Indemnities. (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower. (b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document). (c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above. (d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee. (e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part. (f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including: (i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person; (ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group; (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; (iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person; (v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security; (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or (vii) any insolvency or similar proceedings.
Appears in 3 contracts
Samples: Facility Agreement (Rockwood Specialties Group Inc), Facility Agreement (Rockwood Specialties Group Inc), Facility Agreement (Rockwood Specialties Group Inc)
Indemnities. (a) Each The Company or the relevant Borrower shall must immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the that Issuing Bank (otherwise than in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by reason the gross negligence or wilful misconduct of the Issuing Bank’s .
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconductmisconduct of the Issuing Bank) in acting as the an Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and shall will instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or Bank Guarantee. On receipt prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender shall must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its Proportion share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the amount Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Company or the Borrower which requested a the relevant Letter of Credit or Bank Guarantee shall must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.5 7.3 (Indemnities) in respect of that such Letter of Credit or Bank GuaranteeCredit.
(ef) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fg) The obligations of any the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (without limitation and Indemnities) (whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(viiviii) any insolvency or similar proceedings.
Appears in 3 contracts
Samples: Credit Facilities Agreement (Amec PLC), Credit Facilities Agreement (Amec PLC), Credit Facilities (Amec PLC)
Indemnities. (a) A Borrower must promptly on demand indemnify the Issuing Bank, the Facility Agent and each Lender on whose behalf a Documentary Credit was issued by the Facility Agent against any loss or liability which the Issuing Bank, the Facility Agent or such Lender incurs under or in connection with any Documentary Credit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence, wilful misconduct or breach of contract of the Issuing Bank, the Facility Agent or such Lender. Such Borrower must also pay interest under Subclause 12.4 (Interest on overdue amounts) on the amount of any such loss or liability of the Issuing Bank or any such Lender for the period between payment by the Issuing Bank or any such Lender and reimbursement by the Borrower (provided that if the Issuing Bank or any such Lender does not make demand on the relevant Borrower until after the day of payment by the Issuing Bank or such Lender, the rate of interest under Subclause 12.4 (Interest on overdue amounts) in relation to such amount shall be reduced by 1.00% for the period up to the making of such demand).
(b) Each Borrower shall immediately Lender must promptly on demand indemnify the Issuing Bank against its share of any cost, loss or liability incurred which the Issuing Bank incurs under or in connection with any Documentary Credit issued by the Issuing Bank and which has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence, wilful misconduct or breach of contract of the Issuing Bank.
(c) A Lender’s share of the liability or loss referred to in sub-paragraph (b) above will be its Pro Rata Share on the Utilisation Date, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(i) Unless the Issuing Bank has confirmed in writing to any Lender (not being an Original Lender) that it would not require such Lender to make any deposit with it, the Issuing Bank may require that any such Lender (which has a long term credit rating of less than A- (when rated by Standard and Poor’s Rating Services) or A3 (when rated by Xxxxx’x Investor Services Inc.)) deposits (free of Security Interests or third party claims) with the Issuing Bank prior to 10.00 a.m. on the Utilisation Date for any Documentary Credit to be issued by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter later within 3 Business Days of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of any such request by the Issuing Bank) an amount equal to its Proportion the maximum potential liability of such Lender to the amount demanded Issuing Bank under paragraph (b) abovethis Subclause 7.5 in respect of such Documentary Credit.
(dii) The Borrower which requested a Letter Issuing Bank shall be entitled to apply such deposit (by application of funds, set-off, combination of accounts or otherwise as the Issuing Bank shall determine) against amounts due to it from such Lender under this Subclause 7.5.
(iii) Any such deposit shall be on terms that the Issuing Bank shall only be required to repay such deposit to or to the order of such Lender on the expiry (if no demand has then been made under such Documentary Credit) or repayment in full of the relevant Documentary Credit or on compliance in full by such Lender with its obligations to the Issuing Bank Guarantee under this Subclause 7.5.
(iv) Any such deposit shall immediately be denominated in the same currency as the relevant Documentary Credit and shall bear interest at a rate, determined by the Issuing Bank to be 0.125 per cent. per annum below that at which it can redeposit the funds with lending banks in the relevant interbank market for appropriate periods (as calculated on the aggregate amount of the deposit, on the basis of a year of 360 days for the actual number of days elapsed). Such interest shall be payable (subject to deduction of Tax if so required by applicable law) by the Issuing Bank to such Lender quarterly in arrears (or as otherwise agreed) until repayment of the deposit or application of the deposit by the Issuing Bank against the obligations of such Lender to it under this Subclause 7.5.
(e) The relevant Borrower must promptly on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause Subclause 7.5 (Indemnitiesother than pursuant to paragraph (d) above). Such Borrower must also pay interest under Subclause 12.4 (Interest on overdue amounts) on the amount of any such payment by a Lender for the period between payment by such Lender and the date of reimbursement by the Borrower (provided that if the Issuing Bank or any such Lender does not make demand on the relevant Borrower until after the day of payment by the Issuing Bank or such Lender, the rate of interest under Subclause 12.4 (Interest on overdue amounts) in respect relation to such amount shall be reduced by 1.00% for the period up to the making of that Letter of Credit or Bank Guaranteesuch demand).
(ef) The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeDocumentary Credit, regardless of any intermediate payment or discharge in whole or in part.
(fg) The obligations of the Borrowers and any Lender under this Clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Senior Finance Document, any Letter of Documentary Credit or Bank Guarantee or any other document or security;; or
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Letter of Credit, any Bank Guarantee Documentary Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 3 contracts
Samples: Senior Credit Facility (Smurfit Kappa Funding PLC), Senior Credit Facility Agreement (JSG Funding PLC), Senior Credit Facility (Smurfit Kappa Acquisitions)
Indemnities. (a) Each Borrower shall must immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit requested by reason it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) must immediately on demand indemnify the Issuing Bank against its share of any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit and which has not been paid for by reason an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents A Lender’s share of the liability or any applicable law) loss referred to comply with in paragraph (b) above), then that Lender above will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, its Pro rata Share on the date Utilisation Date of the relevant Letter of Credit Credit, adjusted to reflect any subsequent assignment or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of transfer under this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The relevant Borrower which requested a Letter of Credit or Bank Guarantee shall must immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeSubclause.
(e) The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or that Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(viiviii) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Finance Agreement, Credit Facilities Agreement (Imperial Tobacco Group PLC)
Indemnities. (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 14.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Rockwood Holdings, Inc.), Amendment and Restatement Agreement (Rockwood Holdings, Inc.)
Indemnities. (a) Each Borrower shall must immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit requested by reason it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Tranche D Lender shall (according to its Proportion) must immediately on demand (to be issued directly by the Issuing Bank) directly indemnify the Issuing Bank against its share of any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit and which has not been paid for by reason an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (The Facility Agent must, upon request by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal , provide to its Proportion the Issuing Bank any relevant details of each Tranche D Lender for the amount demanded purposes of issuing a demand under paragraph (b) above.
(d) The Borrower which requested a A Tranche D Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Issuing Bank Guarantee shall must promptly notify the Facility Agent:
(i) upon issuing a demand pursuant to paragraph (b) above; and
(ii) upon receipt from a Tranche D Lender of any amounts referred to under paragraph (b) above.
(f) The relevant Borrower must immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeSubclause.
(eg) The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or that Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fh) The obligations of any each Borrower and each Lender under this Clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets (present or future) of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(viiviii) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Credit Agreement (TTM Technologies Inc), Credit Agreement (TTM Technologies Inc)
Indemnities. (a) Each Borrower shall immediately on demand Cytogen agrees to indemnify the Issuing Bank against and hold Laureate harmless from any costdamages, loss liabilities, losses and expenses (including, without limitation, reasonable attorneys' fees in seeking indemnification hereunder or liability incurred any claim by the Issuing Bank (otherwise than a third person) and amounts paid in settlement of any claim or suit of any nature or kind whatsoever which may be sustained or suffered by Laureate arising with respect to paragraph 9(f) hereof or arising out of, based upon or by reason of, any Cytogen supplied Material not Conforming to the covenant, representation and warranty made by Cytogen in paragraph 11(b) at the time of receipt at the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that BorrowerFacility.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify In the Issuing Bank against any costevent a Cytogen Supplied Material does not meet Specification or is otherwise unsuitable for use in the manufacture of CYT-351, loss CYT-356, Filled ProstaScint Product or liability incurred by Filled Sodium Acetatx xxxxx xxx receipt thereof at the Issuing Bank (otherwise than Facility by reason of any action, act or activity by Laureate which does not conform to the Issuing Bank’s gross negligence Cytogen SOPs, the Laureate SOPs, cGMP, the Manufacturing Procedures, the Incoming Acceptance Tests or wilful misconduct) the Quality Agreement (or Laureate's failure to act in acting as conformity with any of the Issuing Bank under foregoing), Laureate's obligation hereunder shall be to indemnify Cytogen for the actual cost of the Cytogen Supplied Material in question and all costs, fees and expenses incurred by Cytogen in delivering or causing the delivery of the same to the Facility and for any Letter of Credit or Bank Guarantee (unless additional Establishment Fee in the Issuing Bank has been reimbursed by event such failure requires Laureate to perform an Obligor pursuant obligation hereunder after December 31, 2003. Laureate waives any additional Facility Fee in the event such failure requires Laureate to a Finance Document)perform an obligation hereunder after December 31, 2003.
(c) If Cytogen agrees to defend, indemnify and hold Laureate harmless from any Lender is not permitted and all claims by third persons or governmental entities, damages, liabilities, losses and expenses (including, without limitation, reasonable attorney's fees in seeking indemnification hereunder or defending any claim by its constitutional documents a third person or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (ba governmental entity) and shall instead be deemed to have taken, on the date the Letter amounts paid in settlement of Credit any claim or Bank Guarantee is issued (suit of any nature or if later, on the date the Lender’s participation kind whatsoever which are founded upon or in the Letter of Credit any manner involve Filled ProstaScint Product or Bank Guarantee is transferred Filled Sodium Acetate Product and which arise or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand occur following Cytogen's release for shipment from the Agent, that Lender shall pay to the Agent (for the account Facility of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) aboveFilled ProstaScint Product and/or Filled Sodium Acetate Product.
(d) The Borrower which requested a Letter obligations of Credit the indemnifying party under this paragraph 13 are conditioned upon the delivery of written notice to the indemnifying party of any potential claim arising under this paragraph 13 ("Claim") promptly after the indemnified party becomes aware of such claim. The indemnifying party shall manage and control, at its sole expense, the defense of the Claim and its settlement. The indemnified party shall cooperate with the indemnifying party and may, at its option and expense, be represented in any such action or Bank Guarantee proceeding. The indemnifying party shall immediately on demand reimburse any Lender not be liable for any payment it makes to litigation costs or expenses incurred by the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to indemnified party without indemnifying party's prior written authorization. In addition, the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will indemnifying party shall not be affected responsible for any liability resulting from any settlement or compromise by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (the indemnified party made without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsindemnifying party's prior written consent.
Appears in 2 contracts
Samples: Contract Manufacturing Agreement (Cytogen Corp), Contract Manufacturing Agreement (Cytogen Corp)
Indemnities. (a) Each Borrower 11.1 The T2CB shall immediately on demand indemnify and save harmless the Issuing Bank against T2IB with respect to any costloss, liability, damages, costs or expenses which the T2IB may incur arising out of errors or omissions committed by the T2CB in carrying out instructions given to it by the T2IB.
11.2 The T2CB shall indemnify and save harmless each Client, except where such loss or damage is as a result of the negligence of the T2IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by such Client resulting from any errors or negligence on the Issuing Bank (otherwise than by reason part of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation T2CB in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any performance of its obligations under this Clause Agreement.
11.3 The T2IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T2IB and not the T2CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.6, the T2IB will, upon notice from the T2CB, pay to the T2CB an amount, up to the amount of excess Risk Adjusted Capital of the T2IB as determined by the T2IB on its most recent Form 1 (without limitation and whether or not known the "Indemnity Amount"), required to it or any other person) includingsatisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the T2IB to the T2CB, then the T2IB acknowledges that its obligation to deliver further Indemnity Amounts continues until such time as the T2IB has delivered such further Indemnity Amounts to the T2CB as are required to satisfy said obligation. Without limiting the generality of the foregoing, the T2IB:
(ia) agrees to indemnify and save harmless the T2CB from any timeloss, waiver liability, damages, costs or consent granted toexpenses which the T2CB may suffer or incur by reason of the failure of the T2IB or any of the Clients to make any payment of money or delivery of securities to the T2CB as and when required by it including, or composition withwithout limitation, any Obligorpayment of all commissions, any beneficiary under a Letter of Credit or Bank Guarantee or other person;margin and interest charges on late payments charged by the T2CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the release T2CB from any loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any other Obligor act or any other person under failure to act on the terms of any composition or arrangement with any creditor of any member part of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change T2CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of an Obligor, any beneficiary under a Letter the negligence of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsthe T2CB.
Appears in 2 contracts
Samples: Uniform Type 2 Introducer/Carrier Broker Agreement, Introducer/Carrier Broker Agreement
Indemnities. 11.1 The T4CB shall indemnify and save harmless the T4IB with respect to any loss, liability, damages, costs or expenses which the T4IB may incur arising out of errors or omissions committed by the T4CB in carrying out instructions given to it by the T4IB.
11.2 The T4CB shall indemnify and save harmless each Client, except where such loss or damage is as a result of the negligence of the T4IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by such Client resulting from any errors or negligence on the part of the T4CB in the performance of its obligations under this Agreement.
11.3 The T4IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T4IB and not the T4CB.
(a) Each Borrower shall immediately on demand indemnify Should the Issuing Bank Deposit be insufficient to cover the receivables or deficiencies described in section 10.6, the T4IB will, upon notice from the T4CB, pay to the T4CB an amount, up to the amount permitted to be offset against the Deposit at any costgiven time pursuant to the SRO Requirements (the "Indemnity Amount"), loss or liability incurred by required to satisfy the Issuing Bank (otherwise than by reason obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the Issuing Bank’s gross negligence or wilful misconduct) in acting T4IB to the T4CB, then the T4IB acknowledges that its obligation to deliver further Indemnity Amounts continues until such time as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that BorrowerT4IB has delivered such further Indemnity Amounts to the T4CB as are required to satisfy said obligation.
(b) Each Lender shall (according [The T4IB hereby pledges and grants to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred T4CB a first priority security interest in securities from time to time held by the Issuing Bank (otherwise than by reason T4CB for each of the Issuing Bank’s gross negligence Clients and principal accounts of the T4IB in order to secure the payment and performance of all obligations of the T4IB and the Clients to the T4CB from time to time. In the event of the bankruptcy or wilful misconduct) in acting as insolvency of the Issuing Bank under any Letter T4IB, or the T4IB is no longer a member of Credit or Bank Guarantee (unless an SRO, the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not T4CB shall be obliged to comply with paragraph (b) and shall instead be deemed to have takenentitled, on notice to the date T4IB, to sell securities held by the Letter T4CB for each of Credit or Bank Guarantee is issued the Clients (or if later"Defaulting Clients") of the T4IB including the T4IB's principal accounts, on whose trading activities are the date source of the Lender’s participation T4IB's default, that will, upon disposition, give rise to sale proceeds equal in value to that portion of the amount specified in the Letter notice that is attributable to such Defaulting Client's trading activities and the T4CB will be entitled to retain such proceeds in satisfaction of Credit or Bank Guarantee the amount owing to it by the T4IB and will credit the T4IB's account accordingly. To facilitate this arrangement the T4IB agrees to notify the Clients within a reasonable time period in writing that the T4CB is transferred or assigned to the Lender entitled, in accordance with the terms of this Agreement), an undivided interest and participation to sell securities of Defaulting Clients that are in the Letter T4CB's possession from time to time for the purpose of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay recovering amounts owing to the Agent (for T4CB by the account T4IB as a result of the Issuing Bank) an amount equal to its Proportion non-payment of the amount demanded under paragraph (b) abovea specific Defaulting Client - include portion in square brackets only if choose second version of section 9.11 hereof].
(dc) The Borrower which requested a Letter Without limiting the generality of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to foregoing, the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) includingT4IB:
(i) agrees to indemnify and save harmless the T4CB from any timeloss, waiver liability, damages, costs or consent granted toexpenses which the T4CB may suffer or incur by reason of the failure of the T4IB or any of the Clients to make any payment of money or delivery of securities to the T4CB as and when required by it including, or composition withwithout limitation, any Obligorpayment of all commissions, any beneficiary under a Letter of Credit or Bank Guarantee or other person;margin and interest charges on late payments charged by the T4CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(ii) agrees to indemnify and save harmless the release T4CB from any loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any other Obligor act or any other person under failure to act on the terms of any composition or arrangement with any creditor of any member part of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change T4CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of an Obligor, any beneficiary under a Letter the negligence of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsthe T4CB.
Appears in 2 contracts
Samples: Introducer/Carrier Broker Agreement, Introducer/Carrier Broker Agreement
Indemnities. (a) Each Borrower shall immediately on within three Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor a Loan Party pursuant to a Finance Loan Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Administrative Agent, that Lender shall pay to the Administrative Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested (or on behalf of which the Loan Parties’ Agent requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) Section 2.46 in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Lender or Borrower under this Clause Section 2.446 to Section 2.49 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause Section 2.446 to Section 2.49 will not be affected by any act, omission, matter or thing which, but for this ClauseSection 2.44 to Section 2.49, would reduce, release or prejudice any of its obligations under this Clause Section 2.44 to Section 2.49 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any ObligorLoan Party, the Issuing Bank of any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor Loan Party or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any ObligorLoan Party, the Issuing Bank of any beneficiary under a Letter of Credit or Bank Guarantee or any other person or any non-–presentation or non-–observance of any formality or other requirement in respect of any instrument or any failure to realise realize the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligora Loan Party, the Issuing Bank of any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Loan Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Loan Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Credit Agreement (1295728 Alberta ULC), Credit Agreement (1295728 Alberta ULC)
Indemnities. (a) Each Borrower shall immediately on within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Revolving Facility Lender shall (according to its ProportionProportion in relation to the Revolving Facility) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Senior Finance Document).
(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the that Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Revolving Facility Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion in relation to the Revolving Facility of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested requests a Letter of Credit or Bank Guarantee shall immediately on within 3 Business Days of demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the GroupGroup or any other person;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment or restatement (however fundamental) or replacement of a Senior Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Letter of Credit, any Credit or Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
(g) The provisions of this Clause 7.3 shall survive the termination of all other provisions of this Agreement.
Appears in 2 contracts
Samples: Senior Facility Agreement (Inmarsat Holdings LTD), Senior Facility Agreement (Inmarsat Launch CO LTD)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (awithout duplication) Each Borrower shall immediately on demand indemnify for any increase in the Issuing Bank against cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any cost, loss or liability incurred sum receivable by the Issuing Bank Administrative Agent and/or the Lenders (otherwise than by reason as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the Issuing Bank’s gross negligence or wilful misconduct) in acting as principal amount of any LIBOR Rate Loans on a date other than the Issuing Bank under any Letter scheduled last day of Credit or Bank Guarantee requested by that Borrower.the Interest Period applicable thereto;
(bB) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting loans not being made as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender LIBOR Rate Loans in accordance with the terms of this Agreement)borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, an undivided interest or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and participation Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the Letter reasonable determination of Credit the Administrative Agent) are required to be terminated as a result of any conversion, repayment or Bank Guarantee prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in an writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount equal required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its Proportion own benefit or for the benefit of that Letter the Lenders (as the case may be) within five (5) days of Credit or Bank Guarantee. On its receipt of demand from such notice, and such notice shall, in the Agentabsence of manifest error, that Lender shall pay to be conclusive and binding on the Agent (for Borrowers. The Borrowers understand, agree and acknowledge the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
following: (i) neither the Administrative Agent nor any timeLender has any obligation to purchase, waiver or consent granted tosell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the takingBorrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, variationthe LIBOR Rate Loan Prepayment Fee, compromiseand other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, exchangeif any, renewal whether or release ofnot the Administrative Agent and/or the Lenders elect to purchase, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingssell and/or match funds.
Appears in 2 contracts
Samples: Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp)
Indemnities. (a) Each Borrower 11.1 The T3CB shall immediately on demand indemnify and save harmless the Issuing Bank against T3IB with respect to any costloss, liability, damages, costs or expenses which the T3IB may incur arising out of errors or omissions committed by the T3CB in carrying out instructions given to it by the T3IB.
11.2 The T3CB shall indemnify and save harmless each Client, except where such loss or damage is as a result of the negligence of the T3IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by such Client resulting from any errors or negligence on the Issuing Bank (otherwise than by reason part of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation T3CB in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any performance of its obligations under this Clause Agreement.
11.3 The T3IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T3IB and not the T3CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.6, the T3IB will, upon notice from the T3CB, pay to the T3CB an amount, up to the amount permitted to be offset against the Deposit at any given time pursuant to the SRO Requirements (without limitation and whether or not known the "Indemnity Amount"), required to it or any other person) includingsatisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the T3IB to the T3CB, then the T3IB acknowledges that its obligation to deliver further Indemnity Amounts continues until such time as the T3IB has delivered such further Indemnity Amounts to the T3CB as are required to satisfy said obligation. Without limiting the generality of the foregoing, the T3IB:
(ia) agrees to indemnify and save harmless the T3CB from any timeloss, waiver liability, damages, costs or consent granted toexpenses which the T3CB may suffer or incur by reason of the failure of the T3IB or any of the Clients to make any payment of money or delivery of securities to the T3CB as and when required by it including, or composition withwithout limitation, any Obligorpayment of all commissions, any beneficiary under a Letter of Credit or Bank Guarantee or other person;margin and interest charges on late payments charged by the T3CB, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the release T3CB from any loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any other Obligor act or any other person under failure to act on the terms of any composition or arrangement with any creditor of any member part of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change T3CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of an Obligor, any beneficiary under a Letter the negligence of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsthe T3CB.
Appears in 2 contracts
Samples: Introducer/Carrier Broker Agreement, Introducer/Carrier Broker Agreement
Indemnities. (a) Each Borrower shall immediately on within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or material breach of its contractual obligations) in acting as the Issuing Bank under any Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Each Lender shall within 3 Business Days of demand indemnify the Issuing Bank against such Lender’s Bank Guarantee Proportion of any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Bank Guarantee Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its Bank Guarantee Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.4 in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause 7.4 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause 7.4 will not be affected by any act, omission, omission matter or thing which, but for this ClauseClause 7.4, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-non presentation or non-non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Senior Facilities Agreement (Sirona Dental Systems, Inc.), Senior Facilities Agreement (Sirona Dental Systems, Inc.)
Indemnities. (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Indemnities. (a) Each Borrower 11.1 The T1CB shall immediately on demand indemnify and save harmless the Issuing Bank against T1IB with respect to any costloss, liability, damages, costs or expenses which the T1IB may incur arising out of errors or omissions committed by the T1CB in carrying out instructions given to it by the T1IB.
11.2 The T1CB shall indemnify and save harmless each Client, except where such loss or damage is as a result of the negligence of the T1IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by such Client resulting from any errors or negligence on the Issuing Bank (otherwise than by reason part of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation T1CB in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any performance of its obligations under this Clause Agreement.
11.3 The T1IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T1IB and not the T1CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.06, the T1IB will, upon notice from the T1CB, pay to the T1CB an amount, up to the amount of excess Risk Adjusted Capital of the T1IB as determined by the T1IB on its most recent Joint Regulatory and Financial Questionnaire and Report (without limitation and whether or not known the "Indemnity Amount"), required to it or any other person) includingsatisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the T1IB to the T1CB, then the T1IB acknowledges that its obligation to deliver further Indemnity Amounts continues until such time as the T1IB has delivered such further Indemnity Amounts to the T1CB as are required to satisfy said obligation. Without limiting the generality of the foregoing, the T1IB:
(ia) agrees to indemnify and save harmless the T1CB from any timeloss, waiver liability, damages, costs or consent granted toexpenses which the T1CB may suffer or incur by reason of the failure of the T1IB or any of the Clients to make any payment of money or delivery of securities to the T1CB as and when required by it including, or composition withwithout limitation, any Obligorpayment of all commissions, any beneficiary under a Letter of Credit or Bank Guarantee or other person;margin and interest charges on late payments charged by the T1CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the release T1CB from any loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any other Obligor act or any other person under failure to act on the terms of any composition or arrangement with any creditor of any member part of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change T1CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of an Obligor, any beneficiary under a Letter the negligence of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsthe T1CB.
Appears in 2 contracts
Samples: Uniform Type 1 Introducer/Carrier Broker Agreement, Introducer/Carrier Broker Agreement
Indemnities. (aA) Each Subject to clause 6.9 (Claims under a Letter of Credit), the Borrower shall immediately on demand indemnify the LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank in acting as LC Issuing Bank hereunder (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct).
(B) Each Lender shall (according to its portion of the Available Facility), immediately on demand by the Facility Agent (acting on the instructions of the LC Issuing Bank), indemnify the LC Issuing Bank against any cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(cC) If any Lender is not permitted Subject to clause 6.9 (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded Claims under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee Credit), the Borrower shall immediately on demand reimburse any Lender for any payment it makes to the LC Issuing Bank under this Clause 7.5 clause 6.10 (Indemnities) in respect of that Letter of Credit or Bank Guarantee).
(eD) The obligations of each Lender and the Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fE) The obligations of any a Lender or a Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.), Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.)
Indemnities. 7.3.1 The Applicant and the Relevant Indemnifying Company shall (aon a joint and several basis) Each Borrower shall immediately on within 3 Business Days of demand being made by the relevant Issuing Bank indemnify the relevant Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of that Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bond.
7.3.2 Subject to the provisions of Clause 6.1 of Clause 6 (Long Dated Bonds) and of sub-clause 8.8.2 of Clause 8 (Repayment, Prepayment and Cancellation), each Bank shall (according to its Proportion) immediately on demand indemnify the relevant Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee Bond (unless the that Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
7.3.3 The Applicant and the Relevant Indemnifying Company shall (con a joint and several basis) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt within 3 Business Days of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately being made on demand it reimburse any Lender Bank for any payment it makes to the any Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank Guaranteea Bond.
(e) 7.3.4 The obligations of the Applicant, each Lender Indemnifying Company and each Bank under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender Applicant, Indemnifying Company or Bank in respect of any Letter of Credit or Bank GuaranteeBond, regardless of any intermediate payment or discharge in whole or in part.
(f) 7.3.5 The obligations of the Applicant, each Indemnifying Company and any Lender Bank under this Clause 7 will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 7 (without limitation and whether or not known to it or any other person) including:
(ia) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Bond or other person;
(iib) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iiic) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Bond or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivd) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Bond or any other person;
(ve) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee Bond or any other document or security;
(vif) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Bond or any other document or security; or
(viig) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC), Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC)
Indemnities. (a) Each Borrower shall immediately on demand 9.1 The Mortgagors will jointly and severally, indemnify and hold harmless the Issuing Bank Mortgagee, Alibaba and each agent or attorney appointed under or pursuant to this Legal Mortgage of IPCo Shares from and against any costand all expenses, loss claims, liabilities, losses, taxes, costs, duties and fees suffered, incurred or liability incurred made by the Issuing Bank (otherwise than by reason Mortgagee, Alibaba or such agent or attorney:
9.1.1 in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Legal Mortgage of IPCo Shares;
9.1.2 in the preservation or enforcement of the Issuing BankMortgagee’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank rights under this Clause 7.5 (Indemnities) Legal Mortgage of IPCo Shares or the priority thereof; or
9.1.3 in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member part of the Group;
(iii) Mortgaged Property from the takingsecurity created by this Legal Mortgage of IPCo Shares, variation, compromise, exchange, renewal and the Mortgagee or release of, such agent or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by this Legal Mortgage of IPCo Shares.
9.2 If, under any instrument applicable Laws, and whether pursuant to a judgment being made or any failure to realise registered against either Mortgagor or the full value bankruptcy or liquidation of any security;
(iv) any incapacity either Mortgagor or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or for any other person;
reason any payment under or in connection with this Legal Mortgage of IPCo Shares is made in a currency (vthe “Payment Currency”) other than the currency in which such payment is due under or in connection with this Legal Mortgage of IPCo Shares (the “Contractual Currency”), then to the extent that the amount of such payment actually received by the Mortgagee when converted into the Contractual Currency at the rate of exchange, falls short of the amount due under or in connection with this Legal Mortgage of IPCo Shares, the Mortgagors, as a separate and independent obligation, shall jointly and severally indemnify and hold harmless the Mortgagee against the amount of such shortfall. For the purposes of this Section 9.2, “rate of exchange” means the rate at which the Mortgagee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any amendment (however fundamental) or replacement premium and other costs of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsexchange with respect thereto.
Appears in 2 contracts
Samples: Framework Agreement (Alibaba Group Holding LTD), Framework Agreement (Yahoo Inc)
Indemnities. (a) Each Borrower shall must immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit requested by reason it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each L/C Lender shall (according to its Proportion) must immediately on demand (to be issued directly by the Issuing Bank) directly indemnify the Issuing Bank against its share of any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit and which has not been paid for by reason an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (The Facility Agent must, upon request by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal , provide to its Proportion the Issuing Bank any relevant details of each L/C Lender for the amount demanded purposes of issuing a demand under paragraph (b) above.
(d) The Borrower which requested a A L/C Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Issuing Bank Guarantee shall must promptly notify the Facility Agent:
(i) upon issuing a demand pursuant to paragraph (b) above; and
(ii) upon receipt from a L/C Lender of any amounts referred to under paragraph (b) above.
(f) Each Borrower must immediately on demand reimburse any L/C Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeSubclause.
(eg) The obligations of each Borrower and each L/C Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by the Borrower or that L/C Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fh) The obligations of any each Borrower and each L/C Lender under this Clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets (present or future) of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(viiviii) any insolvency or similar proceedings.
Appears in 2 contracts
Samples: Facility Agreement (TTM Technologies Inc), Facility Agreement (TTM Technologies Inc)
Indemnities. (a) Each Borrower shall The Company must immediately on demand indemnify the Issuing Fronting Bank (for a Fronted LC) or (for a Syndicate LC) the Agent and each Bank on whose behalf a Letter of Credit was issued against any cost, loss or liability incurred which the Fronting Bank or the Agent or that Bank incurs under or in connection with any Letter of Credit requested by it, except to the extent that the loss or liability is directly caused by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as misconduct of the Issuing Fronting Bank under any Letter of Credit or Bank Guarantee requested by the Agent or that BorrowerBank.
(bi) Each Lender shall (according to its Proportion) For a Fronted LC, each Bank must immediately on demand indemnify the Issuing Fronting Bank against its share of any cost, loss or liability incurred which the Fronting Bank incurs under or in connection with any Letter of Credit issued by it and which at the date of demand has not been paid for by the Issuing Bank (otherwise than Company, except to the extent that the loss or liability is directly caused by reason of the Issuing Bank’s gross negligence or wilful misconductmisconduct of the Fronting Bank.
(ii) in acting For a Syndicate LC, each Bank (on whose behalf the Syndicate LC was issued) shall pay to the Agent on such date as the Issuing Bank under Agent shall specify the share of any Letter of Credit or Bank Guarantee (Claim, for payment by the Agent to the beneficiary in accordance with that Letter of Credit, unless the Issuing Bank Company has been reimbursed by an Obligor pursuant to complied with Clause 7.5(b) (Claims under a Finance DocumentLetter of Credit).
(c) If any Lender is not permitted (by its constitutional documents A Bank’s share of the liability or any applicable law) loss referred to comply with in paragraph (b) above), then that Lender above will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on its Pro Rata Share of the date the relevant Letter of Credit on its Utilisation Date, adjusted to reflect any subsequent assignment or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender transfer under this Agreement in accordance with the terms of this AgreementClause 7.3 (Assignments and transfers), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall Company must immediately on demand reimburse any Lender Bank for any payment it makes to the Issuing Fronting Bank under this Clause 7.5 (Indemnities) in respect or to a beneficiary of that a Letter of Credit or Bank Guaranteeunder this Clause.
(e) The obligations of each Lender the Company and any Bank under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender the Company or relevant Bank under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of the Company and any Lender Bank under this Clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee Document or any other document or security;
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Document or any other document or security; or
(viiviii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility Agreement (Scottish Power PLC)
Indemnities. (a) Each The Borrower shall immediately on demand indemnify and save harmless the Issuing Bank against Administrative Agent and each Lender from all claims, demands, liabilities, damages, losses, costs, charges and expenses, (including any cost, loss or liability expense arising from interest or fees payable by the Administrative Agent or such Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained), which may be incurred by the Issuing Bank Administrative Agent or such Lender as a consequence of:
(i) any representation or warranty made herein by the Borrower which was incorrect at the time it was made or deemed to have been made;
(ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Accommodation is deemed to be made to the Borrower to pay the amount it has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable by such Lender or the Administrative Agent in order to fund the amount of any such unpaid amount to the extent such Lender or the Administrative Agent is not reimbursed pursuant to any other provisions of this Agreement (for greater certainty nothing in this subsection shall be interpreted to require the Borrower to pay interest twice on the same principal debt);
(iii) default by the Borrower in obtaining an Accommodation after the Borrower has given a Notice of Availment under this Agreement that it desires to obtain such Accommodation;
(iv) default by the Borrower in making any optional repayment of outstanding Accommodation after the Borrower has given notice under this Agreement that it desires to make such repayment;
(v) the repayment by the Borrower of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Period or the repayment of any other Accommodation otherwise than on the maturity date of such Accommodation (including without limitation any such payment pursuant to Section 5.01, Section 5.02 or Section 5.03 or upon acceleration pursuant to Section 10.02);
(vi) any other default by the Borrower under any Credit Document;
(vii) any claim, demand, damage, loss, or liability which may be asserted against or incurred by the Administrative Agent or such Lender arising by reason of the Issuing Bank’s entering into by the Administrative Agent or such Lender (including without limitation any cost or expense incurred in connection therewith) of this Agreement and the other Credit Documents to which the Administrative Agent or such Lender is a party except to the extent determined by a court of competent jurisdiction to be attributable to the gross negligence or wilful misconductmisconduct of the Administrative Agent or such Lender in the performance by the Administrative Agent or such Lender of its obligations under this Agreement and the other Credit Documents or except to the extent attributable to any breach or violation of any Applicable Law, or any contract, commitment or agreement, by which the Administrative Agent or such Lender is bound resulting from the entering into by the Administrative Agent or such Lender of this Agreement or the other Credit Documents to which it is a party
(viii) in acting the application by the Borrower of any Accommodation or any proceeds of any Accommodation; and/or
(ix) the continuation or rollover of any Accommodation pursuant to the terms of Section 2.10. A certificate of the Administrative Agent as to any such loss or expense and containing reasonable details of the calculation of such loss or expense shall be prima facie evidence of the amount of such loss or expense, as the Issuing Bank under case may be. For greater certainty, the indemnities contained herein shall not extend to any Letter of Credit claims made by the Borrower against the Administrative Agent or Bank Guarantee requested by that Borrowera Lender.
(b) Each The Borrower shall indemnify and save harmless the Administrative Agent and each Lender shall and their agents, representatives and assigns from all claims, demands, liabilities, damages, losses (according to including any loss of value of the property of the Borrower or any of its ProportionSubsidiaries), costs, charges and expenses (including without limitation any remedial, clean-up, compliance or preventative costs, charges, expenses and any fines and penalties) immediately on demand indemnify the Issuing Bank which may be asserted against any cost, loss or liability incurred by the Issuing Bank Administrative Agent or such Lender (otherwise than except to the extent determined by reason a court of competent jurisdiction to be attributable to the Issuing Bank’s gross negligence or wilful misconductmisconduct of the Administrative Agent or such Lender or any receiver, agent or representative thereof), as a result of any actual or threatened order, investigation or action by any third party, including any Governmental Authority relating to the Borrower's or any of its Subsidiaries' business or property with respect to:
(i) in acting as the Issuing Bank actual, possible or threatened Release of any Contaminant, or the presence of any Contaminant at, on or under real property or personal property of the Borrower or any Letter of Credit its Subsidiaries, whether or Bank Guarantee not the Contaminant originates or emanates from or exists at, on or under the Borrower's or any of its Subsidiaries' property or any contiguous real or personal property located thereon (unless such real property or personal property is under the Issuing Bank has been reimbursed by an Obligor pursuant control of a Lender due to its relationship with a Finance Documentthird party)., including any loss of value of the property of the Borrower or any of its Subsidiaries;
(cii) If any Lender is not permitted (by its constitutional documents the Release of a Contaminant owned by, or under the charge, management or control of, the Borrower or any applicable lawof its Subsidiaries or any predecessors thereof;
(iii) any costs of removal or remedial action incurred by any Governmental Authority (including, without limitation, the assertion of any Lien under Environmental Law) or any costs incurred by any other Person or damages arising from injury to, destruction of, or loss of the Natural Environment in relation to, the real property or personal property of the Borrower or any of its Subsidiaries or any contiguous real or personal property located thereon, including reasonable costs of assessing such injury, destruction or loss;
(iv) liability for personal injury or property damage or other injury, loss or damage arising under or by reason of any Environmental Law or tort law theory with respect to comply with paragraph any Environmental Activity of the Borrower or any of its Subsidiaries; and/or
(bv) above), then any other matter relating to the Natural Environment and Environmental Law affecting the property or the operations and activities of the Borrower or any of its Subsidiaries within the jurisdiction of any Governmental Authority. The Borrower acknowledges that Lender will not be obliged the Lenders have agreed to comply with paragraph (b) and shall instead be deemed to have taken, make the Credit available in reliance on the date Borrower's representations, warranties and covenants, including the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms delivery of this Agreement), an undivided interest and participation indemnity. This indemnity supersedes any other provisions of this Agreement or any other Credit Document which in any way limits the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account liability of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) Borrower. The obligations of each Lender the Borrower arising under this Clause are continuing obligations indemnity will be absolute and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will unconditional and shall not be affected by any act, omission, matter or thing whichcircumstances whatsoever, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted tooccasioned by the fault of the Administrative Agent, or composition withthe Lenders except to the extent determined by a court of competent jurisdiction to be attributable to the gross negligence or wilful misconduct of the Administrative Agent or the Lenders. The foregoing indemnities will survive the transfer of any or all right, title and interest in and to the real and personal property of the Credit Parties and their respective Subsidiaries to any ObligorPerson, any beneficiary under a Letter of whether or not affiliated with the Credit Parties and their respective Subsidiaries. No discharge or Bank Guarantee or other person;
(ii) the release of any other Obligor Guarantee provided by the Borrower upon payment of all outstanding Accommodation and termination of the Credit shall include a discharge or any other person under the terms release of any composition or arrangement with any creditor of any member environmental indemnity granted in favour of the Group;
(iii) Administrative Agent and/or the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsLenders.
Appears in 1 contract
Samples: Loan Agreement (MDS Inc)
Indemnities. (a) Each Borrower 11.1 The T2CB shall immediately on demand indemnify and save harmless the Issuing Bank against T2IB with respect to any costloss, liability, damages, costs or expenses which the T2IB may incur arising out of errors or omissions committed by the T2CB in carrying out instructions given to it by the T2IB.
11.2 The T2CB shall indemnify and save harmless each Client, except where such loss or damage is as a result of the negligence of the T2IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by such Client resulting from any errors or negligence on the Issuing Bank (otherwise than by reason part of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation T2CB in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any performance of its obligations under this Clause Agreement.
11.3 The T2IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T2IB and not the T2CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.6, the T2IB will, upon notice from the T2CB, pay to the T2CB an amount, up to the amount of excess Risk Adjusted Capital of the T2IB as determined by the T2IB on its most recent Form 1 (without limitation and whether or not known the "Indemnity Amount"), required to it or any other person) includingsatisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the T2IB to the T2CB, then the T2IB acknowledges that its obligation to deliver further Indemnity Amounts continues until such time as the T2IB has delivered such further Indemnity Amounts to the T2CB as are required to satisfy said obligation. Without limiting the generality of the foregoing, the T2IB:
(ia) agrees to indemnify and save harmless the T2CB from any timeloss, waiver liability, damages, costs or consent granted toexpenses which the T2CB may suffer or incur by reason of the failure of the T2IB or any of the Clients to make any payment of money or delivery of securities to the T2CB as and when required by it including, or composition withwithout limitation, any Obligorpayment of all commissions, any beneficiary under a Letter of Credit or Bank Guarantee or other person;margin and interest charges on late payments charged by the T2CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the release T2CB from any loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any other Obligor act or any other person under failure to act on the terms of any composition or arrangement with any creditor of any member part of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change T2CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of an Obligor, any beneficiary under a Letter the negligence of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement the T2CB. 12 Fees The T2IB shall remunerate the T2CB for its Services hereunder in accordance with the rates set out at Schedule "E". The fees so set out may be amended by mutual written consent during the term of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsthis Agreement.
Appears in 1 contract
Indemnities. (a) Each 7.3.1 The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that (or on behalf of) the Borrower.
(b) 7.3.2 Each Lender shall (according to its Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconductmisconduct or after the Termination Date under or in connection with a Surviving Bank Guarantee) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) 7.3.3 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) clause 7.3.2 above), then that Lender will not be obliged to comply with paragraph (b) clause 7.3.2 above and shall instead be deemed take all steps required to have takenensure that, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and it assumes a participation in the Letter of Credit or Bank Guarantee in an amount equal to its Guarantee Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Guarantee Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) 7.3.4 The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) clause 7.3 in respect of that Letter of Credit or Bank Guarantee.
(e) 7.3.5 The obligations of each Lender under this Clause clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) 7.3.6 The obligations of any Lender or Borrower under this Clause clause 7.3 will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause 7.3 (without limitation and whether or not known to it or any other person) including:
(ia) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(iib) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the ZPR Group;
(iiic) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-non presentation or non-non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivd) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, Obligor or any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ve) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vif) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(viig) to the extent legally possible, any insolvency or similar proceedings.
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Mercer International Inc.)
Indemnities. (a) Each The Senior Borrower shall immediately on within five Business Days of written demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that (or on behalf of) the Senior Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable lawlaw or directive) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Senior Borrower which requested a Letter shall within five Business Days of Credit or Bank Guarantee shall immediately on written demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Lender under this Clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or the Senior Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7.3, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Senior Facilities Agreement (Central European Distribution Corp)
Indemnities. (a) Each The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that the Borrower.
(b) Each Guarantee Facility Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Guarantee Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveClause 7.3(b), then that Lender will not be obliged to comply with paragraph (bClause 7.3(b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Guarantee Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Guarantee Facility Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Guarantee Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Guarantee Facility Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Guarantee Facility Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Guarantee Facility Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the GroupGroup or any other person;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-non- presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each Borrower shall immediately on within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconductmisconduct or wilful breach of any Finance Document) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconductmisconduct or wilful breach of any Finance Document) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the AgentAgent pursuant to paragraph (b) above, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 8.3 in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Lender or Borrower under this Clause 8.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause 8.3 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 8.3, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Restricted Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Revolving Facilities Agreement (Manchester United Ltd.)
Indemnities. (a) Each A Borrower shall immediately must promptly on demand indemnify the Issuing Bank against any cost, loss or liability incurred by which the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence incurs under or wilful misconduct) in acting as the Issuing Bank under connection with any Letter of Credit or Bank Guarantee requested by it, except to the extent that Borrowerthe loss or liability is caused by the negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank.
(b) Each Lender shall (according to its Proportion) immediately must promptly on demand indemnify the Issuing Bank against its share of any cost, loss or liability incurred by which the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence incurs under or wilful misconduct) in acting as the Issuing Bank under connection with any Letter of Credit and which at the date of demand has not been paid for by an Obligor, except to the extent that the loss or Bank Guarantee (unless liability is caused by the negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)Bank.
(c) If any Lender is not permitted A Lender’s share of the liability or loss referred to in paragraph (by b) above will be its constitutional documents or any applicable law) to comply share of such Letter of Credit on the Utilisation Date (as determined in accordance with paragraph (b) above), then that Lender will not be obliged to comply with paragraph of Clause 6.3 (b) and shall instead be deemed to have taken, on the date the Issue of Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Credit)) for that Letter of Credit Credit, adjusted to reflect any subsequent assignment or Bank Guarantee is transferred or assigned to the Lender transfer in accordance with the terms of this Agreement), an undivided interest Clause 27.13 (Assignments and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the transfers – Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above).
(d) The relevant Borrower which requested a Letter of Credit or Bank Guarantee shall immediately must promptly on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect 7.5, except to the extent arising out of that Letter the negligence or wilful misconduct of, or breach of Credit or Bank Guaranteethe terms of this Agreement by, such Lender.
(e) The obligations of each Borrower and Lender under this Clause 7.5 are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any each Borrower and Lender under this Clause 7.5 will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause 7.5 (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Senior Finance Document, any Letter of Credit or Bank Guarantee Document or any other document or security;; or
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Letter of Credit, any Bank Guarantee Document or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Senior Facilities Agreement (Nordic Telephone CO ApS)
Indemnities. (a) Each The Borrower shall immediately on demand indemnify and save harmless the Issuing Bank against Administrative Agent and each Lender from all claims, demands, liabilities, damages, losses, costs, charges and expenses, including any cost, loss or liability expense arising from interest or fees payable by the Administrative Agent or such Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, which may be incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence Administrative Agent or wilful misconduct) in acting such Lender as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) includingconsequence of:
(i) any time, waiver representation or consent granted to, warranty made herein by the Borrower which was incorrect at the time it was made or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other persondeemed to have been made;
(ii) a default by the release Borrower in the payment of any other Obligor sum due from it under or in connection with the Credit Documents (irrespective of whether an Accommodation is deemed to be made to the Borrower to pay the amount that the Borrower has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other person under amount) paid or payable by such Lender or the terms Administrative Agent in order to fund the amount of any composition such unpaid amount to the extent such Lender or arrangement with the Administrative Agent is not reimbursed pursuant to any creditor other provisions of any member of the Groupthis Agreement;
(iii) if the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect Borrower decides not to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary accept an Accommodation after it has given a Notice of Availment under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure this Agreement that it desires to realise the full value of any securityobtain such Accommodation;
(iv) any incapacity or lack failure by the Borrower to make an optional repayment of power, authority or legal personality of or dissolution or change in outstanding Accommodation after the members or status of an Obligor, any beneficiary Borrower has given notice under a Letter of Credit or Bank Guarantee or any other personthis Agreement that it desires to make such repayment;
(v) the repayment by the Borrower of any amendment (however fundamental) LIBOR Loan otherwise than on the expiration of any applicable LIBOR Period or replacement the repayment of a Finance Document, any Letter of Credit or Bank Guarantee or any other document Accommodation otherwise than on the maturity date of such Accommodation (including without limitation any such payment pursuant to Article 5 or securityupon acceleration pursuant to Section 10.2);
(vi) any unenforceability, illegality or invalidity of any obligation of any person other default by the Borrower under any Finance Credit Document, any Letter of Credit, any Bank Guarantee or any other document or security; or;
(vii) the execution, delivery, enforcement and administration of any insolvency Credit Document, or similar proceedingsany Credit; and/or
(viii) the application by the Borrower of any Accommodation or any proceeds of any Accommodation.
Appears in 1 contract
Samples: Credit Agreement (Intertan Inc)
Indemnities. (a) Each Revolving Facility Borrower shall immediately on demand demand, or if such payment is being funded by a Revolving Facility Loan, within four Business Days of demand, indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by (or on behalf of) that Revolving Facility Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s 's participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Revolving Facility Borrower which requested (or on behalf of which the Company requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Lender under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or any Revolving Facility Borrower under this Clause 7 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7, would reduce, release or prejudice any of its obligations under this Clause 7 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, Obligor or any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee (if made with the consent of the Company) or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (ai) Each Borrower shall immediately on demand indemnify the Issuing Bank Fronting Ancillary Lender against any cost, loss or liability incurred by the Issuing Bank Fronting Ancillary Lender (otherwise than by reason of the Issuing BankFronting Ancillary Lender’s gross negligence or wilful misconduct) in acting as the Issuing Bank Fronting Ancillary Lender under any Letter of Credit or Bank Guarantee Fronted Ancillary Facility requested by (or on behalf of) that Borrower.
(bii) Each Fronted Ancillary Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank Fronting Ancillary Lender of such Fronted Ancillary Lender’s Fronted Revolving Commitments against any cost, loss or liability incurred by the Issuing Bank Fronting Ancillary Lender (otherwise than by reason of the Issuing BankFronting Ancillary Lender’s gross negligence or wilful misconduct) in acting as the Issuing Bank Fronting Ancillary Lender under any Letter of Credit or Bank Guarantee Fronted Ancillary Facility (unless the Issuing Bank Fronting Ancillary Lender has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(diii) The Borrower which requested (or on behalf of which the Obligors’ Agent requested) a Letter of Credit or Bank Guarantee Fronted Ancillary Facility shall immediately on demand reimburse any Fronted Ancillary Lender for any payment it makes to the Issuing Bank Fronting Ancillary Lender under this Clause 7.5 paragraph (Indemnitiesa) in respect of that Letter of Credit or Bank GuaranteeFronted Ancillary Lender.
(eiv) The obligations of each Fronted Ancillary Lender under this Clause paragraph (a) are continuing obligations and will extend to the ultimate balance of sums payable by that Fronted Ancillary Lender in respect of any Letter of Credit or Bank GuaranteeFronted Ancillary Facility, regardless of any intermediate payment or discharge in whole or in part.
(fv) The obligations of any Fronted Ancillary Lender or Borrower under this Clause paragraph (a) will not be affected by any act, omission, matter or thing which, but for this Clauseparagraph (a), would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(iA) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit Fronted Ancillary Facility or Bank Guarantee or any other person;
(iiB) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iiiC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, enforce any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Fronted Ancillary Facility or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivD) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Fronted Ancillary Facility or any other person;
(vE) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee Fronted Ancillary Facility or any other document or securitysecurity unless in the case of amendments to the Fronted Ancillary Facility, the Borrower or Obligors’ Agent and the Fronting Ancillary Lender had provided their consent to such amendment(s);
(viF) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, Document any Letter Fronted Ancillary Facility (unless such obligation arose by reason of Credit, any Bank Guarantee the Fronting Ancillary Lender’s negligence or wilful misconduct) or any other document or securitysecurity provided by an Obligor; or
(viiG) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (aI) Each The Original Borrower shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by the such LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s 's gross negligence or wilful misconductmisconduct and otherwise in respect of the obligation of any Lender to provide cash collateral pursuant to clause 8.10 (Cash collateralisation)) in acting as the an LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that BorrowerCredit.
(bJ) Each Lender shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against any cost, loss or liability incurred by the such LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee (unless the that LC Issuing Bank has been reimbursed by an Obligor the Original Borrower pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(dK) The Original Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.5 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under clause 8.10(C) or 8.10(E)). In the absence of reimbursement of an LC Issuing Bank or Lenders by the Original Borrower pursuant to this clause 8.4 (Indemnities) within 5 Business Days of demand (the "LC Payment Date"), the Original Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Original Borrower shall be treated as having agreed to borrow that Letter Loan on the LC Payment Date. The proceeds of Credit each Loan made available by the Lenders in accordance with this clause 8.4(C) and deemed to be made to the Original Borrower shall be paid to an LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the Lenders) in satisfaction of the obligations of the Original Borrower in accordance with this clause 8.4 to reimburse that LC Issuing Bank or Bank GuaranteeLenders for the amount of the outstanding payment.
(eL) The obligations of each Lender and the Original Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Original Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fM) The obligations of any a Lender or the Original Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Loan Agreement (Kosmos Energy Ltd.)
Indemnities. (a) Each 7.3.1 The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that (or on behalf of) the Borrower.
(b) 7.3.2 Each Lender shall (according to its Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconductmisconduct or after the Termination Date under or in connection with a Surviving Bank Guarantee) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) 7.3.3 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) clause 7.3.2 above), then that Lender will not be obliged to comply with paragraph (b) clause 7.3.2 above and shall instead be deemed take all steps required to have takenensure that, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s 's participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and it assumes a participation in the Letter of Credit or Bank Guarantee in an amount equal to its Guarantee Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Guarantee Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) 7.3.4 The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) clause 7.3 in respect of that Letter of Credit or Bank Guarantee.
(e) 7.3.5 The obligations of each Lender under this Clause clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) 7.3.6 The obligations of any Lender or Borrower under this Clause clause 7.3 will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause 7.3 (without limitation and whether or not known to it or any other person) including:
(ia) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(iib) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the ZPR Group;
(iiic) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-non presentation or non-non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivd) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, Obligor or any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ve) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vif) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(viig) to the extent legally possible, any insolvency or similar proceedings.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Mercer International Inc)
Indemnities. (a) Each The Borrower which has requested the Bank Guarantee shall immediately on within five Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) misconduct in acting as the Issuing Bank under any Letter of Credit or the Bank Guarantee requested by that BorrowerGuarantee).
(b) Each Lender shall (according to its Bank Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or the Bank Guarantee (unless the Issuing Bank has already been reimbursed in full by an Obligor a Borrower pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which has requested a Letter of Credit or the Bank Guarantee shall immediately on within five Business Days of demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 paragraph (Indemnitiesb) in respect of that Letter of Credit or Bank Guarantee.
(ed) The obligations of each Lender under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or the Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(fe) The obligations of any Lender or any Borrower under this Clause 7 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7, would reduce, release or prejudice any of its obligations under this Clause 7 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligora Borrower, any beneficiary under a Letter of Credit or the Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any ObligorBorrower, any beneficiary under a Letter of Credit or the Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any Borrower or any beneficiary under a Letter of Credit or the Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or the Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any the Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (1) The Tenant is responsible for and indemnifies the Landlord against all Claims and Costs incurred in connection with:
(a) Each Borrower shall immediately on demand indemnify any cause relating to the Issuing Bank against Premises, any costproperty or any person inside or outside the Premises, loss or liability incurred except to the extent caused by the Issuing Bank (otherwise than by reason negligence of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.Landlord;
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss negligent or liability incurred careless use or neglect of the Services in the Premises or the Landlord's Fixtures by the Issuing Bank (otherwise than by reason of Tenant or the Issuing BankTenant’s gross negligence Visitors or wilful misconduct) claiming by, through or under the Tenant or any trespasser while in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).Premises;
(c) If the overflow or leakage of water from any Lender is not permitted (by its constitutional documents source including the Services or any applicable law) to comply with paragraph (b) above)the Landlord's Fixtures, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on whether originating outside or within the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.Premises;
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes the Tenant's failure to give notice to the Issuing Bank under this Clause 7.5 (Indemnities) Landlord of any defect in respect of that Letter of Credit or Bank Guarantee.the Services;
(e) The obligations of each Lender any person exercising or purporting to or attempting to exercise a right or remedy in relation to this Lease after the Tenant has defaulted under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.Lease;
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) includingthe Landlord doing anything:
(i) any time, waiver which the Landlord is permitted or consent granted to, or composition with, any Obligor, any beneficiary required to do under a Letter of Credit or Bank Guarantee or other person;this lease; or
(ii) which the release of any other Obligor Tenant must do under this Lease but has not done or any other person under which the terms of any composition or arrangement with any creditor of any member of Landlord considers the GroupTenant has not done properly;
(iiig) the takingTenant’s breach of this Lease (including if this Lease is terminated for breach, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary the Landlord’s loss of the benefit of the Tenant performing its obligations under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;this Lease),
(iv2) any incapacity or lack of power, authority or legal personality of or dissolution or change Amounts due under the indemnity in clause 14.9(1) must be paid by the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;Tenant to the Landlord on demand.
(v3) any amendment (however fundamental) The indemnity in this clause 14.9 is independent from the Tenant’s other obligations under this Lease and does not come to an end when this Lease expires or replacement of is terminated. It is not necessary for the Landlord to incur expense or make a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingspayment before enforcing this indemnity.
Appears in 1 contract
Samples: Lease Agreement
Indemnities. (a) Each Borrower shall immediately on demand 17.1 Principal hereby agrees to indemnify the Issuing Bank Custodian against any costall liability, loss or liability incurred by the Issuing Bank (otherwise than by reason claims, demands, damages, losses, and costs, including reasonable attorneys' fees and expenses of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any costlegal proceedings, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents resulting from Custodian's compliance with instructions from Principal or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) Investment Manager and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest except where Custodian has acted with negligence or willful misconduct.
17.2 Custodian hereby agrees to indemnify Principal against all liability, claims, demands, damages, losses, and participation costs, including reasonable attorneys' fees and expenses of legal proceedings, resulting from the Custodian’s negligence or willful misconduct.
17.3 Custodian's right to indemnity under Subparagraph 17.1 of this Agreement shall survive the termination of this Agreement.
17.4 Custodian agrees on behalf of itself and its employees to treat confidentially and as the proprietary information of Principal all records and other information related to Principal and its prior, present or potential Shareholders, and to the investment manager and its prior, present or potential customers, and not to use these records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to the Principal and Principal’s written approval. Notwithstanding anything apparently to the contrary in the Letter preceding provisions of Credit or Bank Guarantee in an amount equal this Section to authorized bank examiners and to its Proportion internal and external auditors for official use and may also release it pursuant to a subpoena or other order issued by a court of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) abovecompetent jurisdiction.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee 17.5 Custodian shall immediately on demand reimburse any Lender for any payment it makes to cooperate with Principal’s independent public accountants and shall take all reasonable action in the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any performance of its obligations under this Clause (without limitation Agreement to assure that the necessary information is made available to the accounts for the expression of their unqualified opinion, including but not limited to the opinion included in the Fund’s Form N-1A, Form N-CSR, and whether or not known other reports to it or the SEC and for any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member requirement of the Group;
(iii) SEC. Custodian shall provide Principal, at such times as Principal may reasonably require, with reports from Custodian’s independent public accountants, SAS70 Report. This Report shall be of sufficient scope and in sufficient detail as Principal may reasonably required to provide reasonable assurance that the takingexamination would disclose any material inadequacies and, variationif there are no material inadequacies, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsReport shall so state.
Appears in 1 contract
Indemnities. Each of the Lenders severally undertakes to keep the Fronting Banks indemnified as follows:
(a) Each Borrower shall immediately Lender irrevocably and unconditionally undertakes to pay to the Agent for the account of each Fronting Bank, on demand indemnify made by such Fronting Bank through the Issuing Agent:
(i) such Lender's Revolving Credit Commitment Percentage of each amount which is expressed to be payable by any of the Borrowers to or for the account of such Fronting Bank by way of the payment, repayment or prepayment of any International Facility Loan and which the applicable Borrower fails to pay together with interest which has accrued with respect thereto, and
(ii) and agrees that neither the Fronting Banks nor the Agent shall be obliged to make any demand on or take any proceedings against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence Borrowers or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrowerother person before making demand on such Lender hereunder.
(b) Each Lender shall (according irrevocably and unconditionally undertakes to its Proportion) immediately pay to the Agent for the account of each Fronting Bank on demand indemnify made by such Fronting Bank through the Issuing Bank against Agent at any costtime after an Event of Default has occurred and is continuing and has not been waived, loss or liability incurred by the Issuing Bank (otherwise than by reason its Revolving Credit Commitment Percentage of the Issuing Dollar Equivalent on the date of such payment of any outstanding International Facility Loan made by such Fronting Bank’s gross negligence or wilful misconduct, and any such payment shall be in satisfaction pro tanto of the undertakings of such Lender contained in clause (a) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)above.
(c) If any a Lender is not permitted (by its constitutional documents or any applicable law) fails to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, make payment on the due date the Letter therefor of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an any amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand due from the Agent, that Lender shall pay to the Agent (it for the account of the Issuing Banka Fronting Bank pursuant to clauses (a) an amount equal to its Proportion of the amount demanded under paragraph or (b) above.
above (da "relevant amount") The Borrower which requested a Letter then (i) such Lender shall be deemed to be Delinquent Lender pursuant to Section 16.5.3, and (ii) until such Fronting Bank has received payment of Credit the relevant amount in full (and without prejudice to any other rights or remedies of the Agent or such Fronting Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter such failure) such Fronting Bank shall be entitled to receive any interest which such Delinquent Lender would otherwise have been entitled to receive in respect of Credit the Loan in respect of which the relevant amount is payable and (iii) such Delinquent Lender shall have no right to vote as a Lender hereunder or Bank Guarantee.
(e) The obligations under any of each the other Loan Documents, and, for so long as such Lender remains a Delinquent Lender under this Clause are continuing obligations Section 6.12.2, the determination of the Majority Lenders shall for all purposes of this Credit Agreement and will extend the other Loan Documents be made without regard to the ultimate balance interest of sums payable by that such Delinquent Lender in respect the Loans to the extent of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in partsuch participation.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each The Borrower shall immediately (save as referred to in paragraph 1 (Immediately payable) above and paragraph (b) of paragraph 10 (Claims under a Bank Guarantee) above) on demand indemnify the an Issuing Bank against any cost, loss or liability incurred by the that Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence 's fraud, negligence, wilful misconduct or wilful misconductbreach of the terms of this Agreement) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that (or on behalf of) the Borrower.
(b) Each Interim Revolving Facility Lender shall (according to its Proportion) immediately on demand indemnify the relevant Issuing Bank against such Interim Revolving Facility Lender's pro rata proportion of any cost, loss or liability incurred by the such Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence 's fraud, negligence, wilful misconduct or wilful misconductbreach of the terms of this Agreement) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the relevant Issuing Bank has been reimbursed by an Obligor pursuant to a Finance DocumentObligor).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Interim Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) paragraph 7 in respect of that Letter Bank Guarantee (otherwise than by reason of Credit such Interim Revolving Facility Xxxxxx's fraud, negligence, wilful misconduct or Bank Guaranteebreach of the terms of this Agreement).
(ed) The obligations of each Interim Revolving Facility Lender under this Clause paragraph 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Interim Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(fe) The obligations of any Interim Revolving Facility Lender or the Borrower under this Clause paragraph 7 will not be affected by any act, omission, matter or thing which, but for this Clauseparagraph 7, would reduce, release or prejudice any of its obligations under this Clause paragraph 7 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the GroupGroup Company;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, enforce any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a an Interim Finance Document, any Letter of Credit or Bank Guarantee or any other document or securitysecurity unless in the case of amendments to the Bank Guarantee, the Borrower had not provided its consent to such amendment(s);
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Interim Finance Document, any Letter of Credit, any Bank Guarantee (unless such obligation arose by reason of the relevant Issuing Bank's negligence or wilful misconduct) or any other document or securitysecurity provided by an Obligor; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each The Borrower shall immediately will on demand by the Lender indemnify the Issuing Bank Lender against any costCost, loss loss, damage or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to claim which the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit may sustain or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested incur as a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) includingconsequence of:
(i) any time, waiver or consent granted to, or composition with, sum payable by any Obligor, Security Provider under any beneficiary under a Letter of Credit or Bank Guarantee or other personFinance Document not being paid when due;
(ii) the release occurrence of any other Obligor Event of Default or any other person under the terms Potential Event of any composition or arrangement with any creditor of any member of the GroupDefault;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, a Drawdown requested in a Utilisation Notice not being provided for any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any reason including failure to realise fulfil any condition precedent but excluding any default by the full value of any securityLender;
(iv) it becoming, after the date of this agreement, unlawful or (as a result of a Change) impossible for the Lender to maintain or give effect to any incapacity or lack of power, authority or legal personality of or dissolution or change in its obligations under the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other personFinance Documents;
(v) any amendment enquiry, investigation, subpoena (however fundamentalor similar order) or replacement of a litigation with respect to any Security Provider or with respect to any transaction contemplated by any Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) anything in respect of a Security or any unenforceability, illegality or invalidity of any obligation of any person Security Property;
(vii) a liability under any Environmental Law;
(viii) any information produced or approved by any Group Member under or in connection with the Finance Document, Documents or the transactions they contemplate being or being alleged to be misleading or deceptive in any Letter material respect;
(ix) the Lender acting on any fax or other notice or on any direct oral or telephone instructions or request reasonably believed by the Lender to originate from any Security Provider or an Authorised Officer of Credit, any Bank Guarantee or any other document or securitythat Security Provider; or
(viix) the Lender receiving payments of principal other than on the last day of an Interest Period for any insolvency reason including prepayment in accordance with a Finance Document.
(b) These Costs, losses, damages and claims will include any loss of margin and the amount determined by the Lender as being any Break Costs suffered or similar proceedingsincurred by that Lender by reason of the liquidation or re-employment of deposits or other funds acquired or contracted for by the Lender to fund or maintain any Drawdown.
(c) The Lender must, as soon as reasonably practicable after demand by the Borrower, provide a certificate to the Borrower verifying the amount of its Break Costs claimed under clause 19(a).
Appears in 1 contract
Samples: R&d Tax Incentive Prepayment Loan Facility Agreement (Immuron LTD)
Indemnities. 6.9.1 Save to the extent that any Loan is made pursuant to Clause 6.8 (aLoans to cover demands) Each in respect of any claim, the Borrower shall immediately on demand indemnify the Issuing Fronting Bank against payment made, or any cost, loss or liability incurred incurred, by the Issuing Fronting Bank (otherwise than by reason of the Issuing Fronting Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank fronting bank under any Letter of Credit or Bank Guarantee requested by that the Borrower.
6.9.2 Save to the extent that any Loan is made pursuant to Clause 6.8 (bLoans to cover demands) Each in respect of any claim, each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Fronting Bank against any payment made, or cost, loss or liability incurred incurred, by the Issuing Fronting Bank (otherwise than by reason of the Issuing Fronting Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank fronting bank under any Letter of Credit or Bank Guarantee (unless the Issuing Fronting Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(c) 6.9.3 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveClause 6.9.2), then that Lender will not be obliged to comply with paragraph (b) Clause 6.9.2 and shall instead be deemed to have taken, on the date first day of the Term of that Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s 's participation in the that Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the that Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On Index receipt of demand from the relevant Facility Agent, that Lender shall pay to the relevant Facility Agent (for the account of the Issuing Fronting Bank) an amount equal to its L/C Proportion of the total amount demanded under paragraph (b) aboveClause 6.9.2.
(d) 6.9.4 The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Fronting Bank under this Clause 7.5 6.9 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) 6.9.5 The obligations of each Lender under this Clause 6.9 (Indemnities) are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) 6.9.6 The obligations of any each Lender under this Clause 6.9 (Indemnities) will not be affected by (and the intention of each Lender is that its obligation shall continue in full force and effect notwithstanding) any act, omission, matter or thing which, but for this ClauseClause 6.9.6, would reduce, release or prejudice any of its obligations under this Clause 6.9 (Indemnities) (without limitation and whether or not known to it or any other person) including:
(iA) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(iiB) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the GroupObligor or any other person;
(iiiC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivD) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vE) any amendment amendment, novation, supplement, extension, restatement (however fundamentalfundamental and whether or not more onerous) or replacement of a any Finance Document, any Letter of Credit or Bank Guarantee any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
(viF) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(viiG) any insolvency or similar proceedings.. Index
Appears in 1 contract
Samples: Senior Secured Multicurrency Credit Facility Agreement (Carrizo Oil & Gas Inc)
Indemnities. (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee Obligation requested by that Borrower.
(b) Each Lender shall (according to its Obligation Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee Obligation (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with give the indemnity in paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee Obligation is issued (or if later, on the date the Lender’s 's participation in the Letter of Credit or Bank Guarantee Obligation is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee Obligation in an amount equal to its Obligation Proportion of that Letter of Credit or Bank GuaranteeObligation. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Obligation Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee an Obligation shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank GuaranteeObligation.
(e) The obligations of each Lender under this Clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteeObligation, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any each Lender and each Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee an Obligation or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit an Obligation or Bank Guarantee or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee an Obligation or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee Obligation or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Obligation or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Senior Subscription Agreement (TPG Advisors IV, Inc.)
Indemnities. (a) Each A Borrower shall must immediately on demand indemnify the LC Issuing Bank against any cost, loss or liability incurred which the LC Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the extent that the loss or liability is directly caused by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as misconduct of the LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that BorrowerBank.
(b) Each Lender shall (according to its Proportion) must immediately on demand indemnify the LC Issuing Bank against its share of any cost, loss or liability incurred which the LC Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as misconduct of the LC Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)Bank.
(c) If any Lender is not permitted (by its constitutional documents A Lender's share of the liability or any applicable law) loss referred to comply with in sub-paragraph (b) above), then that Lender above will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, its Pro Rata Share under the Facility on the date the Letter of Credit Utilisation Date, adjusted to reflect any subsequent assignment or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of transfer under this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The relevant Borrower which requested a Letter of Credit or Bank Guarantee shall must immediately on demand reimburse any Lender for any payment it makes to the LC Issuing Bank under this Clause 7.5 (Indemnities) clause except to the extent that the relevant Borrower has already paid a corresponding amount in respect of that Letter of Credit or Bank Guaranteethe same claim to the Facility Agent pursuant to clause 4.7.4(b).
(e) The obligations of each Lender under this Clause clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;; or
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Facility Agreement (Txu Corp /Tx/)
Indemnities. (a) Each Borrower shall must immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit requested by reason it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Tranche C Lender shall (according to its Proportion) must immediately on demand (to be issued directly by the Issuing Bank) directly indemnify the Issuing Bank against its share of any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit and which has not been paid for by reason an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (The Facility Agent must, upon request by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal , provide to its Proportion the Issuing Bank any relevant details of each Tranche C Lender for the amount demanded purposes of issuing a demand under paragraph (b) above.
(d) The Borrower which requested a A Tranche C Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Issuing Bank Guarantee shall must promptly notify the Facility Agent:
(i) upon issuing a demand pursuant to paragraph (b) above; and
(ii) upon receipt from a Tranche C Lender of any amounts referred to under paragraph (b) above.
(f) The relevant Borrower must immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeSubclause.
(eg) The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or that Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fh) The obligations of any each Borrower and each Lender under this Clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets (present or future) of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(viiviii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each The relevant Borrower shall immediately on demand indemnify each Lender against any cost, loss or liability whatsoever incurred by such Lender (otherwise than by reason of such Lender’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit, whether pursuant to clause 6.5.3(a) (Claims under a Letter of Credit) or otherwise.
(b) The relevant Borrower shall immediately on demand indemnify the Issuing Bank Agent against any cost, loss or liability whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit.
(c) Each Lender shall (according to its Relevant Proportion) immediately on demand indemnify the Agent against any cost, loss or liability incurred by the Issuing Bank Agent (otherwise than by reason of the Issuing BankAgent’s gross negligence or wilful misconduct) in acting as the Issuing Bank carrying out its function under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank Agent has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The relevant Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank Agent under this Clause 7.5 clause 6.5.4(c) (Indemnities) unless the relevant Borrower has already indemnified (i) the Agent in full in respect of that Letter such payment under clause 6.5.4(c) (Indemnities), (in which instance the Agent shall promptly reimburse each Lender to the extent of Credit any payment made by such Lender to the Agent under clause 6.5.4(c) (Indemnities)), or Bank Guarantee(ii) such Lender in full in respect of such payment under clause 6.5.4(a).
(e) The obligations of each Lender and each Borrower under this Clause clause 6.5.4 (Indemnities) are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or that Borrower (as the case may be) in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause clause 6.5.4 (Indemnities) will not be affected by any act, omission, matter or thing which, but for this Clause, clause 6.5.4 (Indemnities,) would reduce, release or prejudice any of its obligations under this Clause clause 6.5.4 (Indemnities) (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or securitydocument;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or securitydocument; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Facility Agreement (British Sky Broadcasting Group PLC)
Indemnities. (a) Each Borrower shall immediately on demand indemnify the Issuing Fronting Bank against any cost, loss or liability incurred by the Issuing Fronting Bank (otherwise than by reason of the Issuing Fronting Bank’s gross negligence or wilful misconduct, as determined by a court of competent jurisdiction in a final non‑appealable judgment) in acting as the Issuing Fronting Bank under any Letter of Credit or Bank Guarantee requested by (or on behalf of) that Borrower (including for and on behalf of a Subsidiary of the Parent) (including, without limitation, as a result of the relevant Borrower’s failure to provide cash collateral or a counter‑indemnity, as required pursuant to paragraph (d) of Clause 6.5 (Term of Facility B Letters of Credit)).
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Fronting Bank against any cost, loss or liability incurred by the Issuing Fronting Bank (otherwise than by reason of the Issuing Fronting Bank’s gross negligence or wilful misconduct, as determined by a court of competent jurisdiction in a final non‑appealable judgment) in acting as the Issuing Fronting Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit or Bank Guarantee (including for and on behalf of a Subsidiary of the Parent) shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Fronting Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank GuaranteeCredit.
(ed) The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
. For the avoidance of doubt, the Borrower which requested (for on behalf of which the Parent requested) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;shall remain primarily liable for the Letter of Credit irrespective of whether such Letter of Credit is issued for and on behalf of a Subsidiary of the Parent.
(iic) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member The Share Buyback Consent, by amending Clause 27.20 (Dividends and Share Redemption) of the Group;
Revolving Facility Agreement to add the exception highlighted as new clause (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
paragraph (ivb) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.thereof:
Appears in 1 contract
Samples: Revolving Facility Agreement (Expro Group Holdings N.V.)
Indemnities. (a) Each A Borrower shall immediately must on demand indemnify the Issuing Fronting Bank against any cost, loss or liability incurred which the Fronting Bank incurs under or in connection with any Documentary Credit requested by it, except to the extent that the loss or liability is directly caused by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as misconduct of the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that BorrowerFronting Bank.
(b) Each Lender shall (according to its Proportion) immediately must promptly on demand indemnify the Issuing Fronting Bank against its share of any cost, loss or liability incurred which the Fronting Bank incurs under or in connection with any Documentary Credit and which has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as misconduct of the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)Fronting Bank.
(c) If any Lender is not permitted (by its constitutional documents A Lender’s share of the liability or any applicable law) loss referred to comply with in sub-paragraph (b) above)above will be its Pro Rata Share of the relevant Documentary Credit on its Utilisation Date, then that Lender will not be obliged adjusted to comply with paragraph (b) reflect any subsequent assignment or transfer under and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The relevant Borrower which requested a Letter of Credit or Bank Guarantee shall must immediately on demand reimburse any Lender for any payment it makes to the Issuing Fronting Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeSubclause.
(e) The obligations of each Lender and each Borrower under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or Borrower under or in respect of connection with any Letter of Credit or Bank GuaranteeDocumentary Credit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any each Lender or Borrower under this Clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee Document or any other document or security;
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Document or any other document or security; or
(viiviii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Credit Facility Agreement (Valentia Telecommunications)
Indemnities. (a) Each Borrower shall immediately The Account Party irrevocably and unconditionally agrees to indemnify each Issuing Lender on demand indemnify against all losses (except to the Issuing Bank against extent that any cost, loss or liability such losses are directly incurred by the Issuing Bank (otherwise than by reason as a result of the Issuing Bank’s gross negligence or wilful misconduct) in acting as default of the Issuing Bank Lender) which may be suffered or incurred by that Issuing Lender under any Letter of Credit or Bank Guarantee requested by that BorrowerGuarantee.
(b) Each Without prejudice to the Account Party's obligations under clause 7.4(a), each Revolving Lender shall (according irrevocably, unconditionally and severally agrees to pay to each Issuing Lender on demand an amount equal to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason relevant proportion of the amount which that Issuing Bank’s gross negligence or wilful misconductLender has paid under the relevant Bank Guarantee less the amount recovered from the relevant Account Party under clause 7.4(a). No Revolving Lender is liable under this clause 7.4(b) in acting as for an amount greater than its relevant proportion of the Issuing Bank Contingent Liability under any Letter of Credit or the relevant Bank Guarantee (unless the relevant Revolving Lender fails to pay the relevant Issuing Bank has been reimbursed by an Obligor pursuant to Lender on demand, in which event it will compensate that Issuing Lender for all losses it suffers as a Finance Documentresult of that failure).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveFor the purpose of clause 7.4(b), then that the "relevant proportion" in relation to a Revolving Lender will not be obliged means the proportion which its Revolving Commitment bears to comply with paragraph (b) and shall instead be deemed to have taken, on the aggregate of the Revolving Commitments of the Lenders as at the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Issuing Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) abovedemands payment.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately Account Party irrevocably and unconditionally agrees to pay to each Revolving Lender on demand reimburse any Lender for any payment it makes an amount equal to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of all payments by that Letter of Credit or Bank Guarantee.
(e) The obligations of each Revolving Lender under this Clause are continuing clause 7.4(b) and to indemnify that Revolving Lender against all other losses which may be suffered or incurred by that Revolving Lender under or in connection with its obligations and will extend to the ultimate balance under clause 7.4(b) other than as a result of sums payable a failure by that Lender to pay the Issuing Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in partaccordance with this agreement.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Credit Agreement (Fimep Sa)
Indemnities. (a) Each Borrower The Borrowers shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that a Borrower.
(b) Each Guarantee Facility Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Guarantee Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveClause 7.3(b), then that Lender will not be obliged to comply with paragraph (bClause 7.3(b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Guarantee Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Guarantee Facility Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee Borrowers shall immediately on demand reimburse any Guarantee Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Guarantee Facility Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Guarantee Facility Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Guarantee Facility Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the GroupGroup or any other person;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-non- presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. In addition to the Loan Prepayment Fee, the Borrowers hereby indemnify each of the Lenders against any loss, cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred failure by the Issuing Bank (otherwise than by reason Borrowers to make any payment when due of the Issuing Bank’s gross negligence any amount due hereunder in connection with an RFR Loan or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
a Eurocurrency Rate Loan, (b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason failure of the Issuing Bank’s gross negligence Borrowers to borrow or wilful misconduct) continue an RFR Loan or a Eurocurrency Rate Loan or convert to an RFR Loan or a Eurocurrency Rate Loan on a date specified therefor in acting as the Issuing Bank under any Letter a Notice of Credit Borrowing or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
Notice of Conversion/Continuation, (c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account failure of the Issuing Bank) an amount equal Borrowers to its Proportion prepay any RFR Loan or Eurocurrency Rate Loan on a date specified therefor in any Notice of the amount demanded under paragraph (b) above.
Prepayment, (d) The Borrower which requested any payment, prepayment or conversion of any Daily Simple RFR Loan on a Letter date other than on the Interest Payment Date therefor (including as a result of Credit an Event of Default) or Bank Guarantee shall immediately SOFR Rate Loan or Eurocurrency Rate Loan on demand reimburse any Lender for any payment it makes to a date other than the Issuing Bank under this Clause 7.5 last day of the Interest Period therefor (Indemnitiesincluding as a result of an Event of Default) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect assignment of any Letter Daily Simple RFR Loan other than on the Interest Payment Date therefor or any Eurocurrency Rate Loan or SOFR Rate Loan other than on the last day of Credit the Interest Period applicable thereto. In the case of a Eurocurrency Rate Loan, the amount of such loss or Bank Guaranteeexpense shall be determined, regardless in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of any intermediate payment the Eurocurrency Rate Loans in the London or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any actother applicable offshore interbank market for such Currency, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known such Eurocurrency Rate Loan was in fact so funded, and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) compensate such Lender shall be forwarded to the release of any other Obligor or any other person under Borrowers through the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect Administrative Agent and shall be conclusively presumed to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.be correct save for manifest error. NAI-1513461614v2
Appears in 1 contract
Indemnities. (aA) Each The Borrower shall immediately on demand indemnify each LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct and otherwise in respect of the obligation of any Lender to provide cash collateral pursuant to clause 8.10 (Cash collateralisation)) in acting as an LC Issuing Bank under any Letter of Credit.
(B) Each Lender (other than IFC) shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(dC) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.5 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under clause 8.10(C) or 8.10(D)). In the absence of reimbursement of the LC Issuing Bank or Lenders by the Borrower pursuant to this clause 8.4 (Indemnities) within 5 Business Days of demand (the “LC Payment Date”), the Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Borrower shall be treated as having agreed to borrow that Letter Loan on the LC Payment Date. The proceeds of Credit each Loan made available by the Lenders in accordance with this clause 8.4(C) and deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the Lenders) in satisfaction of the obligations of the Borrower in accordance with this clause 8.4 to reimburse the LC Issuing Bank or Bank GuaranteeLenders for the amount of the outstanding payment.
(eD) The obligations of each Lender and the Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fE) The obligations of any a Lender or a Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each Without in any way limiting the obligations of the Borrower under Clause 7.2 (Claims under a Bank Guarantee), the Borrower shall immediately on demand indemnify the Issuing Bank each Facility C Lender against any cost, loss or liability incurred by the Issuing that Facility C Lender in issuing any Bank (otherwise Guarantee, other than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by arising solely from the Issuing Bank (otherwise than by reason of the Issuing Bank’s wilful default, gross negligence or wilful misconductmisconduct of that Facility C Lender alone.
(b) If:
(i) the Agent specifies the Claim Sharing Date; and
(ii) any loss in acting relation to the Bank Guarantees is not shared between the Facility C Lenders pro rata to the amount which their respective Facility C Commitments bore to the Total Facility C Commitments as at the Claim Sharing Date, the Facility C Lenders shall make such payments between themselves as the Issuing Bank under Agent shall require to ensure that after taking into account such payments, any Letter of Credit or Bank Guarantee (unless such loss is shared between the Issuing Bank has been reimbursed by an Obligor pursuant Facility C Lenders pro rata to a Finance Document)the amount which their respective Facility C Commitments bore to the Total Facility C Commitments as at the Claim Sharing Date.
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Facility C Lender for any payment it makes to the Issuing Bank another Facility C Lender under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee7.3.
(ed) The obligations of the Borrower and each Facility C Lender under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender the Borrower in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(fe) The obligations of the Borrower or any Facility C Lender under this Clause 7 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Guarantee, any Obligor or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the GroupObligor or other person;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Guarantee, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Guarantee, any Obligor or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Transaction Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any Obligor or other person under any Finance Transaction Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that the Borrower.
(b) Each Guarantee Facility Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Guarantee Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Guarantee Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Guarantee Facility Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Guarantee Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Guarantee Facility Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Guarantee Facility Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Guarantee Facility Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the GroupGroup or any other person;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-non- presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Facility Agreement (Cascal B.V.)
Indemnities. (a) Each The Borrower shall immediately on must within one (1) Business Day of a demand indemnify the Issuing Bank against any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit requested by reason it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall must within one (according to its Proportion1) immediately on Business Day of a demand indemnify the Issuing Bank against its share of any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with any Letter of Credit and which has not been paid for by reason an Obligor including, without limitation, payment of a claim, except to the extent that the loss or liability is caused by the gross negligence or wilful misconduct of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents A Lender’s share of the liability or any applicable law) loss referred to comply with in paragraph (b) above), then that Lender above will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, its Pro Rata Share on the date Utilisation Date of the relevant Letter of Credit Credit, adjusted to reflect any subsequent assignment or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of transfer under this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall must immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeSubclause.
(e) The obligations of the Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by the Borrower or that Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;; or
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each Borrower 11.1 The T1CB shall immediately on demand indemnify and save harmless the Issuing Bank against T1IB with respect to any costloss, liability, damages, costs or expenses which the T1IB may incur arising out of errors or omissions committed by the T1CB in carrying out instructions given to it by the T1IB.
11.2 The T1CB shall indemnify and save harmless each Client, except where such loss or damage is as a result of the negligence of the T1IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by such Client resulting from any errors or negligence on the Issuing Bank (otherwise than by reason part of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation T1CB in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any performance of its obligations under this Clause Agreement.
11.3 The T1IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T1IB and not the T1CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.06, the T1IB will, upon notice from the T1CB, pay to the T1CB an amount, up to the amount of excess Risk Adjusted Capital of the T1IB as determined by the T1IB on its most recent Form 1 (without limitation and whether or not known the "Indemnity Amount"), required to it or any other person) includingsatisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the T1IB to the T1CB, then the T1IB acknowledges that its obligation to deliver further Indemnity Amounts continues until such time as the T1IB has delivered such further Indemnity Amounts to the T1CB as are required to satisfy said obligation. Without limiting the generality of the foregoing, the T1IB:
(ia) agrees to indemnify and save harmless the T1CB from any timeloss, waiver liability, damages, costs or consent granted toexpenses which the T1CB may suffer or incur by reason of the failure of the T1IB or any of the Clients to make any payment of money or delivery of securities to the T1CB as and when required by it including, or composition withwithout limitation, any Obligorpayment of all commissions, any beneficiary under a Letter of Credit or Bank Guarantee or other person;margin and interest charges on late payments charged by the T1CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the release T1CB from any loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any other Obligor act or any other person under failure to act on the terms of any composition or arrangement with any creditor of any member part of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change T1CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of an Obligor, any beneficiary under a Letter the negligence of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsthe T1CB.
Appears in 1 contract
Samples: Introducer/Carrier Broker Agreement
Indemnities. (aA) Each Subject to clause 6.10 (Claims under a Letter of Credit), the Borrower shall immediately on demand indemnify the LC Issuing Bank against any cost, loss or liability (including any Third Party LC Margin but excluding any Third Party LC Issuing Fees) incurred by the LC Issuing Bank in acting as LC Issuing Bank hereunder (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct).
(B) Each Lender shall (according to its portion of the Available Facility), immediately on demand by the Facility Agent (acting on the instructions of the LC Issuing Bank), indemnify the LC Issuing Bank against any cost, loss or liability (including any Third Party LC Margin but excluding any Third Party LC Issuing Fees) incurred by the LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee hereunder (unless the LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(cC) If any Lender is not permitted Subject to clause 6.10 (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded Claims under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee Credit), the Borrower shall immediately on demand reimburse any Lender for any payment it makes to the LC Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guaranteeclause 6.11.
(eD) The obligations of each Lender and the Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Borrower in respect of any Issuing Bank Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fE) The obligations of any a Lender or a Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit Beneficiary or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Beneficiary or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Beneficiary or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Kosmos Energy Ltd.)
Indemnities. 6.8.1 Save to the extent that any Loan is made pursuant to Clause 6.7 (aLoans to cover demands) Each in respect of any claim, the Borrower shall immediately on demand indemnify the Issuing Fronting Bank against payment made, or any cost, loss or liability incurred incurred, by the Issuing Fronting Bank (otherwise than by reason of the Issuing Fronting Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Fronting Bank under any Letter of Credit or Bank Guarantee requested by that the Borrower.
6.8.2 Save to the extent that any Loan is made pursuant to Clause 6.7 (bLoans to cover demands) Each in respect of any claim, each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Fronting Bank against any payment made, or cost, loss or liability incurred incurred, by the Issuing Fronting Bank (otherwise than by reason of the Issuing Fronting Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Fronting Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) 6.8.3 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above)Clause 6.8.2, then that Lender will not be obliged to comply with paragraph (b) Clause 6.8.2 and shall instead be deemed to have taken, on the date first day of the Term of that Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s 's participation in the that Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the that Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Fronting Bank) an amount equal to its L/C Proportion of the total amount demanded under paragraph (b) aboveClause 6.8.
(d) 6.8.4 The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Fronting Bank under this Clause 7.5 6.8 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeCredit, save to the extent that a Loan is made pursuant to Clause 6.7 (Loans to cover demands) in respect of any such payment.
(e) 6.8.5 The obligations of each Lender under this Clause 6.8 (Indemnities) are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) 6.8.6 The obligations of any Lender under this Clause 6.8 (Indemnities) will not be affected by any act, omission, matter or thing which, but for this ClauseClause 6.8.6, would reduce, release or prejudice any of its obligations under this Clause 6.8 (Indemnities) (without limitation and whether or not known to it or any other person) including:
(iA) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(iiB) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Groupother person;
(iiiC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivD) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vE) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(viF) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(viiG) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Borrowing Base Facility Agreement (Transglobe Energy Corp)
Indemnities. (a) 17.8.1 Each Borrower shall immediately on demand indemnify Obligor indemnifies the Issuing Bank against any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with the Standby Letter of Credit, except to the extent that the loss or liability is directly caused by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as misconduct of the Issuing Bank under any or by an illegal issuance of the Standby Letter of Credit or Bank Guarantee requested by that Borrowerthe Issuing Bank.
(b) 17.8.2 Each Participating Lender shall (according to its Proportion) immediately on demand indemnify indemnifies the Issuing Bank against its share of any cost, loss or liability incurred by which the Issuing Bank (otherwise than incurs under or in connection with the Standby Letter of Credit and which has not been paid for by reason of an Obligor, except to the Issuing Bank’s extent that the loss or liability is directly caused by the gross negligence or wilful misconduct) in acting as misconduct of the Issuing Bank under any or by an illegal issuance of the Standby Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion .
17.8.3 A Participating Lender’s share of the amount demanded liability or loss referred to in clause 17.8.2 will be its Pro Rata Share on the SLC Utilisation Date of the Standby Letter of Credit, adjusted to reflect any subsequent cession, assignment and transfer under paragraph (b) abovethis Agreement.
(d) 17.8.4 The Borrower which requested a Letter of Credit or Bank Guarantee shall Obligors must immediately on demand reimburse any Participating Lender for any payment it makes to the Issuing Bank under this Clause 7.5 clause 17.8 (Indemnities) in respect of that Letter of Credit or Bank Guarantee).
(e) 17.8.5 The obligations of each Obligor and each Participating Lender under this Clause clause 17.8 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by that Obligor or that Participating Lender under or in respect of any connection with the Standby Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) 17.8.6 The obligations of the Participating Lender or any Lender Obligor under this Clause clause 17 (Standby Letter of Credit Facility) will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause clause 17 (without limitation and Standby Letter of Credit Facility) (whether or not known to it or any other person) ), including:
(i) 17.8.6.1 any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a the Standby Letter of Credit or Bank Guarantee or any other person;
(ii) 17.8.6.2 the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Borrower Group;
(iii) 17.8.6.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a the Standby Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) 17.8.6.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a the Standby Letter of Credit or Bank Guarantee or any other person;
(v) 17.8.6.5 any amendment (however fundamental) or replacement of a Finance Document, any the Standby Letter of Credit or Bank Guarantee or any other document or security;
(vi) 17.8.6.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any the Standby Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (aA) Each The Original Borrower shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by the such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct and otherwise in respect of the obligation of any Lender to provide cash collateral pursuant to clause 8.10 (Cash collateralisation)) in acting as an LC Issuing Bank under any Letter of Credit.
(B) Each Lender shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the that LC Issuing Bank has been reimbursed by an Obligor the Original Borrower pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(dC) The Original Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.5 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under clause 8.10(C) or 8.10(E)). In the absence of reimbursement of an LC Issuing Bank or Lenders by the Original Borrower pursuant to this clause 8.4 (Indemnities) within 5 Business Days of demand (the “LC Payment Date”), the Original Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Original Borrower shall be treated as having agreed to borrow that Letter Loan on the LC Payment Date. The proceeds of Credit each Loan made available by the Lenders in accordance with this clause 8.4(C) and deemed to be made to the Original Borrower shall be paid to an LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the Lenders) in satisfaction of the obligations of the Original Borrower in accordance with this clause 8.4 to reimburse that LC Issuing Bank or Bank GuaranteeLenders for the amount of the outstanding payment.
(eD) The obligations of each Lender and the Original Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Original Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fE) The obligations of any a Lender or the Original Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Deed of Amendment and Restatement (Kosmos Energy Ltd.)
Indemnities. (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any reasonably documented cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)Credit.
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each Bond Borrower shall immediately on demand indemnify the Issuing relevant Fronting Bank against any cost, loss or liability incurred by the Issuing that Fronting Bank (otherwise than by reason of the Issuing that Fronting Bank’s breach of this Agreement, gross negligence or wilful misconduct) as a direct consequence of, or in acting as the Issuing Bank under performance of its obligations or the exercise of its rights under, any Letter of Credit or Bank Guarantee Bond requested by that Bond Borrower.
(b) Each Lender shall (according to its Bond Proportion) immediately on demand (such demand to be made no earlier than seven Business Days following a demand on the Bond Borrower under Clause 7.3(a)) indemnify the Issuing relevant Fronting Bank against any cost, loss or liability incurred by the Issuing that Fronting Bank (otherwise than by reason of the Issuing that Fronting Bank’s gross negligence or wilful misconduct) in acting as the Issuing relevant Fronting Bank under any Letter of Credit or Bank Guarantee Bond (unless the Issuing that Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (bClause 7.3(b) above), then that Lender will not be obliged to comply with paragraph (bClause 7.3(b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee Bond is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee Bond is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee Bond in an amount equal to its Bond Proportion of that Letter of Credit or Bank GuaranteeBond. On receipt of demand from the Facilities Agent, that Lender shall pay to the Facilities Agent (for the account of the Issuing relevant Fronting Bank) an amount equal to its Bond Proportion of the amount demanded under paragraph (bClause 7.3(b) above.
(d) The relevant Bond Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing relevant Fronting Bank under this Clause 7.5 7.3 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeBond.
(e) The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit or Bank GuaranteeBond, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Bond or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Bond or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee Bond or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee Bond or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Bond or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Facilities Agreement (Carnival PLC)
Indemnities. (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s Bank 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Each Original Revolving Facility Lender, Additional Revolving Facility Lender and Refinancing Revolving Facility Lender (as applicable) shall (according to its L/C Proportion) immediately on demand indemnify the relevant Issuing Bank against any cost, loss or liability incurred by the that Issuing Bank (otherwise than by reason of the that Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Original Revolving Facility Lender or Additional Revolving Facility Lender or Refinancing Revolving Facility Lender (as applicable) is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s 's participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested (or on behalf of which the Obligors’ Agent requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) If a Borrower has provided cash cover in respect of a Lender's participation in a Letter of Credit, the Issuing Bank shall seek reimbursement from that cash cover before making a demand of that Lender under paragraph (b) above. Any recovery made by an Issuing Bank pursuant to that cash cover will reduce that Lender's liability under paragraph (a) above.
(g) The obligations of any Lender or Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7.3, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)
Indemnities. (a) Each The Borrower shall immediately on demand indemnify each Lender against any cost, loss or liability whatsoever incurred by such Lender (otherwise than by reason of such Lender’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit, whether pursuant to clause 6.5.3(a) (Claims under a Letter of Credit) or otherwise.
(b) The Borrower shall immediately on demand indemnify the Issuing Bank Agent against any cost, loss or liability whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit.
(c) Each Lender shall (according to its Relevant Proportion) immediately on demand indemnify the Agent against any cost, loss or liability incurred by the Issuing Bank Agent (otherwise than by reason of the Issuing BankAgent’s gross negligence or wilful misconduct) in acting as the Issuing Bank carrying out its function under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank Agent has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank Agent under this Clause 7.5 clause 6.5.4(c) (Indemnities) unless the Borrower has already indemnified (i) the Agent in full in respect of that Letter such payment under clause 6.5.4(c) (Indemnities), (in which instance the Agent shall promptly reimburse each Lender to the extent of Credit any payment made by such Lender to the Agent under clause 6.5.4(c) (Indemnities)), or Bank Guarantee(ii) such Lender in full in respect of such payment under clause 6.5.4(a).
(e) The obligations of each Lender under this Clause clause 6.5.4 (Indemnities) are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause clause 6.5.4 (Indemnities) will not be affected by any act, omission, matter or thing which, but for this Clauseclause 6.5.4 (Indemnities), would reduce, release or prejudice any of its obligations under this Clause clause 6.5.4 (Indemnities) (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or securitydocument;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or securitydocument; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Facility Agreement (British Sky Broadcasting Group PLC)
Indemnities. Each of the Lenders severally undertakes to keep the Fronting Banks indemnified as follows:
(a) Each Borrower shall immediately Lender irrevocably and unconditionally undertakes to pay to the Administrative Agent for the account of each Fronting Bank, on demand indemnify made by such Fronting Bank through the Issuing Administrative Agent:
(i) such Lender's Commitment Percentage of each amount which is expressed to be payable by any of the Borrowers to or for the account of such Fronting Bank by way of the payment, repayment or prepayment of any International Facility Loan and which the applicable Borrower fails to pay together with interest which has accrued with respect thereto, and
(ii) such additional amount as shall be necessary to reimburse such Fronting Bank for its cost of funding the amount payable by such Lender as mentioned in sub-clause (i) above during the period beginning on the date the amount was due from the applicable Borrower and ending on the date demand is made on such Lender for payment of the same, and agrees that neither the Fronting Banks nor the Administrative Agent shall be obliged to make any demand on or take any proceedings against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence Borrowers or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrowerother person before making demand on such Lender hereunder.
(b) Each Lender shall (according irrevocably and unconditionally undertakes to its Proportion) immediately pay to the Administrative Agent for the account of each Fronting Bank on demand indemnify made by such Fronting Bank through the Issuing Bank against Administrative Agent at any costtime after an Event of Default has occurred and is continuing and has not been waived, loss or liability incurred by the Issuing Bank (otherwise than by reason its Commitment Percentage of the Issuing Dollar Equivalent on the date of such payment of any outstanding International Facility Loan made by such Fronting Bank’s gross negligence or wilful misconduct, and any such payment shall be in satisfaction pro tanto of the undertakings of such Lender contained in clause (a) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)above.
(c) If any a Lender is not permitted (by its constitutional documents or any applicable law) fails to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, make payment on the due date the Letter therefor of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an any amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand due from the Agent, that Lender shall pay to the Agent (it for the account of the Issuing Banka Fronting Bank pursuant to clauses (a) an amount equal to its Proportion of the amount demanded under paragraph or (b) aboveabove (a "RELEVANT AMOUNT") then (i) such Lender shall be deemed to be Delinquent Lender pursuant to Section 16.5.3, and (ii) until such Fronting Bank has received payment of the relevant amount in full (and without prejudice to any other rights or remedies of the Administrative Agent or such Fronting Bank in respect of such failure) such Fronting Bank shall be entitled to receive any interest which such Delinquent Lender would otherwise have been entitled to receive in respect of the Loan in respect of which the relevant amount is payable and (iii) such Delinquent Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents, and, for so long as such Lender remains a Delinquent Lender under this Section 6.12.2, the determination of the Majority Lenders shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to the interest of such Delinquent Lender in the Loans to the extent of such participation.
(d) The Borrower which requested a Letter Borrowers jointly and severally, irrevocably and unconditionally (but, in the case of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes GmbH, subject to Section 30 of the Issuing Bank under this Clause 7.5 (Indemnities) in respect GmbH Act of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteeGermany), regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
undertake (i) to reimburse to each Lender any timeamount paid by such Lender pursuant to this Section 6.12.2, waiver or consent granted toand such amount shall be immediately due from the Borrowers to such Lender on the day such amount is paid by such Lender to the Administrative Agent, or composition withand shall accrue interest from such date until the date of payment in full of such amount (including all accrued and unpaid interest thereon) at the rate of interest applicable to overdue principal pursuant to Section 6.11.1, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
and (ii) to indemnify and hold each Lender harmless against all actions, proceedings, liabilities, claims, demands, costs and expenses of whatsoever nature and howsoever occurring which such Lender may properly incur, suffer or sustain by reason of its payment of such amount, including without limitation any losses (in Dollars) arising from fluctuations in currency rates between the release date of any other Obligor or any other person under payment to the terms of any composition or arrangement with any creditor of any member of the Group;
Administrative Agent by such Lender pursuant to clauses (iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamentala) or replacement (b) above, and the date of a Finance Document, any Letter such Lender's receipt of Credit or Bank Guarantee or any other document or security;
payment pursuant to this clause (vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsd).
Appears in 1 contract
Indemnities. (aA) Each The Original Borrower shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by the such LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s 's gross negligence or wilful misconductmisconduct and otherwise in respect of the obligation of any Lender to provide cash collateral pursuant to clause 8.10 (Cash collateralisation)) in acting as the an LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that BorrowerCredit.
(bB) Each Lender shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against any cost, loss or liability incurred by the such LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee (unless the that LC Issuing Bank has been reimbursed by an Obligor the Original Borrower pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(dC) The Original Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.5 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under clause 8.10(C) or 8.10(E)). In the absence of reimbursement of an LC Issuing Bank or Lenders by the Original Borrower pursuant to this clause 8.4 (Indemnities) within 5 Business Days of demand (the "LC Payment Date"), the Original Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Original Borrower shall be treated as having agreed to borrow that Letter Loan on the LC Payment Date. The proceeds of Credit each Loan made available by the Lenders in accordance with this clause 8.4(C) and deemed to be made to the Original Borrower shall be paid to an LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the Lenders) in satisfaction of the obligations of the Original Borrower in accordance with this clause 8.4 to reimburse that LC Issuing Bank or Bank GuaranteeLenders for the amount of the outstanding payment.
(eD) The obligations of each Lender and the Original Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Original Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fE) The obligations of any a Lender or the Original Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Loan Agreement (Kosmos Energy Ltd.)
Indemnities. 7.1 The indemnities in this Clause 7 are subject to Completion taking place but are without prejudice to the provisions of Clause 8.
7.2 Each indemnity in this Clause 7 shall be construed as being a separate set of indemnities in respect of each Farmed Interest between the Farmor and Farminee.
7.3 To the extent that any costs, charges, expenses, liabilities and obligations relating to a Farmed Interest (atogether “Obligations”) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability are properly incurred by the Issuing Bank Farmor and Accrue in respect of any period after the Effective Date each respective Farminee shall reimburse and indemnify the Farmor against any of such Obligations which are borne by the Farmor; provided that:
7.3.1. the Farminee shall not be liable to indemnify the Farmor where the relevant Obligation relates to the same subject matter in respect of which the Farmor has reasonably been demonstrated by the Farminee to be in breach of any warranty, representation or undertaking contained in Clause 8.1 or Part A of Schedule 1;
7.3.2. where the Farmor shall have a right of recourse against or a right to be reimbursed by any third party (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconductincluding any relevant insurer) in acting as respect of any Obligations then the Issuing Bank under Farmor shall use all reasonable endeavours to make available to the Farminee the benefits of such rights or any Letter of Credit or Bank Guarantee requested by that Borrower.recoveries made pursuant thereto; and
(b) Each Lender 7.3.3. the Farminee shall (according not be liable to its Proportion) immediately on demand indemnify the Issuing Bank against Farmor for any costrelevant Obligation, loss charge, expense, liability or liability obligation which was incurred by the Issuing Bank (otherwise than Farmor in circumstances where the Farmor has reasonably been demonstrated by reason the Farminee to be in breach of its obligations to the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (Farminee pursuant to Clause 4.2 unless the Issuing Bank Farmor has been reimbursed subsequently remedied such breach and/or Farminee has suffered no material disadvantage thereby.
7.4 To the extent that a Farminee properly incurs or settles any such Obligations which Accrued in respect of any period prior to the Effective Date the Farmor shall reimburse and indemnify the Farminee against any such Obligations which are borne by the Farminee, provided that:
7.4.1. it is not an Obligor expense for which the Farminee is properly liable pursuant to a Finance Document)Clause 4; and further that
7.4.2. it is specifically agreed between the Parties that all the obligations in respect of environmental, site restoration and abandonment arising out of operations on the Licence whether prior to or after Completion shall be borne by the Parties pro rata to their Percentage Interests.
7.5 To the extent that any income, receipts, rebates or other benefits relating to a Farmed Interest (ctogether “Benefits”) If any Lender is not permitted (are received by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned credited to the Lender Farmor in accordance with respect of any period after the terms of this Agreement)Effective Date in respect thereof, an undivided interest and participation in the Letter of Credit or Bank Guarantee in Farmor shall, except as otherwise provided herein, pay to the Farminee an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) abovesuch Benefits.
(d) The Borrower which requested 7.6 To the extent that any such Benefits are received by or credited to a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender Farminee in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known period prior to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement Effective Date in respect of thereof the Farminee shall, except as otherwise provided herein, reimburse the Farmor for any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingssuch Benefits.
Appears in 1 contract
Indemnities. (aA) Each The Borrower shall immediately on demand indemnify each LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct and otherwise in respect of the obligation of any Lender to provide cash collateral pursuant to Clause 16.10) in acting as an LC Issuing Bank under any Letter of Credit.
(B) Each Lender (other than IFC) shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(dC) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.5 clause 16.4 (Indemnities) (other than any Cash Deposit made pursuant to Clause 16.10 but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under Clause 16.10(C) or 16.10(D)). In the absence of reimbursement of the LC Issuing Bank or Lenders by the Borrower pursuant to this clause 16.4 within 5 Business Days of demand (the “LC Payment Date”), the Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Borrower shall be treated as having agreed to borrow that Letter Loan on the LC Payment Date. The proceeds of Credit each Loan made available by the Lenders in accordance with this clause 16.4(C) and deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the Lenders) in satisfaction of the obligations of the Borrower in accordance with this clause 16.4 to reimburse the LC Issuing Bank or Bank GuaranteeLenders for the amount of the outstanding payment.
(eD) The obligations of each Lender and the Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fE) The obligations of any a Lender or a Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Deed of Amendment and Restatement (Kosmos Energy Ltd.)
Indemnities. (ai) Each The Borrower shall immediately on demand indemnify the Issuing Bank Agent against any cost, loss or liability incurred by the Issuing Bank Agent (otherwise than by reason of the Issuing BankAgent’s gross negligence or wilful misconduct) in acting as the Issuing Bank issuing bank under any Letter of Credit or Bank Guarantee requested by that the Borrower.
(bii) Each Lender shall (according to its ProportionProportionate Share of the relevant Guarantee) immediately on demand indemnify the Issuing Bank Agent against any cost, loss or liability incurred by the Issuing Bank Agent (otherwise than by reason of the Issuing BankAgent’s gross negligence or wilful misconduct) in acting as the Issuing Bank issuing bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank Agent has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(ciii) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (bii) above), then that Lender will not be obliged to comply with paragraph (bii) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion Proportionate Share of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing BankAgent) an amount equal to its Proportion Proportionate Share of the amount demanded under paragraph (b) abovedemanded.
(div) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank Agent under this Clause 7.5 (Indemnities) clause 7.3 in respect of that Letter of Credit or Bank Guarantee.
(ev) The obligations of each Lender under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(fvi) The obligations of any Lender or the Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) a. any time, waiver or consent granted to, or composition with, any Obligorthe Borrower, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) b. the release of any other Obligor the Borrower or any other person under the terms of any composition or arrangement with any creditor of or any member of the GroupGroup Company;
(iii) c. the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligorthe Borrower, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) d. any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligorthe Borrower, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) e. any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) f. any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) g. any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each Without limiting the liability of any Borrower under the Finance Documents, each Revolving Credit Lender shall immediately forthwith on demand indemnify the Issuing Bank against Facility Agent, and each Swingline Lender shall forthwith on demand indemnify the relevant Swingline Agent, for that Lender’s proportion of any liability or loss (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent or the relevant Swingline Agent in any way relating to or arising out of its acting as the Facility Agent or the relevant Swingline Agent, except to the extent that the liability or loss arises directly from the relevant Agent’s gross negligence or wilful misconduct (or, in the case of any cost, loss or liability incurred by pursuant to Clause 21.18 (Disruption to Payment Systems etc.) notwithstanding the Issuing Bank (otherwise than by reason of the Issuing BankFacility Agent’s negligence, gross negligence or wilful misconduct) in acting as any other category of liability whatsoever but not including any claim based on the Issuing Bank under any Letter fraud of Credit or Bank Guarantee requested by that Borrowerthe Facility Agent).
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason A Lender’s proportion of the Issuing Bank’s gross negligence liability or wilful misconduct) loss set out in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (ba) above), then that Lender above will not be obliged the proportion which the Original Dollar Amount of its participation in the Revolving Loans (if any) bears to comply with paragraph (b) and shall instead be deemed to have taken, the Original Dollar Amount of all the Revolving Loans on the date of the Letter demand or, in the case of Credit or Bank Guarantee is issued a Swingline Lender, the proportion which the participation in the relevant Swingline Loans (or if later, any) bear to all the relevant Swingline Loans outstanding on the date of demand. However, if there are no such Loans outstanding on the Lender’s participation in date of demand, then the Letter of proportion will be the proportion which its Revolving Credit Commitment or Bank Guarantee is transferred or assigned relevant Swingline Commitment bears to the Lender in accordance with Total Revolving Credit Commitments, the terms of this Agreement)Total U.S.$ Swingline Commitments, an undivided interest and participation in or Total SEK Swingline Commitments (as applicable) at the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt date of demand from or, if the AgentTotal Revolving Credit Commitments, that Lender shall pay the Total U.S.$ Swingline Commitments, or Total SEK Swingline Commitments (as applicable) have then been cancelled, bore to the Agent (for Total Revolving Credit Commitments, the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted toTotal U.S.$ Swingline Commitments, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
Total SEK Swingline Commitments (iias applicable) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsimmediately before being cancelled.
Appears in 1 contract
Samples: Facilities Agreement (Autoliv Inc)
Indemnities. In addition to the Loan Prepayment Fee, the Borrowers hereby indemnify each of the Lenders against any loss, cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred failure by the Issuing Bank (otherwise than by reason Borrowers to make any payment when due of the Issuing Bank’s gross negligence any amount due hereunder in connection with an RFR Loan or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
a Eurocurrency Rate Loan, (b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason failure of the Issuing Bank’s gross negligence Borrowers to borrow or wilful misconduct) continue an RFR Loan or a Eurocurrency Rate Loan or convert to an RFR Loan or a Eurocurrency Rate Loan on a date specified therefor in acting as the Issuing Bank under any Letter a Notice of Credit Borrowing or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
Notice of Conversion/Continuation, (c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account failure of the Issuing Bank) an amount equal Borrowers to its Proportion prepay any RFR Loan or Eurocurrency Rate Loan on a date specified therefor in any Notice of the amount demanded under paragraph (b) above.
Prepayment, (d) The Borrower which requested any payment, prepayment or conversion of any Daily Simple RFR Loan on a Letter date other than on the Interest Payment Date therefor (including as a result of Credit an Event of Default) or Bank Guarantee shall immediately SOFR Rate Loan or Eurocurrency Rate Loan on demand reimburse any Lender for any payment it makes to a date other than the Issuing Bank under this Clause 7.5 last day of the Interest Period therefor (Indemnitiesincluding as a result of an Event of Default) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect assignment of any Letter Daily Simple RFR Loan other than on the Interest Payment Date therefor or any Eurocurrency Rate Loan or SOFR Rate Loan other than on the last day of Credit the Interest Period applicable thereto. In the case of a Eurocurrency Rate Loan, the amount of such loss or Bank Guaranteeexpense shall be determined, regardless in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of any intermediate payment the Eurocurrency Rate Loans in the London or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any actother applicable offshore interbank market for such Currency, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known such Eurocurrency Rate Loan was in fact so funded, and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) compensate such Lender shall be forwarded to the release of any other Obligor or any other person under Borrowers through the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect Administrative Agent and shall be conclusively presumed to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsbe correct save for manifest error.
Appears in 1 contract
Indemnities. (a) Each A Borrower shall immediately must promptly on demand indemnify the Issuing Bank against any cost, loss or liability incurred by which the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence incurs under or wilful misconduct) in acting as the Issuing Bank under connection with any Letter of Credit or Bank Guarantee requested by it, except to the extent that Borrowerthe loss or liability is caused by the negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank.
(b) Each Lender shall (according to its Proportion) immediately must promptly on demand indemnify the Issuing Bank against its share of any cost, loss or liability incurred by which the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence incurs under or wilful misconduct) in acting as the Issuing Bank under connection with any Letter of Credit and which at the date of demand has not been paid for by an Obligor, except to the extent that the loss or Bank Guarantee (unless liability is caused by the negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)Bank.
(c) If any Lender is not permitted A Lender's share of the liability or loss referred to in paragraph (by b) above will be its constitutional documents or any applicable law) to comply share of such Letter of Credit on the Utilisation Date (as determined in accordance with paragraph (b) above), then that Lender will not be obliged to comply with paragraph of Clause 6.3 (b) and shall instead be deemed to have taken, on the date the Issue of Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Credit)) for that Letter of Credit Credit, adjusted to reflect any subsequent assignment or Bank Guarantee is transferred or assigned to the Lender transfer in accordance with the terms of this Agreement), an undivided interest Clause 27.13 (Assignments and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the transfers—Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above).
(d) The relevant Borrower which requested a Letter of Credit or Bank Guarantee shall immediately must promptly on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect 7.5, except to the extent arising out of that Letter the negligence or wilful misconduct of, or breach of Credit or Bank Guaranteethe terms of this Agreement by, such Lender.
(e) The obligations of each Borrower and Lender under this Clause 7.5 are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or Lender under or in respect of connection with any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any each Borrower and Lender under this Clause 7.5 will not be affected by any act, omission, matter omission or thing which, but for this Clauseprovision, would reduce, release or prejudice any of its obligations under this Clause 7.5 (without limitation and whether or not known to it or any other person) including). This includes:
(i) any time, time or waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the any release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vvi) any amendment (however fundamental) or replacement of a Senior Finance Document, any Letter of Credit or Bank Guarantee Document or any other document or security;; or
(vivii) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Letter of Credit, any Bank Guarantee Document or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Senior Facilities Agreement (Nordic Telephone CO ApS)
Indemnities. 14.1 A Council or Councils in whose administrative area:
14.1.1 any development (aas defined by Town and Country Planning Xxx 0000 Section 55) Each Borrower to be financially assisted is to take place or
14.1.2 any facilities or services the provision of which is to be financially assisted are to be provided shall immediately on demand indemnify the Issuing Bank and keep indemnified Wirral from and against any cost, loss or liability incurred valid claim made against Wirral by an appropriate funding body for the Issuing Bank (otherwise than by reason repayment of any finance advanced to Wirral in its capacity as Accountable Body for the Issuing Bank’s gross Scheme and that project in particular save where such claim arises as a direct result of negligence or wilful misconductdefault on the part of Wirral its employees agents or contractors
14.2 Where any development (as defined by Town and Country Planning Xxx 0000 Section 55) to be financially assisted is to take place or any facilities or services the provision of which is to be financially assisted are to be provided in acting the administrative area of more than one Council then the indemnity to Wirral shall be in the same proportions as the Issuing Bank under amount of financial assistance intended to be expended in the relevant administrative areas as a part of the particular project (including associated costs and expenditure) bears to the total sum intended to be expended upon that project PROVIDED ALWAYS that (in aggregate and including a notional contribution from Wirral where part of such expenditure shall be made in Wirral’s administrative area) the indemnity shall in any Letter event amount to 100% of Credit or Bank Guarantee requested by that Borrower.any valid claim
14.3 Where the instigator and/or beneficiary of any project to be financially assisted is the Board then the Four Councils and TMP shall jointly and equally (bbut not severally) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank and keep indemnified Wirral from and against any cost, loss or liability incurred valid claim made against Wirral by an appropriate funding body for the Issuing Bank (otherwise than by reason repayment of any finance advanced to Wirral in its capacity as Accountable Body for the Issuing Bank’s gross Scheme and that project in particular save where such claim arises as a direct result of negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, default on the date the Letter part of Credit Wirral its employees agents or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of contractors PROVIDED ALWAYS that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account avoidance of doubt) in calculating any sums payable under this indemnity a notional equal contribution from Wirral shall be taken into account
14.4 Wirral shall not claim under the indemnity in clause 14.1 unless it has used reasonable endeavours to recover all or part of the Issuing Bank) an amount equal to its Proportion sums due from a recipient of grant assistance PROVIDED ALWAYS that if reasonable endeavours shall include the amount demanded under paragraph institution of legal proceedings against such recipient of grant assistance (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes subject to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit relevant Council or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend Councils having first been consulted as to the ultimate balance merits of sums payable such proceedings) that Council or Councils shall indemnify Wirral against any costs incurred by that Lender Wirral in respect bringing those proceedings
14.5 Wirral shall notify a relevant Council in writing as soon as reasonably practicable after it becomes aware of any Letter of Credit or Bank Guarantee, regardless circumstances that may cause it to claim against the indemnity in clause 14.1
14.6 Wirral shall notify Sefton Liverpool Halton and TMP in writing as soon as reasonably practicable after it becomes aware of any intermediate payment or discharge circumstances that may cause it to claim against the indemnity in whole or in part.
(f) The obligations of any Lender under this Clause will not clause 14.3 14.7 Any claim made by Wirral pursuant to clauses 14.1 and 14.4 shall be affected paid by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under the relevant responsible Council within 14 days after a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.written demand therefore supported by appropriate documentation
Appears in 1 contract
Indemnities. (a) Each The Borrower shall immediately on within five Business Days of demand indemnify the each Issuing Bank against any cost, loss or liability incurred by the such Issuing Bank (otherwise than by reason of the such Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that the Borrower. A certificate indicating the amount of such cost, loss or liability, detailing the calculation of such cost, loss or liability and explaining how and why such costs, losses or liabilities have been incurred by such Issuing Bank in acting as the Issuing Bank under any Letter of Credit shall be submitted by such Issuing Bank to the Borrower and the Administrative Agent and shall be prima facie evidence for all purposes, absent manifest error. For the avoidance of doubt, fronting fees and customary transaction costs and fees charged by an Issuing Bank pursuant to Clause 7.3
(a) (Fee payable in respect of Letters of Credit) shall not constitute costs, losses or liabilities of the Issuing Banks required to be indemnified by the Borrower under this Clause 7.5.
(b) Each Within three Business Days of demand, each Revolving Lender shall (according to its L/C Proportion) immediately on demand indemnify the each Issuing Bank against any cost, loss or liability incurred by the such Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the such Issuing Bank has been reimbursed by an Obligor a Credit Party pursuant to a Finance Document).
(c) If any Revolving Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Revolving Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Revolving Lender’s 's participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Revolving Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt Within three Business Days of demand from the Administrative Agent, that Revolving Lender shall pay to the Administrative Agent (for the account of the applicable Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter shall within five Business Days of Credit or Bank Guarantee shall immediately on demand reimburse any Revolving Lender for any payment it makes to the any Issuing Bank under this Clause 7.5 (Indemnities) in respect of that any Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Revolving Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Revolving Lender in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Revolving Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other personPerson) including:
(i) any time, waiver or consent granted to, or composition with, any ObligorCredit Party, any beneficiary under a Letter of Credit or Bank Guarantee or other personPerson;
(ii) the release of any other Obligor Credit Party or any other person Person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any ObligorCredit Party, any beneficiary under a Letter of Credit or Bank Guarantee or other person Person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligora Credit Party, any beneficiary under a Letter of Credit or Bank Guarantee or any other personPerson;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person Person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Revolving Credit Agreement (Pride International Inc)
Indemnities. (a) Each Borrower shall immediately on within five Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Each Lender or its Affiliate shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender or its Affiliate is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its L/C Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Facility Agent, that Lender or its Affiliate shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) abovedemanded.
(d) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit or Bank Guarantee shall immediately on within five Business Days of demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.3 in respect of that Letter of Credit otherwise than by reason of such Lender’s gross negligence or Bank Guaranteewilful misconduct.
(e) The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the GroupGroup Company;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security Security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any securitySecurity;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee (provided that the Company had consented to such amendment) or any other document or securitySecurity;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or securitySecurity; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Term and Revolving Facilities Agreement (ShangPharma Corp)
Indemnities. 9.1 If the Lender is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable or deemed to be received or receivable under a Finance Document then the Borrower must pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly) suffered.
9.2 Clause 9.1 shall not apply:
(a) Each with respect to any Tax assessed on the Lender if that Tax is imposed on or calculated by reference to the net income received or receivable by it; or
(b) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 19.3.
9.3 The Borrower shall immediately on demand pay any stamp, documentary and other similar duties and taxes to which the Finance Documents may be subject, or give rise and shall indemnify the Issuing Bank Lender against any losses or liabilities that it may incur as a result of any delay or omission by the Borrower in paying any such duties or taxes.
9.4 The Borrower must, within 3 Business Days of demand by the Lender, pay to the Lender the amount of any:
(a) reduction in the rate of return from the Facility or on the Lender’s overall capital;
(b) additional or increased cost; or
(c) reduction of any amount due and payable under any Finance Document, which is incurred or suffered by the Lender to the extent that it is attributable to the Lender having entered into the Agreement or funding or performing its obligations under any Finance Document and which is incurred by the Lender as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of the Agreement.
9.5 Clause 9.4 does not apply to the extent any such amount is:
(a) attributable to a Tax Deduction required by law to be made by the Borrower;
(b) compensated for by Clause 9.1 or would have been compensated for but was not solely because of the application of the exclusions in Clause 9.2; or
(c) attributable to the wilful breach by the Lender of any law or regulation.
9.6 All amounts payable under a Finance Document by the Borrower to the Lender shall be deemed to be exclusive of any VAT, and, accordingly, if VAT is chargeable, the Borrower must pay to the Lender (in addition to and at the same time as paying the relevant amount) an amount equal to the amount of the VAT.
9.7 The Borrower must, within 3 Business Days of demand, indemnify the Lender against any cost, loss or liability (including legal fees) incurred by it as a result of:
(a) obtaining any Valuation required by the Issuing Bank Lender as a condition precedent to the relevant Drawdown or as a result of the operation of any other term of the Agreement;
(otherwise b) the occurrence of any Event of Default or Potential Event of Default;
(c) a failure by an Obligor to pay any amount due under a Finance Document on its due date;
(d) funding, or making arrangements to fund, a Loan requested by the Borrower but not made by reason of the operation of any one or more of the provisions of the Agreement (other than by reason of the Issuing Bank’s wilful default or gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance DocumentLender alone).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.;
(e) The obligations the Loan (or part of each Lender under this Clause are continuing obligations and will extend to the ultimate balance Loan) not being prepaid in accordance with a notice of sums payable prepayment given by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.the Borrower;
(f) The obligations investigating any event which it reasonably believes is a Potential Event of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause Default (including without limitation and whether or not known obtaining a Valuation pursuant to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other personClause 13.3);
(iig) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(h) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release enforcement of, or refusal or neglect to perfect, take up or enforce, the preservation of any rights against, underany Finance Document and with any proceedings instituted by or security over assets of, any Obligor, any beneficiary under against the Lender as a Letter consequence of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of it entering into a Finance Document, taking of and holding the Security Documents, or enforcing or preserving any Letter of Credit or Bank Guarantee or its rights under each and any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any the Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedingsDocuments.
Appears in 1 contract
Samples: General Terms and Conditions
Indemnities. (aA) Each The Borrower shall immediately on demand indemnify each LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as an LC Issuing Bank under any Letter of Credit.
(B) Each Senior Lender shall (according to its LC Proportion) immediately on demand by the Senior Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(dC) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Senior Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.5 clause 8.4 (Indemnities). In the absence of reimbursement of the LC Issuing Bank or Senior Lenders by the Borrower pursuant to this clause 8.4 within 5 Business Days of demand (the “LC Payment Date”), the Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Borrower shall be treated as having agreed to borrow that Loan on the LC Payment Date. The proceeds of each Loan made available by the Lenders in accordance with this Clause 8.4(c) and-deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Senior Facility Agent on behalf of the Senior Lenders) in respect satisfaction of that Letter the obligations of Credit the Borrower in accordance with this clause 8.4 to reimburse the LC Issuing Bank or Bank GuaranteeSenior Lenders for the amount of the outstanding payment.
(eD) The obligations of each Senior Lender and the Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Senior Lender or, as the case may be, the Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fE) The obligations of any a Senior Lender or a Borrower under this Clause clause will not be affected by any act, omission, matter or thing which, but for this Clauseclause, would reduce, release or prejudice any of its obligations under this Clause clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each Borrower MCL shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that BorrowerPerformance Bond.
(b) Each Lender shall (according to its Bond Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee Performance Bond (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance DocumentMCL).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee Performance Bond is issued (or if later, on the date the Lender’s 's participation in the Letter of Credit or Bank Guarantee Performance Bond is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee Performance Bond in an amount equal to its Bond Proportion of that Letter of Credit or Bank GuaranteePerformance Bond. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Bond Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee MCL shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 19.5 (Indemnities) in respect of that Letter of Credit or Bank Guaranteea Performance Bond.
(e) The obligations of each Lender under this Clause 19 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank GuaranteePerformance Bond, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause 19 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 19, would reduce, release or prejudice any of its obligations under this Clause 19 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligorwith MCL, any beneficiary under a Letter of Credit Performance Bond or Bank Guarantee or any other person;
(ii) the release of any other Obligor MCL or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligorof MCL, any beneficiary under a Letter of Credit Performance Bond or Bank Guarantee or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an ObligorMCL, any beneficiary under a Letter of Credit or Bank Guarantee Performance Bond or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee Performance Bond or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Performance Bond or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) Each Borrower shall immediately on within 3 Business Days of demand indemnify the Issuing Alternative L/C Fronting Bank and each Alternative L/C Lender against any cost, loss or liability incurred by such Alternative L/C Fronting Bank or Alternative L/C Lender (otherwise than by reason of such Alternative L/C Fronting Bank or Alternative L/C Lender’s gross negligence or wilful misconduct or wilful breach of any Finance Document) in acting as Alternative L/C Fronting Bank or Alternative L/C Lender under any Alternative L/C Utilisation requested by (or on behalf of) that Borrower.
(b) Each Fronted Alternative L/C Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Alternative L/C Fronting Bank against any incremental cost, and any loss or liability incurred by the Alternative L/C Fronting Bank (otherwise than by reason of the Issuing Alternative L/C Fronting Bank’s gross negligence or wilful misconductmisconduct or wilful breach of any Finance Document) in acting as the Issuing Alternative L/C Fronting Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee Alternative L/C Utilisation (unless the Issuing Alternative L/C Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter (or on behalf of Credit or Bank Guarantee which the Company requested) an Alternative L/C Utilisation shall immediately on demand reimburse any Fronted Alternative L/C Lender for any payment it makes to the Issuing Alternative L/C Fronting Bank under this Clause 7.5 9.3 (Indemnities) in respect of that Letter of Credit or Bank GuaranteeAlternative L/C Utilisation.
(ed) The obligations of each Lender or Borrower under this Clause 9.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Fronted Alternative L/C Lender or Borrower in respect of any Letter of Credit or Bank GuaranteeAlternative L/C Utilisation, regardless of any intermediate payment or discharge in whole or in part.
(fe) The obligations of any Fronted Alternative L/C Lender or Borrower under this Clause 9.3 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 9.3, would reduce, release or prejudice any of its obligations under this Clause 9.3, (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a an Alternative Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Restricted Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a an Alternative Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a an Alternative Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Alternative Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Alternative Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Revolving Facilities Agreement (Manchester United Ltd.)
Indemnities. (a) Each Notwithstanding Clause 5.5 (Issuing Bank Utilisation Mechanics), each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its LC Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its LC Proportion of that Letter of Credit or Bank GuaranteeCredit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its LC Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 5C (Indemnities) in respect of that Letter of Credit or Bank GuaranteeCredit.
(e) The obligations of each Lender and each Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Grouparrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
(g) The obligation of each Lender under this clause shall be in addition to and independent of every other security which the Issuing Bank may at any time hold.
(h) The Issuing Bank shall not be obliged before exercising any of the rights, powers or remedies conferred upon them in respect of any Lender under this Clause or by law:
(iii) to take any action or obtain judgment in any court against any Borrower;
(iv) to make or file any claim or proof in a winding-up or dissolution of any Borrower; or
Appears in 1 contract
Indemnities. (ai) Each The Borrower shall immediately on demand indemnify each Lender against any cost, loss or liability whatsoever incurred by such Lender (otherwise than by reason of such Lender’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit, whether pursuant to sub-paragraph (c)(i) above or otherwise.
(ii) The Borrower shall immediately on demand indemnify the Issuing Bank Agent against any cost, loss or liability whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit.
(iii) Each Lender shall (according to its Relevant Proportion) immediately on demand indemnify the Agent against any cost, loss or liability incurred by the Issuing Bank Agent (otherwise than by reason of the Issuing BankAgent’s gross negligence or wilful misconduct) in acting as the Issuing Bank carrying out its function under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank Agent has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(div) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank Agent under this Clause 7.5 sub-paragraph (Indemnitiesiii) above unless the Borrower has already indemnified (A) the Agent in full in respect of that Letter such payment under sub-paragraph (iii) above, (in which instance the Agent shall promptly reimburse each Lender to the extent of Credit any payment made by such Lender to the Agent under sub-paragraph (iii) above, or Bank Guarantee(B) such Lender in full in respect of such payment under sub-paragraph (i) above.
(ev) The obligations of each Lender and the Borrower under this Clause paragraph (d) are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or the Borrower (as the case may be) in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(fvi) The obligations of any Lender or the Borrower under this Clause paragraph (d) will not be affected by any act, omission, matter or thing which, but for this Clauseparagraph (d), would reduce, release or prejudice any of its obligations under this Clause paragraph (d) (without limitation and whether or not known to it or any other person) including:
(iA) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(iiB) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iiiC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(ivD) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(vE) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or securitydocument;
(viF) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee Credit or any other document or securitydocument; or
(viiG) any insolvency or similar proceedings.
Appears in 1 contract
Samples: Facility Agreement (British Sky Broadcasting Group PLC)
Indemnities. (aA) Each The Borrower shall immediately on demand indemnify each LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct and otherwise in respect of the obligation of any Lender to provide cash collateral pursuant to Clause 8.10) in acting as an LC Issuing Bank under any Letter of Credit.
(B) Each Lender shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of the such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as the such LC Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(dC) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.5 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to Clause 8.10 but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under Clause 8.10(C) or 8.10(D)). In the absence of reimbursement of the LC Issuing Bank or Lenders by the Borrower pursuant to this clause 8.4 within 5 Business Days of demand (the “LC Payment Date”), the Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Borrower shall be treated as having agreed to borrow that Letter Loan on the LC Payment Date. The proceeds of Credit each Loan made available by the Lenders in accordance with this clause 8.4(C) and deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the Lenders) in satisfaction of the obligations of the Borrower in accordance with this clause 8.4 to reimburse the LC Issuing Bank or Bank GuaranteeLenders for the amount of the outstanding payment.
(eD) The obligations of each Lender and the Borrower under this Clause clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, as the case may be, the Borrower in respect of any Letter of Credit or Bank GuaranteeCredit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
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Indemnities. 21.1 Breakage costs indemnity The Borrower shall indemnify the Lender on demand against any loss or expense (including any loss of profit or any other loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under this Agreement, any amount repaid or prepaid under this Agreement or any Advance) which the Lender has sustained or incurred as a consequence of:
(a) Each an Advance not being made following the service of a Drawdown Notice (except as a result of the failure of the Lender to comply with its obligations under this Agreement);
(b) the failure of the Borrower to make payment on the due date of any sum due under this Agreement;
(c) the occurrence of any Default or the operation of Clause 14.2; or
(d) any prepayment or repayment of an Advance otherwise than on the Repayment Date of that Advance.
21.2 Currency indemnity
21.2.1 Any payment made to or for the account of or received by the Lender in respect of any moneys or liabilities due, arising or incurred by the Borrower to the Lender in a currency (the “Currency of Payment”) other than the currency in which the payment should have been made under this Agreement (the “Currency of Obligation”) in whatever circumstances (including as a result of a judgment against the Borrower) and for whatever reason shall constitute a discharge to the Borrower only to the extent of the Currency of Obligation amount which the Lender is able on the date of receipt of such payment (or if such date of receipt is not a Business Day, on the next succeeding Business Day) to purchase with the Currency of Payment amount at its spot rate of exchange (as conclusively determined by the Lender) in the London foreign exchange market.
21.2.2 If the amount of the Currency of Obligation which the Lender is so able to purchase falls short of the amount originally due to the Lender under this Agreement, then the Borrower shall immediately on demand indemnify the Issuing Bank Lender against any cost, loss or liability incurred damage arising as a result of that shortfall by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned paying to the Lender in accordance with the terms of this Agreement), an undivided interest and participation that amount in the Letter Currency of Credit or Bank Guarantee in an amount equal Obligation certified by the Lender as necessary so to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) aboveindemnify it.
(d) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in respect of that Letter of Credit or Bank Guarantee.
(e) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
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Indemnities. (a) Each Borrower shall immediately (save as referred to in Clause 7.1 (Immediately payable) and paragraph (b) of Clause 7.7 (Claims under a Bank Guarantee)) on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the relevant Issuing Bank against such Lender’s Bank Guarantee Proportion of any cost, loss or liability incurred by the such Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the relevant Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested (or on behalf of which the Obligors’ Agent requested) a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) 7.8 in respect of that Letter of Credit or Bank Guarantee.
(ed) The obligations of each Lender under this Clause 7.8 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(fe) The obligations of any Lender or Borrower under this Clause 7.8 will not be affected by any act, omission, matter or thing which, but for this ClauseClause 7.8, would reduce, release or prejudice any of its obligations under this Clause 7.8 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, enforce any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or securitysecurity unless in the case of amendments to the Bank Guarantee, the Borrower or Obligors’ Agent had provided their consent to such amendment(s);
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, Document any Bank Guarantee (unless such obligation arose by reason of the relevant Issuing Bank’s negligence or wilful misconduct) or any other document or securitysecurity provided by an Obligor; or
(vii) any insolvency or similar proceedings.
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