Common use of Indemnification: Disclaimers, etc Clause in Contracts

Indemnification: Disclaimers, etc. (a) The Issuer shall be liable for and shall reimburse and indemnify the Security Agents and hold the Security Agents and their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, losses, liabilities, costs, damages, penalties, actions, judgments, suits, costs, disbursements or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Indenture or being Security Agents hereunder (including but not limited to Losses incurred by the Security Agents in connection with their successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on their part), provided, however, that nothing contained herein shall require the Security Agents or their respective officers, directors, agents, employees or representatives to be indemnified for Losses caused by its or their own gross negligence or willful misconduct. (b) No provision of this Indenture and the Security Documents shall require any Security Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the Security Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. (c) The Security Agents shall have no liability (whether sounding in tort, contract or otherwise) for losses in connection with, arising out of, or in any way related to, performance by the Security Agents under any of the Security Documents and/or the relationship established by this Indenture, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of competent jurisdiction that is binding on the Security Agents that such losses were the result of acts or omission on the part of the Security Agents or their respective officers, directors, agents, employees and representatives constituting gross negligence or willful misconduct. (d) Without prejudice to any other provision of this Article XI, the Security Agents and the Issuer agree that the Trustee shall have no liability to the Security Agents or the Issuer (whether sounding in tort, contract or otherwise) hereunder except in its capacity as Trustee under, and as provided for in, this Indenture.

Indemnification: Disclaimers, etc. (a) The Issuer shall be liable for and shall reimburse and indemnify each of the Security Agents and hold each of the Security Agents and their its respective officers, directors, agents, employees and representatives harmless from and against any and all claims, losses, liabilities, costs, damages, penalties, actions, judgments, suits, costs, disbursements or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Indenture or being Security Agents hereunder (including but not limited to Losses incurred by each of the Security Agents in connection with their its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on their part), provided, however, that nothing contained herein shall require each of the Security Agents or their its respective officers, directors, agents, employees or representatives to be indemnified for Losses caused by its their or their own gross negligence or willful misconduct. (b) No provision of this Indenture and the Security Documents shall require any Security Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the Security Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. (c) The Security Agents shall have no liability (whether sounding in tort, contract or otherwise) for losses in connection with, arising out of, or in any way related to, performance by the Security Agents under any of the Security Documents and/or the relationship established by this Indenture, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of competent jurisdiction that is binding on the Security Agents that such losses were the result of acts or omission on the part of the Security Agents or their respective officers, directors, agents, employees and representatives constituting gross negligence or willful misconduct. (d) Without prejudice to any other provision of this Article XI, the Security Agents and the Issuer agree that the Trustee shall have no liability to the Security Agents or the Issuer (whether sounding in tort, contract or otherwise) hereunder except in its capacity as Trustee under, and as provided for in, this Indenture.

Indemnification: Disclaimers, etc. (a) The Issuer shall be liable for and shall reimburse and indemnify the Security Agents Collateral Agent and hold the Security Agents and their respective officers, directors, agents, employees and representatives Collateral Agent harmless from and against any and all claims, losses, liabilities, costs, damages, penalties, actions, judgments, suits, costs, disbursements damages or expenses (including reasonable attorney’s 's fees and expenses) (collectively, “"Losses”") arising from or in connection with or related to this Indenture Agreement or being Security Agents Collateral Agent hereunder (including but not limited to Losses incurred by the Security Agents Collateral Agent in connection with their its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on their its part), provided, however, that nothing contained herein shall require the Security Agents or their respective officers, directors, agents, employees or representatives Collateral Agent to be indemnified for Losses caused by its or their own gross negligence or willful misconduct. (b) No provision of this Indenture Agreement and the Security Collateral Documents shall require any Security the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the Security Collateral Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) The Security Agents shall have no liability THE COLLATERAL AGENT SHALL HAVE NO LIABILITY (whether sounding in tortWHETHER SOUNDING IN TORT, contract or otherwiseCONTRACT OR OTHERWISE) for losses in connection withFOR LOSSES IN CONNECTION WITH, arising out ofARISING OUT OF, or in any way related toOR IN ANY WAY RELATED TO, performance by the Security Agents under any of the Security Documents and/or the relationship established by this IndenturePERFORMANCE BY THE COLLATERAL AGENT UNDER ANY OF THE COLLATERAL DOCUMENTS AND/OR THE RELATIONSHIP ESTABLISHED BY THIS AGREEMENT, or any actOR ANY ACT, omission or event occurring in connection therewithOMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, unless it is determined by a final and nonappealable judgment of a court of competent jurisdiction that is binding on the Security Agents that such losses were the result of acts or omission on the part of the Security Agents or their respective officersUNLESS IT IS DETERMINED BY A FINAL AND NONAPPEALABLE JUDGMENT OF A COURT OF THE COMPETENT JURISDICTION THAT IS BINDING ON THE COLLATERAL AGENT THAT SUCH LOSSES WERE THE RESULT OF ACTS OR OMISSIONS ON THE PART OF THE COLLATERAL AGENT OR ITS OFFICERS, directorsDIRECTORS, agentsAGENTS, employees and representatives constituting gross negligence or willful misconductEMPLOYEES AND REPRESENTATIVES CONSTITUTING GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. (d) Without prejudice to any other provision of this Article XIWITHOUT PREJUDICE TO ANY OTHER PROVISION OF THIS SECTION 6, the Security Agents and the Issuer agree that the Trustee shall have no liability to the Security Agents or the Issuer THE COLLATERAL AGENT AND THE ISSUER AGREE THAT THE TRUSTEE SHALL HAVE NO LIABILITY TO THE COLLATERAL AGENT OR THE ISSUER (whether sounding in tortWHETHER SOUNDING IN TORT, contract or otherwiseCONTRACT OR OTHERWISE) hereunder except in its capacity as Trustee underHEREUNDER, and as provided for inEXCEPT IN ITS CAPACITY AS TRUSTEE UNDER, this IndentureAND AS PROVIDED FOR IN, THE INDENTURE.

Indemnification: Disclaimers, etc. (a) The Issuer shall be liable for and shall reimburse and indemnify the Security Agents Securities Agent and hold each of the Security Agents Securities Agent and the Trustee (which shall include, for the purposes of this Section 7, their respective officers, employees, agents and directors, agents, employees and representatives ) harmless from and against any and all claims, losses, liabilities, costs, damages, penalties, actions, judgments, suitstaxes, costs, disbursements damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Indenture Agreement or being Security Agents Securities Agent hereunder (including but not limited to Losses incurred by the Security Agents Securities Agent in connection with their its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on their its part), ; provided, however, that nothing contained herein the Securities Agent shall require the Security Agents or their respective officers, directors, agents, employees or representatives to not be indemnified for Losses caused by its or their own gross negligence or willful misconduct, for which it shall indemnify the Trustee and the Issuer for any costs or expenses of any kind whatsoever incurred by them. (b) No provision of this Indenture Agreement and the Security Kazakhstan Documents shall require any Security the Securities Agent or the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the Security Kazakhstan Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) The Security Agents Securities Agent shall have no liability (whether sounding in tort, contract or otherwise) for losses in connection with, arising out of, or in any way related to, performance by the Security Agents Securities Agent under any of the Security Kazakhstan Documents and/or the relationship established by this IndentureAgreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of the competent jurisdiction that is binding on the Security Agents Securities Agent that such losses were the result of acts or omission omissions on the part of the Security Agents or their respective officers, directors, agents, employees and representatives Securities Agent constituting gross negligence or willful misconductmisconduct in connection with the performance by the Securities Agent hereunder or under the Kazakhstan Documents, or otherwise. (d) Without prejudice to any other provision of this Article XISection 7, the Security Agents Securities Agent and the Issuer agree that the Trustee shall have no liability to the Security Agents Securities Agent or the Issuer (whether sounding in tort, contract or otherwise) hereunder except in its capacity as Trustee under, and as provided for in, this Indenturehereunder.

Indemnification: Disclaimers, etc. (a) The Issuer Issuers shall be liable for and shall reimburse and indemnify the Security Agents Securities Agent and hold each of the Security Agents Securities Agent, the Original Trustee, the New Trustee and the Collateral Agent (which shall include, for the purposes of this Section 7, their respective officers, employees, agents and directors, agents, employees and representatives ) harmless from and against any and all claims, losses, liabilities, costs, damages, penalties, actions, judgments, suitstaxes, costs, disbursements damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Indenture Agreement or being Security Agents Securities Agent hereunder (including but not limited to Losses incurred by the Security Agents Securities Agent in connection with their its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on their its part), ; provided, however, that nothing contained herein the Securities Agent shall require the Security Agents or their respective officers, directors, agents, employees or representatives to not be indemnified for Losses caused by its or their own gross negligence or willful misconduct, for which it shall indemnify each Secured Party and the Issuers for any costs or expenses of any kind whatsoever incurred by them. (b) No provision of this Indenture and Agreement or the Security Kazakhstan Documents shall require the Securities Agent or any Security Agent Secured Party to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the Security Kazakhstan Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) The Security Agents Securities Agent shall have no liability (whether sounding in tort, contract or otherwise) for losses in connection with, arising out of, or in any way related to, performance by the Security Agents Securities Agent under any of the Security Kazakhstan Documents and/or the relationship established by this IndentureAgreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of competent jurisdiction that is binding on the Security Agents Securities Agent that such losses were the result of acts or omission omissions on the part of the Security Agents or their respective officers, directors, agents, employees and representatives Securities Agent constituting gross negligence or willful misconductmisconduct in connection with the performance by the Securities Agent hereunder or under the Kazakhstan Documents, or otherwise. (d) Without prejudice to any other provision of this Article XISection 7, the Security Agents Securities Agent and the Issuer Issuers agree that the Trustee no Secured Party shall have no any liability to the Security Agents Securities Agent or the Issuer Issuers (whether sounding in tort, contract or otherwise) hereunder except in its capacity as Trustee under, and as provided for in, this Indenturehereunder.

Indemnification: Disclaimers, etc. (a) The Issuer shall be liable for and shall reimburse and indemnify the Security Agents and hold the Security Agents and their respective officers, directors, agents, employees and representatives harmless from and against any and all claims, losses, liabilities, costs, damages, penalties, actions, judgments, suits, costs, disbursements or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Indenture or being Security Agents hereunder (including but not limited to Losses incurred by the Security Agents in connection with their successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on their part), provided, however, that nothing contained herein shall require the Security Agents or their respective officers, directors, agents, employees or representatives to be indemnified for Losses caused by its or their own gross negligence or willful misconduct. (b) No provision of this Indenture and the Security Documents shall require any the Security Agent Agents to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the Security Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it. (c) The Security Agents shall have no liability (whether sounding in tort, contract or otherwise) for losses in connection with, arising out of, or in any way related to, performance by the Security Agents under any of the Security Documents and/or the relationship established by this Indenture, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of competent jurisdiction that is binding on the Security Agents that such losses were the result of acts or omission on the part of the Security Agents or their respective officers, directors, agents, employees and representatives constituting gross negligence or willful misconduct. (d) Without prejudice to any other provision of this Article XI, the Security Agents and the Issuer agree that the Trustee shall have no liability to the Security Agents or the Issuer (whether sounding in tort, contract or otherwise) hereunder except in its capacity as Trustee under, and as provided for in, this Indenture.

Indemnification: Disclaimers, etc. (a) The Issuer Company shall be liable for and shall reimburse and indemnify the Note Security Agents Agent and hold the Note Security Agents Agent and their respective its officers, directors, agents, employees and representatives harmless from and against any and all claims, losses, liabilities, costs, damages, penalties, actions, judgments, suits, costs, disbursements or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Indenture or being Note Security Agents Agent hereunder (including but not limited to Losses incurred by the Note Security Agents Agent in connection with their its successful defense, in whole or in part, of any claim of gross negligence or willful misconduct on their its part), provided, however, that nothing contained herein shall require the Note Security Agents Agent or their respective its officers, directors, agents, employees or representatives to be indemnified for Losses caused by its or their own gross negligence or willful misconduct. (b) No provision of this Indenture and the Note Security Documents shall require any the Note Security Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the Note Security Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (c) The Note Security Agents Agent shall have no liability (whether sounding in tort, contract or otherwise) for losses in connection with, arising out of, or in any way related to, performance by the Note Security Agents Agent under any of the Note Security Documents and/or the relationship established by this Indenture, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of competent jurisdiction that is binding on the Note Security Agents Agent that such losses were the result of acts or omission on the part of the Note Security Agents Agent or their respective its officers, directors, agents, employees and representatives constituting gross negligence or willful misconduct. (d) Without prejudice to any other provision of this Article XIXII, the Note Security Agents Agent and the Issuer Company agree that the Trustee shall have no liability to the Note Security Agents Agent or the Issuer Company (whether sounding in tort, contract or otherwise) hereunder except in its capacity as Trustee under, and as provided for in, this Indenture.