General Indemnity and Breakage Costs Sample Clauses

General Indemnity and Breakage Costs. Each Obligor will fully indemnify each of the Finance Parties on demand from and against any expense (including legal fees), loss, damage or liability which any of them may incur as a consequence of any sum not being paid when due pursuant to the Senior Finance Documents, any failure to borrow (or otherwise utilise the Facilities) when obliged to do so in accordance with this Agreement, any Advance being repaid or prepaid otherwise than on the last day of an Interest Period, the occurrence of any Event of Default or otherwise in connection with a breach by the Parent of this Agreement or a breach by any Obligor of any Senior Finance Document, any Environmental Law, having made the Facilities available or entering into this Agreement or enforcing any security granted pursuant to any of the Security Documents. Without prejudice to its generality, the foregoing indemnity extends to any interest, fees or other sums whatsoever paid or payable on account of any funds borrowed in order to carry any amount which an Obligor fails to pay in breach of this Agreement and to any loss (other than loss of profit), premium, penalty or expenses which may be incurred in liquidating or employing deposits from third parties acquired to make, maintain or fund outstanding Advances or any other amount due or to become due under this Agreement.
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General Indemnity and Breakage Costs. The Borrower will fully indemnify each of the Finance Parties, and their respective officers, employees, subsidiaries and affiliates (collectively the "Finance Indemnitees") from and against any expense, loss, damage or liability (including without limitation any arising from any actual or alleged breach of any Environmental Laws) which any of the Finance Indemnitees may incur as a consequence of or in connection with (i) the provision and/or Syndication of the Facilities or the use of proceeds thereof (including the distribution of the Information Memorandum), or (ii) the execution, delivery or performance of any of the Finance Documents, other than, in the case of a Finance Indemnitee, any such expense, loss, damage or liability which is finally determined by a court having jurisdiction (the determination not being subject to appeal) to have resulted principally from the negligence or wilful misconduct of such Finance Indemnitee or which is otherwise reimbursed by a member of the ChiRex Group under the Finance Documents. The Borrower will further fully indemnify each of the Finance Parties from and against any expense, loss, damage or liability which they may incur as a consequence of any failure to pay any sum due pursuant to the Finance Documents when due, or any failure to borrow when obliged to do so in accordance with this Agreement (including without limitation failure to satisfy any conditions precedent to such borrowing) or repaying an Advance otherwise than on the last day of an 128 Executed Copy 130 Interest Period or otherwise in connection with a breach by ChiRex Inc. or any member of the ChiRex Group of this Agreement or of any Finance Document, except where it is otherwise reimbursed by a member of the ChiRex Group under the Finance Documents. Without prejudice to its generality, the indemnity in the preceding sentence extends to any interest, fees or other sums whatsoever paid or payable on account of any funds borrowed in order to carry any amount which a member of the ChiRex Group fails to pay in breach of this Agreement and to any loss (including loss of profit), premium, penalty or expenses which may be incurred in liquidating or employing deposits from third parties acquired to make, maintain or fund outstanding Advances or any other amount due or to become due under this Agreement.
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General Indemnity and Breakage Costs. The Trust will, to the fullest extent permitted under applicable law, indemnify each of the Finance Parties, and their respective subsidiaries and Affiliates and the officers, directors, employees and agents of each of the foregoing (collectively the AFinance Indemnitees@) from and against any liability (including, without limitation, reasonable fees and disbursements of counsel but excluding any Taxes except as provided in Section 8.8) which any of the Finance Indemnitees may incur as a consequence of or in connection with (i) the making of the Advances or the use of proceeds thereof or (ii) the execution, delivery performance or enforcement of any of the Operative Documents other than, in the case of a Finance Indemnitee, any such expense, loss, damage or liability which results from the gross negligence or willful misconduct of such Finance Indemnitee or which is otherwise reimbursed by the Trust under the Operative Documents. The Trust will further fully indemnify each of the Finance Indemnitees from and against any expense, loss, damage or liability (including, without limitation, costs of enforcement but excluding loss of anticipated profits or other consequential damages) which they may reasonably incur as a consequence of any breach of this Agreement by the Trust or any Event of Default, any failure to pay any sum due pursuant to the Operative Documents when due, or any failure to borrow when obliged to do so in accordance with this Agreement (including, without limitation, failure to satisfy any conditions precedent to such borrowings), failing to borrow an Advance requested in the Drawdown Notice on the Drawdown Date or repaying the LIBOR Advances otherwise than on the last day of an Interest Period, any Interest Period ending before its scheduled end date in the circumstances specified in Section 8.2(a)(ii), or in connection with any breach by the Trust of this Agreement or of any Operative Document, as the case may be, except where it is otherwise reimbursed by the Trust under the Operative Documents. Without prejudice to its generality, the indemnity in the preceding sentence extends to any interest, fees or other sums on account of any funds borrowed in order to carry any amount which the Trust fails to pay in breach of any Operative Document and to any loss (excluding loss of anticipated profits or other consequential damages), premium, penalty or expenses which may be reasonably incurred in liquidating or employing deposits from third parti...
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General Indemnity and Breakage Costs. The Borrower will fully indemnify each of the Mezzanine Finance Parties on demand from and against any expense (including legal fees), loss, damage or liability which any of them may incur as a consequence of any sum not being paid when due pursuant to the Mezzanine Finance Documents, any failure to borrow when obliged to do so in accordance with this Agreement, any Advance being repaid or prepaid otherwise than on the last day of an Interest Period, the occurrence of any Event of Default or otherwise in connection with a breach by the Borrower of this Agreement or a breach by any Obligor of any Mezzanine Finance Document. Without prejudice to its generality, the foregoing indemnity:- (a) extends to any interest, fees or other sums whatsoever paid or payable on account of any funds borrowed in order to carry any amount which the Borrower fails to pay in breach of this Agreement and to any loss (including loss of profit), premium, penalty or expenses which may be incurred in liquidating or employing deposits from third parties acquired to make, maintain or fund outstanding Advances or any other amount due or to become due under this Agreement; and (b) will entitle the relevant Mezzanine Finance Party to recover breakage costs from the Borrower in the event of an Advance or other sum being repaid or pre-paid prior to the last day of an Interest Period even though the relevant Mezzanine Finance Party has financed such Advance or other sum from its own resources, the costs it thereby incurs being calculated on the assumption it had borrowed an amount equal to the Advance or other sum in question in the London Interbank Market for the duration of the relevant Interest Period.
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General Indemnity and Breakage Costs. The Parent will indemnify each Finance Party on demand against any loss (including loss of profit) which it incurs as a result of: (a) the occurrence of any Default; (b) any failure by an Obligor to pay any amount due under a Senior Finance Document on its due date; (c) any Drawing not being made for any reason (other than as a result of a default by a Finance Party) on the Drawdown Date specified in the relevant Drawdown Request; or (d) any Advance or overdue amount under a Senior Finance Document being repaid or prepaid otherwise than on the last day of an Interest Period relating to that Advance or overdue amount.
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General Indemnity and Breakage Costs. The Parent will indemnify each Finance Party on demand against any loss (including loss of profit) which it incurs as a result of: (a) the occurrence of any Event of Default (and will pay all reasonable legal expenses incurred as a result of the occurrence of a Potential Event of Default); (b) any failure by an Obligor to pay any amount due under a Senior Finance Document on its due date; (c) any Drawing not being made for any reason (other than as a result of a default by a Finance Party) on the Drawdown Date specified in the relevant Drawdown Request; or (d) any Advance or overdue amount under a Senior Finance Document being repaid or prepaid otherwise than on the last day of an Interest Period relating to that Advance or overdue amount, in each case upon production of duly documented evidence.
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General Indemnity and Breakage Costs. Each Borrower shall forthwith on demand fully indemnify, defend and save each of the Agents, the Finance Parties and their respective directors, officers, employees, agents, solicitors, accountants, financial advisors, other experts and other Representatives (each, an “Indemnified Party”) harmless from and against any loss (including loss of profit, interest and, to the extent permitted by Applicable Law, penalties, fines and monetary sanctions) which an Indemnified Party suffers or incurs as a result of or otherwise in respect of : (a) the occurrence of any Default; (b) any failure by an Obligor to pay any amount due under a Senior Finance Document on its due date; (c) any failure to borrow (or otherwise utilise the Facilities) when obliged to do so in accordance with this agreement; (d) any Advance not being made for any reason (other than as a result of a default or error by a Finance Party) on the Utilisation Date specified in the relevant Advance Request; (e) any Advance or overdue amount under a Senior Finance Document being repaid or prepaid otherwise than on the last day of an Interest Period relating to that Advance or overdue amount; (f) the direct or indirect use or proposed use of the proceeds of any Advance; (g) any litigation commenced against any Indemnified Party arising out of the execution, delivery or performance of, or the enforcement of any right under any Senior Finance Document; (h) any actual or alleged violation of any Environmental Laws resulting from or in connection with the Project or the assets of the Obligors and/or any transaction financed or to be financed with the proceeds of the Advances; (i) any litigation commenced in connection with (i) any actual or alleged violation of any Environmental Laws resulting from or in connection with the Project or the assets of the Obligors; or (ii) any accident, fire, explosion, or other event of any type involving an emission or substance which is capable of causing harm to the Environment; (j) the Acquisition Transaction or the funding of the Acquisition Transaction (including those incurred in connection with any litigation concerning the Acquisition Transaction); (k) investigating any event which the Facility Agent reasonably believes to be a Default; or (l) acting or relying on any notice from an Obligor which the Facility Agent reasonably believes to be genuine, correct and appropriately authorised. Without limiting the generality of the foregoing indemnity, such indemnity: (i) ext...
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General Indemnity and Breakage Costs. The Principal Borrower will indemnify each Finance Party within three Business Days of demand against any loss other than consequential and incidental loss (including loss of profit other than consequential loss and excluding the margin) which it incurs as a result of: (a) the occurrence of any Default; (b) any failure by an Obligor to pay any amount due under a Senior Finance Document on its due date; (c) any Drawing not being made for any reason (other than as a result of a wilful default or gross negligence by a Finance Party) on the Drawdown Date specified in the relevant Drawdown Request; or (d) any Advance or overdue amount under a Senior Finance Document being repaid or prepaid otherwise than on the last day of an Interest Period relating to that Advance or overdue amount.
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Related to General Indemnity and Breakage Costs

  • General Indemnification Provisions (a) The Indemnifying Party shall pay the Indemnified Party immediately available funds on an as-incurred basis for any Losses for which the Indemnified Party is entitled to indemnification hereunder. (b) If and to the extent that any provision of Section 4.01 is unenforceable for any reason, each Party hereto agrees to make the maximum contribution to the payment and satisfaction of any Losses as to which such Party would otherwise have been responsible for indemnification which is permissible under applicable Law. (c) Each Indemnifying Party hereby waives (i) presentment, demand, protest, notice of protest, notice of dishonor and notice of nonpayment; (ii) the right, if any, to the benefit of, or to direct the application of, any security hypothecated to Indemnified Party (if any), until all indemnification liability of another Indemnifying Party to Indemnified Party, howsoever arising, shall have been satisfied; (iii) the right to require the Indemnified Party to proceed against another Indemnifying Party, or to pursue any other remedy in Indemnified Party’s power (if any); and agrees that Indemnified Party may proceed against Indemnifying Party directly and independently of any other Indemnifying Party, and that any extension, forbearance, amendment, or acceptance, release or substitution of security, or any impairment or suspension of Indemnified Party’s remedies or rights against another Indemnifying Party or the cessation of the liability for indemnification hereunder of another Indemnifying Party for any reason other than full satisfaction of the indemnification obligation at issue, shall not in anywise affect the liability of Indemnifying Party hereunder.

  • General Indemnity Provisions No indemnifying party shall be liable under its indemnity agreement contained in Section 4.3 or 4.4 hereof with respect to any claim made against such indemnifying party unless the indemnified party shall have notified the indemnifying party in writing within a reasonable time after the summons or other first legal process giving information of the nature of the claim shall have been served upon the indemnified party (or after the indemnified party shall have received notice of such service on any designated agent), but failure to notify the indemnifying party of any such claim shall not relieve it from any liability which it may otherwise have to the indemnified party. The indemnifying party will be entitled to participate at its own expense in the defense or, if it so elects, to assume the defense of any suit brought to enforce any such liability, and if the indemnifying party elects to assume the defense, such defense shall be conducted by counsel chosen by it and reasonably satisfactory to the indemnified party. In the event the indemnifying party elects to assume the defense of any such suit and retain such counsel, the indemnified party shall bear the fees and expenses of any additional counsel retained by the indemnified party.

  • General Indemnification Supplier agrees to protect, defend, indemnify and save DXC harmless from all sums, costs and expenses as a result of any and all loss, expense, damage, liability, claims, demands, either at law or in equity, resulting from any personal injury or death, or damages to property resulting directly or indirectly from the performance of Supplier hereunder.

  • General Indemnity In addition to the payment of expenses pursuant to Section 10.03, whether or not the transactions contemplated hereby shall be consummated, Borrower hereby agrees to indemnify, pay and hold Bank and any holder(s) of the Note, and the officers, directors, employees, agents and affiliates of Bank and such holder(s) (collectively, the "Indemnitees") harmless from and against any and all other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation, the reasonable fees and disbursements of counsel for such Indemnities in connection with any investigative, administrative or judicial proceeding commenced or threatened, whether or not such Indemnities shall be designated a party thereto), that may be imposed on, incurred by or asserted against the Indemnities, in any manner relating to or arising out of this Agreement, any of the other Transaction Documents or any other agreement, document or instrument executed and delivered by Borrower or any other Obligor in connection herewith or therewith, the statements contained in any commitment letters delivered by Bank, Bank's agreement to make the Loans hereunder or the use or intended use of the proceeds of any Loan hereunder (collectively, the "indemnified liabilities"); provided that Borrower shall have no obligation to an Indemnitee hereunder with respect to indemnified liabilities arising from the gross negligence or willful misconduct of that Indemnitee as determined by a court of competent jurisdiction. To the extent that the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence may be unenforceable because it is violative of any law or public policy, Borrower shall contribute the maximum portion that it is permitted to pay and satisfy under applicable law to the payment and satisfaction of all indemnified liabilities incurred by the Indemnities or any of them. The provisions of the undertakings and indemnification set out in this Section 10.05 shall survive satisfaction and payment of Borrower's Obligations and the termination of this Agreement.

  • General Indemnities 17.1 Currency In the event of any Finance Party receiving or recovering any amount payable under any of the Security Documents in a currency other than the Currency of Account, and if the amount received or recovered is insufficient when converted into the Currency of Account at the date of receipt to satisfy in full the amount due, the Borrower shall, on the Agent's written demand, pay to the Agent such further amount in the Currency of Account as is sufficient to satisfy in full the amount due and that further amount shall be due to the Agent on behalf of the Finance Parties as a separate debt under this Agreement.

  • Liability and Indemnification A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

  • Expenses Indemnity and Damage Waiver In the event of any litigation, arbitration or court proceeding between the Company and Warrantholder relating hereto, the provisions of Section 11.04 of the Credit Agreement shall apply.

  • Non Liability and Indemnification 19.01 Neither Landlord nor any agent or employee of Landlord shall be liable to Tenant for any injury or damage to Tenant or to any other person or for any damage to, or loss (by theft or otherwise) of, any property of Tenant or of any other person, irrespective of the cause of such injury, damage or loss, unless caused by or due to the negligence or willful misconduct of Landlord, its agents, contractors or employees occurring within the scope of their respective employments, it being understood that no property, other than such as might normally be brought upon or kept in the Demised Premises as incident to the reasonable use of the Demised Premises for the purpose herein permitted, will be brought upon or be kept in the Demised Premises. 19.02 Tenant shall indemnify and save harmless Landlord and its agents against and from (a) any and all claims, costs or expenses (including, but not limited to reasonable counsel fees) (i) arising from (x) the conduct or management of the Demised Premises or of any business therein by Tenant during the Term of this Lease, or (y) any work or thing whatsoever done, or any condition created by Tenant in or about the Demised Premises during the Term of this Lease or during the period of time, if any, prior to the Term Commencement Date that Tenant may have been given access to the Demised Premises if arising due to Tenant’s actions, or (ii) arising from any negligent or otherwise wrongful act of Tenant or any of its subtenants or licensees or its or their employees, agents or contractors, and (b) all costs, expenses and liabilities incurred in or in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything to the contrary, Tenant shall solely be obligated hereunder if such claims, costs or expenses arise in connection with Landlord’s negligence or willful misconduct but Tenant and Landlord shall have pari pasu liability based upon a determination of comparables fault. In case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord shall from time to time, pay all of Landlord’s costs and expenses incurred to resist and defend such action or proceeding. 19.03 Except as otherwise expressly provided in this Lease, this Lease and the obligations of Tenant hereunder shall be in no wise affected, impaired or excused because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations under this Lease by reason of strike, other labor trouble, governmental pre-emption or priorities or other controls in connection with a national other public emergency or shortages of fuel, supplies or labor resulting therefrom, acts of God or other like cause beyond Landlord’s reasonable control, and Tenant shall have no right of offset against any Fixed Rent or Additional Rent due hereunder for any reason whatsoever. Wherever in this Lease a party agrees to indemnify the other, the indemnitee shall give prompt notice to the indemnitor of any claim, shall cooperate with the indemnitor in defense of the claim thereof as may be reasonably required and shall not settle such claim without indemnitor’s prior written consent, not to be unreasonably withheld, delayed or conditioned.

  • Insurance Indemnification 7.1 The Independent Contractor shall maintain a policy or policies of liability insurance with coverages (including, but not limited to, professional liability coverage) that is/are sufficient to protect NCISD and the Independent Contractor against any claims, demands, causes of action, or damages arising out of the Independent Contractor’s performance of services under this Agreement. The limits of liability of such policy(ies) shall be in an amount acceptable to NCISD. Such policy(ies) (i) shall be written by companies authorized to issue such insurance policy(ies) in the State of Texas, (ii) shall and must name NCISD as an additional insured, and (iii) shall contain no specific limitations on the coverage afforded additional insureds. 7.2 THE INDEPENDENT CONTRACTOR SHALL INDEMNIFY, HOLD HARMLESS, SAVE, AND DEFEND NCISD AND NCISD’S OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTION, AND DAMAGES, INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEYS’ FEES AND EXPENSES, ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, THE PROVISION OF SERVICES BY THE INDEPENDENT CONTRACTOR, OR ANY NEGLIGENT OR INTENTIONAL ACTS OR OMISSIONS OF THE INDEPENDENT CONTRACTOR.

  • Additional Indemnification Provisions (a) With respect to each indemnification obligation under this Agreement (i) each such obligation shall be calculated on an After-Tax Basis and (ii) all Losses shall be net of any third-party insurance proceeds that have been recovered or are recoverable by the Indemnified Party in connection with the facts giving rise to the right of indemnification. (b) If an Indemnifying Party makes any payment for any Losses suffered or incurred by an Indemnified Party pursuant to the provisions of this Article VII, such Indemnifying Party shall be subrogated, to the extent of such payment, to all rights and remedies of the Indemnified Party to any insurance benefits or other claims of the Indemnified Party with respect to such Losses and with respect to the claim giving rise to such Losses. (c) The right to indemnification or other remedy based on any representations, warranties, obligations, covenants and agreements set forth in this Agreement or in any of the Ancillary Agreements, will not be affected by any investigation conducted with respect to, or any notice or knowledge acquired (or capable of being acquired), with respect to the accuracy or inaccuracy of or compliance with, any such representation, warranty, covenant or agreement; provided, however, that notwithstanding anything to the contrary contained herein, except as set forth on Section 7.7(c) of the ABI Disclosure Letter, ABI shall not have any liability relating to any breach of, or inaccuracy in, any representation or warranty made herein that, as of the date hereof, any Buyer Party had Knowledge of the breach or inaccuracy of the representation or warranty or of the facts relating to such breach or inaccuracy.

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