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

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 without reference to any special conditions or circumstances known to such Agent at the time of entering into this Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. Notwithstanding any provision of this Agency Agreement to the contrary, the Agents shall not in any event be liable for indirect, punitive or consequential loss or special damages or other damage of any kind whatsoever, or any loss of business, loss of profit, loss of goodwill or loss of opportunity (whether direct or indirect), whether or not foreseeable, even if the Agents have been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise. (f) The liability of the Agents under Clause 10.5(c) and this Agreement will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within their control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from any Force Majeure Event. (g) The Agents shall have no duty or responsibility in the case of any default by the Issuer in the performance of its obligations under the Conditions. (h) Notwithstanding anything to the contrary in this Agreement, none of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.

Indemnity in favour of the Issuer. (a) Each Agent shall severally indemnify the Issuer against any Liabilities Losses (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(e10.5(f) and 10.5(f10.5(g). (b) If any Agent agrees to extend credit to the Issuer it will do so on its usual terms as to interest and other charges, unless other terms have been agreed. (c) 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). (cd) Each of the Agents will only be liable to the Issuer for Liabilities Losses arising directly from the performance of its obligations under this Agreement suffered by or occasioned to the Issuer (Liabilities) 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. (de) 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 Eventevents of force majeure. (ef) 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 without reference to any special conditions or circumstances known to such Agent at the time of entering into this Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. Notwithstanding any provision of this Agency Agreement to the contrary, the Agents shall not in any event be liable for indirect, punitive or consequential loss or special damages or other damage of any kind whatsoever, or any loss of business, loss of profit, loss of goodwill or loss of opportunity whatsoever (whether direct or indirectincluding but not limited to lost profits), whether or not foreseeable, even if the Agents have been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise. (fg) The liability of the Agents under Clause 10.5(c10.5(d) and this Agreement will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within their its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from from: nationalisation, expropriation or other governmental actions; any Force Majeure Eventlaw, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. (gh) The Agents shall have no duty or responsibility in the case of any default by the Issuer in the performance of its obligations under the Conditions. (hi) Notwithstanding anything to the contrary in this Agreement, none of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.

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 suc x x xxxx 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 without reference to any special conditions or circumstances known to such Agent at the time of entering into this Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. Notwithstanding any provision of this Agency Agreement to the contrary, the Agents shall not in any event be liable for indirect, punitive or consequential loss or special damages or other damage of any kind whatsoever, or any loss of business, loss of profit, loss of goodwill or loss of opportunity (whether direct or indirect), whether or not foreseeable, even if the Agents have been advised of the likelihood of such loss or damage and regardless of whether the claim for loss or damage is made in negligence, for breach of contract or otherwise. (f) The liability of the Agents under Clause 10.5(c) and this Agreement will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within their control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from any Force Majeure Event. (g) The Agents shall have no duty or responsibility in the case of any default by the Issuer in the performance of its obligations under the Conditions. (h) Notwithstanding anything to the contrary in this Agreement, none of the Agents shall be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.

Indemnity in favour of the Issuer. (a) Each Agent shall severally indemnify the Issuer against any Liabilities claim, demand, action, liability, damages, cost or loss (together, Liabilities) (including, but not limited to, all reasonable costs, legal fees, charges and expenses and any applicable Irrevocable VAT (together, Expenses)), paid or incurred in disputing or defending any Liabilities) which the Issuer may incur or which may be made against the Issuer it as a result of or in connection with the relevant Agent its acting as the Agent of the Issuer in relation to this Agreement to the extent that any Losses Liabilities or Expenses result directly from the relevant Agent's its own gross negligence, wilful default, gross negligence default or fraud or that of its officers, directors or employees. Such indemnity will survive the termination (whether by resignation or removalremoval of the Agents) or expiry of this Agreement. For the avoidance of doubt, : (i) the Agent's liability under this Clause 10.5(aSubclause 11.5(a) shall be limited in the manner set out in Clauses 10.5(eSubclauses 11.5(d) and 10.5(f11.5(e).; and (bii) 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. (db) The Agents shall not otherwise be liable or responsible for If any Liabilities which may result from anything done or omitted Agent agrees to be done by extend credit to the Issuer it in connection with this Agreement. The Agents shall not be liable for any loss caused by events beyond their reasonable control including any malfunctionwill do so on its usual terms as to interest and other charges, 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 Eventunless other terms have been agreed. (ec) Nothing in this Agreement shall require the Agents to assume an obligation of the Issuer arising under any provision of the listing, listing particulars, disclosure or transparency rules (or equivalent rules of any other competent authority). (d) Liabilities arising under Clause 10.5(aSubclause 11.5(a) and this Agreement or otherwise 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 without reference to any special conditions or circumstances known to such Agent at the time of entering into this the Agreement, or at the time of accepting any relevant instructions, which increase the amount of the loss. Notwithstanding In no event shall any provision of this Agency Agreement to the contrary, the Agents shall not in any event be liable for indirect, punitive or consequential loss or special damages or other damage of any kind whatsoever, or any loss of businessprofits, loss of profitgoodwill, loss of goodwill reputation, business opportunity or loss of opportunity anticipated saving (whether direct howsoever arising), or indirect)for special, punitive, indirect or consequential damages, whether or not foreseeable, even if the Agents have such Agent has been advised of the likelihood possibility of such loss or damage damages and regardless of whether the claim for loss or damage damages is made in negligence, for breach of contract or otherwise. (fe) The liability of the Agents under Clause 10.5(cSubclause 11.5(a) and this Agreement or otherwise will not extend to any Liabilities arising through any acts, events or circumstances not reasonably within their its control, or resulting from the general risks of investment in or the holding of assets in any jurisdiction, including, but not limited to, Liabilities arising from from: nationalisation, expropriation or other governmental actions; any Force Majeure Eventlaw, order or regulation of a governmental, supranational or regulatory body; regulation of the banking or securities industry including changes in market rules or practice, currency restrictions, devaluations or fluctuations; market conditions affecting the execution or settlement of transactions or the value of assets; breakdown, failure or malfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or revolution; and strikes or industrial action. (gf) The Agents shall have no duty or responsibility in the case of any default by the Issuer in the performance of its obligations under the Conditions. (hg) Notwithstanding anything to the contrary in this Agreement, none of the The Agents shall not be under any obligation to take any action under this Agreement which it expects will result in any expense or liability accruing to it, the payment of which within a reasonable time is not, in its opinion, assured to it.