Indemnity in favour of the Issuer. Each Agent shall severally indemnify the Issuer 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 as a result of the gross negligence, wilful default or fraud of such Agent or of its officers, directors or employees.
Indemnity in favour of the Issuer. (a) Each Paying Agent shall severally indemnify the Issuer 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, default or bad faith) as a direct result or arising out of or in relation to the gross negligence or wilful misconduct or wilful default of such Agent or of its officers, directors or employees or as a direct result of the breach by the Agent of its undertaking under Clause 12.6.2. Under no circumstances will the Paying Agents or any Calculation Agent be liable to the Issuer or any other party to this Agreement for any consequential loss or damage (including but not limited to loss of business, goodwill, opportunity or profit) even if advised of the possibility of such loss or damage.
Indemnity in favour of the Issuer. (a) Each Agent shall severally indemnify the Issuer against any Liabilities (including, but not limited to, Expenses) which the Issuer may incur or which may be made against the Issuer as a result of or in connection with the relevant Agent acting as the Agent of the Issuer in relation to this Agreement to the extent that any Losses or Expenses result directly from the relevant Agent's own wilful default, gross negligence or fraud or that of its officers, directors or employees. Such indemnity will survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, the Agent's liability under this Clause 10.5(a) shall be limited in the manner set out in Clauses 10.5(e) and 10.5(f).
Indemnity in favour of the Issuer. Each Agent shall severally indemnify the Issuer and, for the purposes of Clause 11 (Agents to Act for Trustee), the Trustee, against any loss, liability, costs, claim, action, demand or expense (together with any irrecoverable VAT thereon) which the Issuer may incur or which may be made against it as a result of the material breach by such Agent of the terms of this Agreement or its wilful default, negligence or bad faith or that of its officers or employees including any failure to obtain and maintain in existence any consent, authorisation, permission or licence required by it for the assumption, exercise and performance of its powers and duties under this Agreement.
Indemnity in favour of the Issuer. Each Agent shall severally indemnify the Issuer against any claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, reasonably incurred legal fees and any applicable value added tax) duly documented, where applicable by invoices or any other relevant documentation in relation thereto, which it incurs as a result of the gross negligence, wilful misconduct or failure to comply with the terms of this Agreement of such Agent or of their respective officers, directors or employees. No Agent shall be liable for consequential loss (including, but not limited to, loss of business, goodwill, opportunity or profit, damage to reputation or special or punitive damages or regulatory fines) of any kind whatsoever even if advised of the possibility of that loss.
Indemnity in favour of the Issuer. Each Agent shall severally indemnify the Issuer, against any Losses (including, without limitation, reasonable legal fees and any applicable value added tax paid or incurred in disputing or defending any Losses) that the Issuer may incur or that may be made against it as a result of such Agent’s negligence, wilful default or bad faith or that of its officers, directors or employees. No Agent shall be liable to the Issuer 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 13.6 shall survive the termination or expiry of the Agreement and the resignation and/or removal of the Agent.
Indemnity in favour of the Issuer. Each of the Principal Paying Agent, the Registrar and the Agent Bank, in respect of its own wilful default, fraud or negligence or that of their directors, employers or officers, arising out of or in connection with, the performance of its own duties under this Agreement and the other Transaction Documents, undertakes severally to indemnify the Issuer for any cost, loss or expense incurred by the Issuer as a result of such wilful default, fraud or negligence.
Indemnity in favour of the Issuer. Each Paying Agent shall indemnify the Issuer against all Losses (including, but not limited to Expenses paid or incurred in disputing or defending any Losses) which it may incur or which may be made against it as a result of or in connection with the Paying Agent’s appointment or the exercise of such Paying Agent's powers or duties under this Agreement to the extent that any Losses or Expenses result directly from such Paying Agent's own wilful default, gross negligence or fraud or that of its officers, directors or employees or the material breach by it of the terms of this Agreement. For the avoidance of doubt the Agent’s liability under this Clause 10.5 shall be limited in the manner set out in Clauses 10.7 (Paying Agent not liable for consequential loss) and 10.8 (Force Majeure). The indemnity set out in this Clause shall survive any termination (whether by resignation or removal) of this Agreement.
Indemnity in favour of the Issuer. Each Paying Agent shall indemnify the Issuer 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 as a result of the gross negligence or wilful default or bad faith of such Paying Agent or of its officers, directors or employees. For the avoidance of doubt, the indemnity provided in this paragraph shall also cover any claim, demand, action, liability, damages, cost, loss or expense suffered by the Issuer (including, but not limited to, any costs incurred in connection with the recovery from the Agent of payments made to the Spanish tax authorities) which it incurs as a result of the gross negligence or wilful default or bad faith of such Paying Agent in complying with its obligations in Schedule 10 to this Agreement (Procedures for Compliance with Spanish Tax Legislation).
Indemnity in favour of the Issuer. 12.5.1 Each Agent shall severally indemnify the Issuer against any Losses (including, but not limited to, all incurred Expenses paid or incurred in disputing or defending any Losses) which the Issuer may incur or which may be made against the Issuer as a result of such Agent's wilful default, gross negligence or fraud or that of its officers, directors, agents, controlling persons or employees. The indemnity contained in this Clause 12.5 shall survive the termination of this Agreement.
