Indemnities and Expenses Sample Clauses
Indemnities and Expenses. 12.1 The Guarantor shall pay to the Security Trustee on demand, and indemnify and keep each Bank indemnified against, all costs, charges, expenses, claims, liabilities, losses, duties and fees (including, but not limited to, legal fees and expenses on a full indemnity basis) and taxes thereon suffered or incurred by the Security Trustee:
12.1.1 in the negotiation, preparation, printing, execution and registration of this Guarantee and the other Security Documents;
12.1.2 in the enforcement or preservation or the attempted enforcement or preservation of any of the rights and powers of the Security Trustee under this Guarantee or of the security constituted by the Security Documents;
12.1.3 in connection with any actual or proposed amendment or release of or supplement to this Guarantee, or with any request to the Security Trustee to grant any consent or waiver in respect of any provision of this Guarantee, whether or not the same is given;
12.1.4 arising out of any act or omission made by the Banks (or any of them) in good faith in connection with any of the matters dealt with in this Guarantee.
12.2 The Guarantor shall pay any and all stamp, documentary, registration and like taxes or charges imposed by governmental authorities in relation to this Guarantee and shall indemnify each Bank against any and all liabilities with respect to, or resulting from, delay or omission on the part of the Guarantor to pay such taxes or charges.
12.3 If any sum due from the Guarantor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of making or filing a claim or proof against the Guarantor or obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, the Guarantor shall as an independent obligation, within 3 Banking Days of demand, indemnify each Bank to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (a) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (b) the rate or rates of exchange available to that Bank at the time of its receipt of that Sum.
12.4 The indemnities contained in the Finance Documents shall continue in full force and effect after the full and final discharge of...
Indemnities and Expenses. The obligation of the Grantor to pay the costs and expenses of, and to indemnify, defend and hold harmless, the Collateral Agent, its agents, officers, directors and representatives and the other Secured Parties under and in connection with this Agreement shall be as provided in Section 2.4 of the Intercreditor Agreement as in effect as of the date hereof. No amendment to such Section 2.4 or termination of the Intercreditor Agreement shall affect the provisions of this Section 9.16 unless such amendment or termination shall have been consented to by the parties to this Agreement in accordance with the provisions hereof and of the other Finance Documents.
Indemnities and Expenses. The Pledgor shall be liable to indemnify the Pledgeholder on demand against any loss or expense sustained or incurred by the Pledgeholder as a result of:
(i) a failure by the Pledgor to perform any of its obligations under this Amendment Agreement; or
(ii) any representation or warranty made in this Amendment Agreement by the Pledgor having been untrue, incorrect or misleading when made.
Indemnities and Expenses. 11.01 The Obligors shall indemnify the Bank, without prejudice to any of the Bank's other rights hereunder, against any loss or expense which the Bank shall certify as sustained or incurred by it as a consequence of (i) any default in payment by the Obligors of any sum under this Agreement when due, (ii) any Event of Default, (iii) any prepayment of the Loan or part thereof being made under Clauses 4.02, 4.03, 12.01, 12.02 or 12.03 otherwise than on an Interest Payment Date or (iv) the Loan not being made for any reason (including failure to fulfill any of the conditions precedent set out in Schedule 2 but excluding any default by the Bank) after a Drawdown Notice has been given, including, in any such case, but not limited to, any loss or expenses sustained or incurred in maintaining or funding the Commitment or any part thereof or in liquidating or re-employing deposits from third parties acquired to effect or maintain the Loan or any part thereof.
11.02 No payment to the Bank under this Agreement pursuant to any judgment or order of any court or otherwise shall operate to discharge the obligations of the Obligors in respect of which it was made unless and until payment in full shall have been received in the currency in which the relevant sum is payable hereunder ("the Relevant Currency") and to the extent that the amount of any such payment shall on actual conversion into the Relevant Currency fall short of the amount of the relevant obligation expressed in the Relevant Currency the Bank shall have a further separate cause of action against the Obligors for the recovery of such sum as shall after conversion into the Relevant Currency be equal to the amount of the shortfall.
11.03 The Obligors shall pay all stamp, documentary, registration or other like duties (including any duties payable by the Bank) imposed on or in connection with this Agreement and/or any of the Security Documents or the Loan and shall indemnify the Bank against any liability arising by reason of any delay or omission by the Obligors to pay such duties.
11.04 The obligation of the Obligors to pay any amount pursuant to this Clause 11 shall constitute a separate and independent obligation of the Obligors from their other obligations hereunder and shall not be affected by any indulgence granted by the Bank or by judgment being obtained for any other sums due under this Agreement and/or any of the Security Documents, and no proof or evidence of any actual loss shall be required by the...
Indemnities and Expenses. 27 SECTION 9.15. Entire Agreement ............................................... 27 SECTION 9.16.
Indemnities and Expenses. (a) The Borrower shall, whether or not the transactions herein contemplated are consummated, pay the reasonable fees and expenses of the Independent Enginier, the Insurance Consultant, Winston & Xxxxxx, special counsel to Eximbank, and Xxxxxxxx Xxxxx Tan Panteleon & San Xxxx, special Philippine counsel to Eximbank and the law firms referred to in Sections 5.01(b) and 5.02(b), and all reasonable costs and expenses incurred by Eximbank, incurred in connection with (i) the preparation, printing, execution, delivery, administration, registration (where appropriate) or enforcement of this Agreement, the Eximbank Note, the Eximbank Guarantee Agreement and the other Financing Documents and any other documents related thereto (including the Legal Opinions); (ii) any amendment or modification to, preservation of rights under, or waiver in connection with, the Financing Documents or any such other document; and (iii) the registration (where appropriate) and the delivery of the evidences of Indebtedness relating to the Eximbank Credit and the Disbursement thereof.
(b) The Borrower Shall, whether or not the transactions herein contemplated are consummated, (i) pay and hold Eximbank harmless from and against any and all present and future stamp and other similar taxes and documentary or registration fees with respect to the matters referred to in the foregoing clause (a) and save Eximbank harmless from and against any and all liabilities with respect to or resulting from any delay or omission (other than to the extent attributable to Eximbank) to pay such taxes or fees; and (ii) indemnify Eximbank and each of its respective officers, directors, employees, representatives, attorneys and agents from and hold each of them harmless against any and all liabilities incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not Eximbank is a party thereto) related to the entering into and/or performance of this Agreement, the Eximbank Note, the Eximbank Guarantee Agreement or any other Project Document or the use of the proceeds of the Eximbank Credit or the consummation of any transactions contemplated herein or in any other Project Document, including, without limitation, the reasonable fees and disbursements of counsel selected by such indemnified party incurred in connection with any such investigation, litigation or other proceeding or in connection with enforcing the...
Indemnities and Expenses. 67 Section 11.08. Right of Setoff.........................................................................69 Section 11.09. Benefit of Agreement....................................................................69 Section 11.10. No Waiver; Remedies Cumulative..........................................................69 Section 11.11. Severability........................................................................... 70 Section 11.12. English Language........................................................................70 Section 11.13. Calculations; Computations .............................................................70 Section 11.14. Survival................................................................................70 Section 11.15. Amendments..............................................................................70 Section 11.16. Counterparts............................................................................70 Section 11.17. Notices.................................................................................71 Section 11.18. Judgment Currency.......................................................................73
Indemnities and Expenses. 45 SECTION 7.04 SURVIVAL...................................................46
Indemnities and Expenses. (a) The Mortgagor shall be liable to indemnify the Mortgagee on demand against any loss or expense sustained or incurred by the Mortgagee as a result of:
(i) a failure by the Mortgagor to perform any of its obligations under this Agreement; or
(ii) any representation or warranty made in this Agreement by the Mortgagor having been untrue, incorrect or misleading when made.
(b) The indemnities contained in this Section 14.06 shall survive the termination of this Agreement.
Indemnities and Expenses. 11.1 The Grantor will hold the Lending Party harmless with regard to any claim, loss and liability arising or resulting from this Deed (including enforcement thereof), provided that it is duly documented and reasonably sustained, without prejudice to anything ensuing from serious negligence or fraudulent intention of said party.
11.2 Upon the Agent Bank’s written request, the Grantor will pay the latter an amount equal to each cost, expense, tax or duty, provided they are suitably documented, including outlays and fees of the consultants of the Lending Party and of any notary public, expert, agent that the Agent Bank may incur in relation to the sale or to other form of realisation of the Stocks or to exercise of any right of the Lending Party pursuant to this Deed of Pledge or to omission or default of the Grantor of the Pledge, even of just some of the provisions of this Deed of Pledge.
11.3 It is understood that all the tax charges and registration costs for this Deed of Pledge as well as the costs required for fulfilling any of the formalities set forth in Article 5 above (CREATION AND ANNOTATION OF THE PLEDGE) will be borne by the Grantor with the exception of the charges arising from and/or related to assignment of the Loan or of the Loan Agreement, pursuant to Article 22 of said agreement, which will be fully incurred by the Secured Creditors. This Deed of Pledge is also exempt from tax and duty as related to the creation of a finance guarantee pursuant to Presidential Decree No. 601 of September 29, 1973