Sellers shall indemnify and pay such amounts to the Buyers in respect of all costs, claims, expenses, liabilities, losses, damages and fees (including but not limited to any legal fees, vessel registration and tonnage fees) suffered or incurred by or imposed on the Buyers arising from this Agreement or in connection with the delivery, registration, purchase and inspection of the Vessel by the Buyers whether prior to, during or after termination of this Agreement or in connection with or resulting from the occurrence of a Potential Termination Event or a Termination Event or the funding, remittance or payment of all or any portion of the Purchase Price, (including but not limited to the event that the return of the Preposition Amount if the sum is not released in accordance with the provisions of this Agreement and the MT199 Payment Instruction within the Deposit Period for any reason whatsoever) and whether or not the Vessel is in the possession of or the control of the Sellers or otherwise.
Further Indemnities. 18.3.1 The Company shall promptly indemnify the Lender against any cost, loss or liability incurred by the Lender (acting reasonably) as a result of:-
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
18.3.2 Each Obligor shall promptly indemnify the Lender against any cost, loss or liability incurred by it as a result of:-
(a) the exercise of any of the rights, powers, discretions and remedies vested in the Lender by the Finance Documents or by law;
(b) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or
(d) the taking, holding, protection or enforcement of the Transaction Security.
