INDEMNITY BY PRINCIPAL PAYING AGENT Clause Samples
The "Indemnity by Principal Paying Agent" clause requires the principal paying agent to compensate or protect other parties from losses, damages, or liabilities that may arise from the agent's actions or omissions in performing its duties. In practice, this means if the paying agent makes an error in processing payments or fails to comply with contractual obligations, it must cover any resulting costs or claims faced by the issuer or other involved parties. This clause is essential for allocating risk and ensuring that the financial and legal consequences of mistakes or negligence by the paying agent do not unfairly burden the issuer or other stakeholders.
INDEMNITY BY PRINCIPAL PAYING AGENT. Subject to Clause 12.11, the Principal Paying Agent will indemnify and hold harmless the Issuer, its respective directors and officers and each person who controls the Issuer within the meaning of Section 15 of the Securities Act (each a Relevant Party) against any losses, claims, damages, liabilities, taxes, interest, fines and penalties (joint or several) (altogether referred to as Losses) which the Relevant Parties may incur, in so far as such Losses are incurred as a result of the fraud, negligence or wilful default of the Principal Paying Agent which directly causes the Issuer to fail to issue on the agreed Closing Date any Notes which the Joint Lead Managers have agreed to purchase under the terms of the Underwriting Agreement and will on demand from time to time reimburse each Relevant Party for any legal or other expenses reasonably incurred by such Relevant Party in connection with investigating or defending any such action or claim.