Common use of Indemnification of Judgment Currency Clause in Contracts

Indemnification of Judgment Currency. The Company and each Guarantor shall, to the fullest extent permitted by law, indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Note Indenture or such Security and being expressed and paid in a currency (the “Judgment Currency”) other than Dollars, and as a result of any variation between (i) the rate of exchange at which the Dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars with the amount of the Judgment Currency actually received by the Trustee or such Holder. If the amount of Dollars so purchased exceeds the amount originally to be paid to such Holder, such Holder agrees to pay to or for the account of the Company (with respect to payments made by the Company) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that such Holder shall not have any obligation to pay any such excess as long as a default by the Company or the Guarantors, as applicable in its obligations hereunder has occurred and is continuing, in which case such excess may be applied by such Holder to such obligations. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollars.

Indemnification of Judgment Currency. The Company and each Guarantor shall, to the fullest extent permitted by law, shall indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Note Indenture or such Security and being expressed and paid in a currency (the “Judgment Currency”) other than Dollarsthe Securities Currency , and as a result of any variation between (i) the rate of exchange at which the Dollar Securities Currency amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York, New York at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars the Securities Currency with the amount of the Judgment Currency actually received by the Trustee or such Holder. If Notwithstanding the preceding sentence, in the event that the amount of Dollars so the Securities Currency purchased by any Holder as a result of such indemnification exceeds the amount originally to be paid to such Holder, such Holder agrees shall reimburse such excess to pay to or for the account of the Company (with respect to payments made by the Company) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that such Holder shall not have any obligation to pay any such excess as long as a default by the Company or the Guarantors, as applicable in its obligations hereunder has occurred and is continuing, in which case such excess may be applied by such Holder to such obligations. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollarsthe Securities Currency.

Indemnification of Judgment Currency. The Company and each Guarantor shall, to the fullest extent permitted by law, indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Note Indenture or such Security and being expressed and paid in a currency (the “Judgment Currency”) other than DollarsEuros, and as a result of any variation between (i) the rate of exchange at which the Dollar Euro amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars Euros with the amount of the Judgment Currency actually received by the Trustee or such Holder. If the amount of Dollars Euros so purchased exceeds the amount originally to be paid to such Holder, such Holder agrees to pay to or for the account of the Company (with respect to payments made by the Company) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that such Holder shall not have any obligation to pay any such excess as long as a default by the Company or the Guarantors, as applicable in its obligations hereunder has occurred and is continuing, in which case such excess may be applied by such Holder to such obligations. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollarsEuros.

Indemnification of Judgment Currency. The Company and agrees to indemnify each Guarantor shall, Holder to the fullest full extent permitted by law, indemnify the Trustee and any Holder of a Security applicable law against any loss incurred by the Trustee or such Holder, as the case may be, Holder as a result of any judgment or order being given or made for any amount due under this such Note Indenture and such judgment or such Security and order being expressed and paid in a currency (the “Judgment Currency”) other than Dollars, Euros (the “Required Currency”) and as a result of any variation as between (ia) the rate of exchange at which the Dollar amount Required Currency is converted into the Judgment Currency for the purpose of such judgment or order and (iib) the spot rate of exchange in The City of New York London at which the Trustee or such Holder, as the case may be, Holder on the date of that payment of is made pursuant to such judgment or order is able to purchase Dollars the Required Currency with the amount of the Judgment Currency actually received by the Trustee or such Holder. If The Company’s obligations under this Agreement to make payments in the Required Currency (i) shall not be discharged or satisfied by any tender, or any recovery pursuant to any judgment, in any currency other than the Required Currency, except to the extent that such tender or recovery shall result in the actual receipt, by the payee, of the full amount of Dollars so purchased exceeds the amount originally Required Currency expressed to be paid to payable in respect of such Holderpayments, such Holder agrees to pay to (ii) shall be enforceable as an alternative or additional cause of action for the account purpose of recovering in the Required Currency the amount, if any, by which such actual receipt shall fall short of the Company full amount of the Required Currency so expressed to be payable and (with respect to payments made by the Companyiii) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that such Holder shall not have be affected by judgment being obtained for any obligation to pay any such excess as long as a default by the Company or the Guarantors, as applicable in its obligations hereunder has occurred and is continuing, in which case such excess may be applied by such Holder to such obligations. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollarsother sum due under this Agreement.

Indemnification of Judgment Currency. The Company and each the Guarantor shall, to the fullest extent permitted by law, shall indemnify the Trustee and any Holder of a Security Note against any loss incurred by the Trustee or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Note the Indenture or such Security Note and being expressed and paid in a currency (the “Judgment Currency”) other than Dollarseuro, and as a result of any variation between (i) the rate of exchange at which the Dollar euro amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York Frankfurt, Germany at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars euro with the amount of the Judgment Currency actually received by the Trustee or such Holder. If Notwithstanding the preceding sentence of this Section 302, in the event that the amount of Dollars so euro purchased by any Holder as a result of such indemnification exceeds the amount originally to be paid to such Holder, such Holder agrees to pay to or for the account of the Company (with respect to payments made by the Company) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that such Holder shall not have any obligation to pay any reimburse such excess as long as a default by to the Company or the GuarantorsGuarantor, as applicable in its obligations hereunder has occurred and is continuing, in which the case such excess may be applied by such Holder to such obligationsbe. The foregoing indemnity shall constitute a separate and independent obligation of the Company and the Guarantor and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollarseuro. Section 303. Governing Law; Waiver of Jury Trial (a) THIS SIXTH SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) EACH OF THE PARTIES HERETO (EXCEPT, FOR THE AVOIDANCE OF DOUBT, THE HOLDERS OF THE NOTES) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THIS SIXTH SUPPLEMENTAL INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Indemnification of Judgment Currency. Each reference in this Indenture to U.S. dollars, including by use of the symbol “U.S.$”, is of the essence. The Company Issuer and each Guarantor the Guarantors shall, jointly and severally, so long as they are not prohibited to the fullest extent permitted by lawdo so pursuant to any applicable law or regulation, indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee or such Holder, as the case may beit, as a result of any judgment or order being given or made for any amount expressed to be due to such person under this Indenture, such Note Indenture or such Security the Guarantees in U.S. dollars and being expressed and paid in a currency (the “Judgment Currency”) other than DollarsU.S. dollars, and as a result of any variation between (i) the rate of exchange at which the Dollar U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York City at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars U.S. dollars with the amount of the Judgment Currency actually received by the Trustee or such Holder. If the amount of Dollars U.S. dollars so purchased exceeds are greater than the amount originally due to be paid to such Holder, the Trustee or such Holder hereunder, the Trustee or such Xxxxxx agrees to pay to or for the account of the Company (with respect to payments made by the Company) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that such Holder shall not have any obligation to pay any such excess as long as a default by the Company Issuer or the Guarantors, as applicable in its obligations hereunder has occurred and is continuingthe case may be, in which case such an amount equal to the excess may be applied by of the U.S. dollars so purchased over the amount originally due to the Trustee or such Holder to such obligationshereunder. The foregoing indemnity shall constitute a separate and independent obligation from the other obligations of the Company Issuer and the Guarantors; shall give rise to a separate and independent cause of action; shall continue in full force and effect notwithstanding despite any such judgment other judgment, order, claim or order as aforesaidproof for a liquidated amount in respect of any sum due under any Note or the Guarantees or any other judgment; and shall apply irrespective of any waiver or indulgence granted by the Trustee or any Holder. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States U.S. dollars. The provisions of this Section 12.14 shall survive the satisfaction and discharge of this Indenture.

Indemnification of Judgment Currency. The Company and each Guarantor the Subsidiary Guarantors shall, to the fullest extent permitted by law, jointly and severally, indemnify the Trustee and any Holder of a Security Note against any loss incurred by the Trustee or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Note Indenture Indenture, the Registration Rights Agreement or such Security Note and being expressed and paid in a currency (the “Judgment Currency”) other than Dollars, and as a result of any variation between (ia) the rate of exchange at which the Dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (iib) the spot rate of exchange in The City of New York at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars with the amount of the Judgment Currency actually received by the Trustee or such Holder. If the amount of Dollars so purchased exceeds the amount originally to be paid to such Holder, such Holder agrees to pay to or for the account of the Company (with respect to payments made by the Company) and the Subsidiary Guarantors (with respect to payments made by the Subsidiary Guarantors) such excess; provided, that such Holder shall not have any obligation to pay any such excess as long as a default by the Company or the Subsidiary Guarantors, as applicable in its obligations hereunder has occurred and is continuing, in which case such excess may be applied by such Holder to such obligations. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, of or conversion into, United States of America dollars.

Indemnification of Judgment Currency. The Company and each Guarantor shall, to the fullest extent permitted by law, shall indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Note Indenture or such Security and being expressed and paid in a currency (the “Judgment Currency”) other than DollarsDollars or such other currency in which such Security is denominated (the “Security Currency”), and as a result of any variation between (i) the rate of exchange at which the Dollar Security Currency amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York City at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars the Security Currency with the amount of the Judgment Currency actually received by the Trustee or such Holder. If Notwithstanding the preceding sentence of this Section 1010, in the event that the amount of Dollars so the Security Currency purchased by any Holder as a result of such indemnification exceeds the amount originally to be paid to such Holder, such Holder agrees shall reimburse such excess to pay to or for the account of the Company (with respect to payments made by the Company) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that such Holder shall not have any obligation to pay any such excess as long as a default by the Company or the Guarantors, as applicable in its obligations hereunder has occurred and is continuing, in which case such excess may be applied by such Holder to such obligations. The foregoing indemnity shall constitute a separate and independent obligation of the Company and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollarsthe Security Currency.

Indemnification of Judgment Currency. The Company and each the Guarantor shall, to the fullest extent permitted by law, shall indemnify the Trustee and any Holder of a Security Note against any loss incurred by the Trustee or such Holder, as the case may be, as a result of any judgment or order being given or made for any amount due under this Note the Indenture or such Security Note and being expressed and paid in a currency (the “Judgment Currency”) other than Dollarseuro, and as a result of any variation between (i) the rate of exchange at which the Dollar euro amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York Frankfurt, Germany at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars euro with the amount of the Judgment Currency actually received by the Trustee or such Holder. If Notwithstanding the preceding sentence of this Section 302, in the event that the amount of Dollars so euro purchased by any Holder as a result of such indemnification exceeds the amount originally to be paid to such Holder, such Holder agrees to pay to or for the account of the Company (with respect to payments made by the Company) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that such Holder shall not have any obligation to pay any reimburse such excess as long as a default by to the Company or the GuarantorsGuarantor, as applicable in its obligations hereunder has occurred and is continuing, in which the case such excess may be applied by such Holder to such obligationsbe. The foregoing indemnity shall constitute a separate and independent obligation of the Company and the Guarantor and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States dollarseuro. Section 303. Governing Law; Waiver of Jury Trial (a) THIS FIFTH SUPPLEMENTAL INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. (b) EACH OF THE PARTIES HERETO (EXCEPT, FOR THE AVOIDANCE OF DOUBT, THE HOLDERS OF THE NOTES) HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE BASE INDENTURE, THIS FIFTH SUPPLEMENTAL INDENTURE, THE NOTES, THE GUARANTEES OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Indemnification of Judgment Currency. Each reference in this Indenture to U.S. dollars, including by use of the symbol “U.S.$”, is of the essence. The Company Issuer and each the Guarantor shall, jointly and severally, so long as they are not prohibited to the fullest extent permitted by lawdo so pursuant to any applicable law or regulation, indemnify the Trustee and any Holder of a Security against any loss incurred by the Trustee or such Holder, as the case may beit, as a result of any judgment or order being given or made for any amount expressed to be due to such person under this Indenture, such Note Indenture or such Security the Guarantee in U.S. dollars and being expressed and paid in a currency (the “Judgment Currency”) other than DollarsU.S. dollars, and as a result of any variation between (i) the rate of exchange at which the Dollar U.S. dollar amount is converted into the Judgment Currency for the purpose of such judgment or order and (ii) the spot rate of exchange in The City of New York City at which the Trustee or such Holder, as the case may be, on the date of payment of such judgment or order is able to purchase Dollars U.S. dollars with the amount of the Judgment Currency actually received by the Trustee or such Holder. If the amount of Dollars U.S. dollars so purchased exceeds are greater than the amount originally due to be paid to the Trustee or such HolderHolder hereunder, the Trustee or such Holder agrees to pay to the Issuer or for the account Guarantor, as the case may be, an amount equal to the excess of the Company (with respect U.S. dollars so purchased over the amount originally due to payments made by the Company) and the Guarantors (with respect to payments made by the Guarantors) such excess; provided, that Trustee or such Holder shall not have any obligation to pay any such excess as long as a default by the Company or the Guarantors, as applicable in its obligations hereunder has occurred and is continuing, in which case such excess may be applied by such Holder to such obligationshereunder. The foregoing indemnity shall constitute a separate and independent obligation from the other obligations of the Company Issuer and the Guarantor; shall give rise to a separate and independent cause of action; shall continue in full force and effect notwithstanding despite any such judgment other judgment, order, claim or order as aforesaidproof for a liquidated amount in respect of any sum due under any Note or the Guarantee or any other judgment; and shall apply irrespective of any waiver or indulgence granted by the Trustee or any Holder. The term “spot rate of exchange” shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, United States U.S. dollars. The provisions of this Section 12.14 shall survive the satisfaction and discharge of this Indenture.