Indemnity by Issuer. Subject to Clause 15, the Issuer indemnifies each Agent and its directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by the Agent under this Agreement, the US$ Note Trust Deed or the US$ Note Conditions except to the extent any losses, liabilities, costs, claims, actions, damages, expenses or demands result from any fraud, negligence or wilful default of the Agent or its directors, officers, employees or controlling persons or any of them, or breach by it of the terms of this Agreement, the US$ Note Trust Deed or the US$ Note Conditions and notwithstanding the resignation or removal of that Agent pursuant to Clause 11 or termination of this Agreement, the Currency Swap, the US$ Note Conditions or the US$ Note Trust Deed.
Indemnity by Issuer. Subject to clause 14, the Issuer undertakes to indemnify each Agent and its directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by the Agent under this Agreement except as may result from its fraud, negligence or default or that of its directors, officers, employees or controlling persons or any of them, or breach by it of the terms of this Agreement and notwithstanding the resignation or removal of that Agent pursuant to clause 10.
Indemnity by Issuer. Subject to clause 15, the Issuer undertakes to indemnify each Note Agent and its directors, officers, employees and controlling persons against all losses, liabilities, costs, claims, actions, damages, expenses or demands which any of them may incur or which may be made against any of them as a result of or in connection with the appointment of or the exercise of the powers and duties by the Note Agent under this Agreement except as may result from its fraud, negligence or wilful default or that of its directors, officers, employees or controlling persons or any of them, or breach by it of the terms of this Agreement and notwithstanding the resignation or removal of that Note Agent pursuant to clause 10.
Indemnity by Issuer. The Issuer shall, to the extent that funds are available therefor under the Priority of Payments, indemnify and hold harmless the Collateral Manager and its directors, officers, stockholders, members, partners, agents and employees, and its Affiliates and their trustees, directors, officers, stockholders, members, partners, agents and employees from and against any and all Liabilities (as Administrative Expenses) and shall reimburse each such Person for all Expenses (as Administrative Expenses) that are incurred in investigating, preparing, pursuing or defending any Action related to (i) the issuance of the Notes, (ii) the transactions contemplated by the Offering Circular, the Indenture or the performance of the Collateral Manager's duties under this Agreement or (iii) in respect of any untrue statement or alleged untrue statement of a material fact contained in the Offering Circular other than Collateral Manager Information, or any omission or alleged omission to state a material fact necessary to make the statements in the Offering Circular other than Collateral Manager Information, in light of the circumstances under which they were made, not misleading; provided, however, that such Person shall not be indemnified for any Liabilities or Expenses with respect to which the Collateral Manager indemnifies the Issuer pursuant to Section 9(b) hereof. The obligations of the Issuer under this Section 9 to indemnify for any Liabilities will be payable solely out of the Assets in accordance with the Priority of Payments. Notwithstanding the foregoing and for the avoidance of doubt, the Collateral Manager will not be entitled to indemnification by the Issuer where such indemnification would not be allowed under applicable law.
Indemnity by Issuer. The Issuer shall indemnify, defend, and hold harmless from and against, and pay to the Servicer all reasonable costs, expenses, losses, claims, damages, and liabilities arising out of or incurred in connection with the acceptance or performance of the duties herein contained in accordance with the terms and conditions herein and in the Administration Agreements, except to the extent that such costs, expense, loss, claim, damage or liability: (a) shall be due to the willful misfeasance, negligence or bad faith of the Servicer; (b) relates to any tax other than the taxes with respect to which the Servicer shall be otherwise indemnified pursuant to this Agreement; (c) shall arise from the Servicer's breach of any of its representations, warranties or covenants set forth herein and in the Administration Agreements; (d) shall be one as to which the Sellers are required to indemnify the Servicer or (e) shall be amounts payable by (and not reimbursable to) the Servicer pursuant to this Agreement and the Administration Agreements. Any amounts due the Servicer pursuant to this Section 7.8 shall be payable only to the Servicer pursuant to Section 5.6(d) or 9.1(b).
Indemnity by Issuer. To the extent permitted by law, the Issuer will pay, and protect, indemnify and save the WLCDC (including members, directors, officials, officers, agents, attorneys and employees thereof) and the Bondholders harmless from and against, all liabilities, losses, damages, costs, expenses (including attorneys’ fees and expenses of the WLCDC), causes of actions, suits, claims, demands and judgments of any nature arising from or relating to:
(a) The Issuer’s violation of any agreement or condition of this Agreement or the Indenture, except by the WLCDC or the Trustee;
(b) Violation of any contract, agreement or restriction by the Issuer relating to the Project, or a part thereof;
(c) Any act, failure to act, or misrepresentation by the Issuer, or any of the Issuer’s agents, contractors, servants, employees or licensees;
(d) The provision of any information or certification furnished by the Issuer to the Bondholders in connection with the issuance and sale of the Series 2016 Bonds and the Project. The foregoing shall not be construed to prohibit the Issuer from pursuing its remedies against either the WLCDC or the Trustee for damages to the Issuer resulting from personal injury or property damage caused by the intentional misrepresentation or willful misconduct of either the WLCDC or the Trustee.
Indemnity by Issuer. The Issuer undertakes to each Joint Bookrunner that if a Joint Bookrunner or any of that Joint Bookrunner's Related Parties incurs any Loss arising out of, in connection with or based on:
7.1.1 Misrepresentation: any inaccuracy or alleged inaccuracy of any representation and warranty by the Issuer in this Agreement (on the date of this Agreement or on any date when it is deemed to be repeated); or
Indemnity by Issuer. 21.1 If the Issuer does not incur and renounce to the Purchaser pursuant to this Subscription Agreement Qualifying Expenses equal to the amount of the Flow-Through Funds, or such renunciation of Qualifying Expenses is denied or refused by the CRA (either in whole or in part), the Issuer shall indemnify and hold harmless the Purchaser and each of the partners thereof if the Purchaser is a partnership (for the purposes of this paragraph, each an "Indemnified Party") as to and pay in settlement thereof to the Indemnified Party on or before the twentieth Business Day following the date the amount is determined, an amount equal to any tax (within the meaning of the definition of "excluded obligation" in paragraph 6202.1(5)(b) or proposed paragraph 6202.1(5)(c) of the regulations to the ITA) payable under the ITA (and under any corresponding provincial tax authority) by the Indemnified Party as a consequence of such failure; and in the event that the amount renounced by the Issuer to the Purchaser is reduced pursuant to subsection 66(12.73) of the ITA (or any corresponding provincial legislation) the Issuer shall indemnify and hold harmless each Indemnified Party as to, and pay in settlement thereof to the Indemnified Party, an amount equal to the amount of any tax (within the meaning of the definition of "excluded obligation" in paragraph 6202.1(5)(b) or proposed paragraph 6202.1(5)(c) of the regulations to the ITA) payable under the ITA (and under any corresponding provincial legislation) by the Indemnified Party as a consequence of such reduction.
Indemnity by Issuer. The Issuer indemnifies the Calculation Agent against any liability or loss arising from, and any Costs incurred in connection with the Calculation Agent exercising its powers and duties under this agreement except to the extent that they are due to the fraud, wilful misconduct or negligence of the Calculation Agent or the breach by the Calculation Agent of this agreement. The Issuer agrees to pay amounts due under this indemnity on demand from the Calculation Agent.
Indemnity by Issuer. The Issuer shall indemnify each of the Agents against any losses, liabilities, costs, claims, actions, demands or expenses (including, but not limited to, all costs, charges and expenses reasonably paid or incurred in disputing or defending any of the foregoing) which it may incur or which may be made against it as a result of or in connection with its appointment hereunder or the exercise of its powers and duties under this Agreement except such as may result from its own negligence, wilful default or bad faith hereunder or that of its directors, officers, employees or agents.
