Indemnity in favour of the Issuers and Guarantor. 12.4.1 Each Agent shall severally indemnify the Issuers and, where applicable, the Guarantor against any claim, demand, action, liability, damages, cost, direct loss or expense (including, without limitation, legal fees and any applicable value added tax) which they incur, otherwise than by reason of their own gross negligence or wilful misconduct, default or bad faith, as a result or arising out of or in relation to the gross negligence or wilful misconduct, default or bad faith of such Agent or of their respective officers, directors or employees.
12.4.2 Notwithstanding any provision of this Agreement to the contrary, including, without limitation, any indemnity given by the Issuers, the Guarantor or the Agents herein, the Issuers, the Guarantor and each of the Agents shall not in any event be liable for the following direct losses: loss of profits, loss of contracts, and loss of goodwill. Notwithstanding any provision of this agreement to the contrary, including, without limitation, any indemnity given by the Issuers, the Guarantor or the Agents herein, each of the Agents shall not in any event be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), whether or not foreseeable, even if the Issuers, the Guarantor or 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. The indemnities contained in Clauses 12.3 (Indemnity in favour of the Agents) and 12.4 (Indemnity in favour of the Issuers and Guarantor) shall survive the termination or expiry of this Agreement.
Indemnity in favour of the Issuers and Guarantor. Each Agent shall severally indemnify the Issuers and the Guarantor against any direct, documented claim, demand, action, liability, damages, cost, loss or expense (including, without limitation, legal fees and any applicable value added tax) which it properly incurs as a result of the gross negligence or wilful misconduct, wilful default or bad faith of such Agent or of their respective officers, directors or employees. 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 indirect and consequential losses: loss of profits, loss of contracts and loss of goodwill.
Indemnity in favour of the Issuers and Guarantor. Each Agent shall severally indemnify each Issuer and, if applicable, the Guarantor 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 their respective officers, directors or employees.
Indemnity in favour of the Issuers and Guarantor. Each Agent shall severally indemnify each Issuer and the Guarantor against any Losses (including, without limitation, properly incurred legal fees and any applicable value added tax paid or incurred or to be incurred in disputing or defending any Losses) which it incurs as a result of such Agent's gross negligence or wilful default or fraud or that of its officers, directors or employees. The indemnity set out in this Clause 12.4 shall survive the termination or expiry of the Agreement and the resignation and/or removal of the Agent.
