Common use of Indemnity in favour of the Issuer Clause in Contracts

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.