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.
(b) Notwithstanding any provisions of this Agreement to the contrary, including, without limitation, any indemnity given by the Issuer herein, the Issuer shall not in any event be liable for the following direct losses: loss of profit, loss of contracts or loss of goodwill.
(c) The indemnity contained in this sub-clause 12.3.2 shall survive termination or expiry of this Agreement.
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).
(b) Nothing in this Agreement shall require the Agents to assume an obligation of the Issuer arising under any provision of the listing, prospectus, disclosure or transparency rules (or equivalent rules of any other competent authority besides the Central Bank and FCA).
(c) Each of the Agents will only be liable to the Issuer for Liabilities arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer to the extent that such Agent has been grossly negligent, fraudulent or in wilful default in respect of its obligations under this Agreement. For the avoidance of doubt the failure of any of the Paying Agents to make a claim for payment on the Issuer, or to inform any other paying agent or clearing system of a failure on the part of the Issuer to meet any such claim or to make a payment by the stipulated date, shall not be deemed to constitute gross negligence, fraud or wilful default on the part of such Paying Agent.
(d) The Agents shall not otherwise be liable or responsible for any Liabilities which may result from anything done or omitted to be done by it in connection with this Agreement. The Agents shall not be liable for any loss caused by events beyond their reasonable control including any malfunction, interruption or error in the transmission of information caused by any machine or systems or interception of communication facilities, abnormal operating conditions or any Force Majeure Event.
(e) Liabilities arising under Clause 10.5(a) and this Agreement shall be limited to the amount of the Issuer's actual loss (such loss shall be determined as at the date of default of the relevant Agent or, if later, the date on which the loss arises as a result of such default) but...
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 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 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 direct result of the gross negligence or wilful misconduct, wilful default or bad faith of such Agent or of their respective officers, directors or employees. The indemnity contained in this Clause 13.5 shall survive any cessation of any appointment of each Agent under this Agreement pursuant to Clause 14 (Changes in Agents) or any termination of this Agreement.
Indemnity in favour of the Issuer.
(a) 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, fraud or wilful misconduct, wilful default or material breach of this Agreement or bad faith of such Agent or of their respective officers, directors or employees. Under no circumstances will the Paying Agents 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 profit, revenue, anticipated savings, contract, goodwill or reputation), even if advised of the possibility of such loss or damage.
(b) In particular, each Agent that fails or is otherwise unable to deliver the certificate referred to in schedule 4 (Procedures for Compliance with Spanish Tax Legislation) on or before the Business day immediately before the relevant Interest Payment Date, shall severally indemnify the Issuer of any such additional amounts paid by the Issuer as shall be necessary in order that the net amounts received by the Noteholders shall equal the amounts which would otherwise have been receivable in the absence of withholding or deduction for or on account of Spanish taxes at the prevailing rate for such taxes on the relevant interest payment. Notwithstanding the above, no indemnity shall be payable by any Agent in favour of the Issuer provided that the mentioned certificate is delivered on or before the tenth day of the month following the month corresponding to the relevant Payment Date. Additionally, each Agent will not be responsible for any failure to perform its obligations regarding the delivery of the mentioned certificate if such delivery is prevented, hindered or delayed by a Force
