Indemnity in favour of the Agents. The Current Issuer agrees to indemnify each Agent for, and to hold such Agent harmless against, any loss, liability or expense incurred by it arising out of, or in connection with, its acting as agent of the Current Issuer or the Note Trustee in relation to the Current Issuer Notes provided that such loss, liability and/or expense has not arisen as a result of its own fraud, negligence, wilful misconduct or breach of contract. No termination of this Agreement shall affect the obligations created by this Clause 13.5 (Indemnity in favour of the Agents).
Indemnity in favour of the Agents. The Issuer shall indemnify on demand each Agent against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it incurs, other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 9.1 (Fees) and otherwise than by reason of its own gross negligence or wilful default or fraud, as a result or arising out of or in relation to its acting as the agent of the Issuer in relation to the Notes. The indemnity contained in this Clause 10.4 shall survive the termination or expiry of this Agreement and the resignation or removal of the Agent.
Indemnity in favour of the Agents. In the case of Securities issued by Mediobanca International, the Issuer, failing whom the Guarantor, and in the case of Securities issued by Mediobanca, the Issuer, shall indemnify each Agent against any claim, demand, action, liability, damages, cost, direct loss or expense (including, without limitation, legal fees and any applicable value added tax) which it incurs, otherwise than by reason of its own gross negligence or wilful misconduct, default or bad faith, as a result or arising out of or in relation to its acting as the agent of the relevant Issuer and, where applicable, the Guarantor in relation to the Securities.
Indemnity in favour of the Agents. The Issuer hereby unconditionally and irrevocably covenants and undertakes to indemnify and hold harmless each Agent, its directors, officers, employees and agents (each an "indemnified party") in full at all times against any claim, demand, proceeding, action, liability, damages, penalties, cost, loss or expense disbursements, and other liabilities whatsoever (the "Losses"), (including, without limitation, legal fees and any liability or loss howsoever incurred in connection with the Issuer's obligation to withhold or deduct an amount on account of tax or any applicable value added tax) which may be incurred, suffered or brought against such indemnified party as a result or in connection with (a) their appointment or involvement hereunder or the exercise of any of their powers or duties hereunder or the taking of any acts in accordance with the terms of this Agreement or its usual practice; (b) this Agreement and any other Transaction documents, or (c) any instruction or other direction upon which the Agent may rely under this Agreement, as well as the costs and expenses incurred by an indemnified party of defending itself against or investigating any claim or liability with respect of the foregoing provided that this indemnity shall not apply in respect of an indemnified party to the extent but only to the extent that a court of competent jurisdiction determines that any such Losses incurred or suffered by or brought against such indemnified party arises directly from the fraud, wilful default or gross negligence of such indemnified party. The parties hereto acknowledge that the foregoing indemnities shall survive the resignation or removal of the Agent or the termination of this Agreement.
Indemnity in favour of the Agents. The Issuer (failing whom, the Guarantor) shall indemnify each Agent (each an "indemnified party") against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it may incur as a result or arising out of or in relation to any failure to pay or delay in paying any of the same except such as may result from such Agent's fraud, negligence or wilful misconduct or that of its officers, agents or employees. The foregoing indemnity shall extend also to the employees, officers, directors and agents of such indemnified party and to any person controlling any indemnified party (within the meaning of the Securities Act) (each a "Related Party"). However, no indemnified party shall have any duty or obligation, whether as fiduciary for any Related Party or otherwise to recover any payment or to account to any other person for any amounts paid to it under this Clause 11.4. This indemnity shall survive the termination or expiry of this Agreement and the resignation and removal of the Agents. Neither the Issuer nor the Guarantor shall be liable for consequential loss (being loss of business, goodwill, opportunity or profit) of any kind whatsoever even if advised of the possibility of such loss.
Indemnity in favour of the Agents. The Issuer and the Guarantors shall jointly and severally indemnify each Agent against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it incurs, other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 13.1 (
Indemnity in favour of the Agents. The Issuer (failing whom, the Guarantor) shall indemnify each Agent against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it incurs, otherwise than by reason of its own gross negligence, wilful default or fraud or that of its officers, directors, employees or agents, as a result or arising out of or in relation to its acting as the agent of the Issuer and the Guarantor in relation to the Bonds.
Indemnity in favour of the Agents. (a) The Issuer shall indemnify each Agent against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it incurs otherwise than by reason of its own gross negligence or wilful misconduct or wilful default, as a result of or arising out of or in relation to its acting as the agent of the Issuer in relation to the Notes or as a direct result of the breach by the Issuer of its undertaking under Clause 12.6.2.
(b) Notwithstanding any provision of this Agreement to the contrary, including, without limitation, any indemnity given by the Agents herein, each of the Agents shall not in any event be liable for the following direct losses: loss of profits, loss of contracts or loss of goodwill.
(c) The indemnity contained in this sub-clause 12.3.1 shall survive termination or expiry of this Agreement.
Indemnity in favour of the Agents. The Issuer shall indemnify each Agent against any claims, demands, actions, liabilities, damages, costs, losses or expenses (together "Losses") (including, without limitation, reasonable legal fees and any applicable value added tax paid or incurred in disputing or defending any Losses) which it incurs, other than such costs and expenses as are separately agreed to be reimbursed out of the fees payable under Clause 12.1 (Fees) and otherwise than by reason of its own negligence, wilful default or bad faith or that of its officers, directors or employees, as a result or arising out of or in relation to its appointment or the exercise of its powers and duties under this Agreement. The Issuer shall not be liable to any Agent for consequential or indirect loss of any kind whatsoever or for loss of business, goodwill, opportunity or profit. The indemnity set out in this Clause 13.5 shall survive the termination or expiry of the Agreement and the resignation and/or removal of the Agent.
Indemnity in favour of the Agents. The Issuer shall indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (together with any irrecoverable VAT thereon) other than tax suffered by the Agent on its net income which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers and performance of its duties under this Agreement, notwithstanding the resignation or removal of such Agent in accordance with Clause 15 (Termination of Appointment) (including, without prejudice to the generality of the foregoing, any liability in respect of payment of a cheque drawn by such Paying Agent where such cheque is collected or sued upon or an attempt at collection is made after the amount in respect of which it is paid shall have been returned to the Issuer pursuant to Clause 8.7 (Repayment of undisbursed funds to Issuer)), except such as may result from the material breach by it of the terms of this Agreement or from its own wilful default, negligence or bad faith or that of its officers or employees, provided that this indemnity shall not apply in respect of any claim, action or demand made against an Agent unless, as soon as practicable after such Agent becomes aware thereof, it gives notice of the same to the Issuer and (if and whenever the Issuer so requires) takes such action or proceedings under the control and at the expense of the Issuer as the Issuer may reasonably require to avoid, resist or compromise such claim, action or demand.
