Indemnity to Security Agent Sample Clauses

Indemnity to Security Agent. (a) Each Obligor agrees to pay, indemnify, and hold the Security Agent (and its directors, officers, agents and employees) harmless from and against any and all Losses of the Security Agent (and its directors, officers, agents and employees). For purposes of this Deed, “Losses” means any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including the reasonable fees and expenses of legal counsel, advisors and agents and any related VAT) or disbursements of any kind or nature whatsoever with respect to the execution, delivery, enforcement, performance and administration of this Deed and the Combined Security Documents or any action taken or omitted to be taken by the Security Agent hereunder or under the Combined Security Documents, unless arising from the gross negligence, bad faith or wilful misconduct of the indemnified party. In any suit, proceeding or action brought by the Security Agent under or with respect to any contract, agreement, interest or obligation constituting part of the Collateral (including, without limitation, under the Combined Security Documents) for any sum owing or secured thereunder, or to enforce any provisions thereof, the Company and each other Obligor will save, indemnify and keep the Security Agent and the other Secured Party harmless from and against all expense (including the reasonable fees and expenses of legal counsel, advisors and agents, and any related VAT), loss or damage suffered by reason of any defence, setoff, counterclaim, recoupment or reduction of liability whatsoever of the obligor thereunder, arising out of a breach by any Obligor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favour of such obligor or its successors from any Obligor, and all such obligations of each Obligor shall be and remain enforceable against and only against each Obligor and shall not be enforceable against the Security Agent or any other Secured Party. The agreements in this Clause 25.10 shall survive the termination of the other provisions of this Deed and the resignation or removal of the Security Agent hereunder. The directors, officers, agents and employees of the Security Agent may rely on this Clause 25.10.
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Indemnity to Security Agent. (a) Each Senior Finance Party shall from time to time, as a separate and independent obligation and notwithstanding any release or discharge of all or any part of the security created pursuant to the Security Documents or this Deed, promptly on demand indemnify the Security Agent (in the proportion borne by the amount of Senior Indebtedness due to such Senior Finance Party to the total amount of Senior Indebtedness) against all and any cost, claim, loss, expense or liability whether or not reasonably foreseeable sustained or incurred by the Security Agent (including, without limitation, in its capacity as agent for the Beneficiaries pursuant to Clause 20.1 (Trust for Beneficiaries) and every delegate or sub-delegate (and their respective officers and employees) in complying with any instructions from the Senior Finance Parties or the Majority Banks or otherwise sustained or incurred by it in its capacity as Security Agent for the Senior Finance Parties under or in connection with the Security Documents or this Deed or in the performance of its duties, obligations and responsibilities under the Security Documents or this Deed, unless and to the extent sustained or incurred as a result of the gross negligence or wilful misconduct of the Security Agent or any of its personnel.
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Indemnity to Security Agent. The Finance Parties agree to indemnify the Security Agent (to the extent not reimbursed by the Borrower) rateably according to their respective participations in the aggregate of the Senior Liabilities from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits costs, expenses and disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Security Agent in its capacity as agent and trustee for the Finance Parties or in any way relating to or arising out of the Security Documents or any action taken or omitted by the Security Agent in enforcing or preserving the rights of the Finance Parties under the Security Documents provided that none of the Finance Parties shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Security Agent's negligence or wilful misconduct.
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Related to Indemnity to Security Agent

  • Indemnity to the Security Agent (a) Each Obligor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:

  • Indemnity to the Agent The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

  • Indemnification of Collateral Agent Financial Security hereby indemnifies and holds the Collateral Agent harmless from and against any and all judgments, claims, defenses, charges, losses, liabilities, costs or expenses that the Collateral Agent may incur or that may be claimed against the Collateral Agent by any Person by reason of any action taken, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement; provided, however, that Financial Security shall not be required to indemnify the Collateral Agent pursuant to this Section for any judgments, claims, defenses, charges, losses, liabilities, costs or expenses to the extent caused by such Collateral Agent's willful misconduct or gross negligence in any action taken, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to the Collateral Agent the amount specified in each such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless of the termination of this Agreement.

  • Indemnity to the Facility Agent The Borrower shall promptly indemnify the Facility Agent against any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:

  • Lenders’ indemnity to the Agent Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).

  • Indemnification of Administrative Agent Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) pro rata in accordance with such Lender’s respective Commitment Percentage, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, reasonable out-of-pocket costs and expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against the Administrative Agent (in its capacity as Administrative Agent but not as a Lender) in any way relating to or arising out of the Loan Documents, any transaction contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under the Loan Documents (collectively, “Indemnifiable Amounts”); provided, however, that no Lender shall be liable for any portion of such Indemnifiable Amounts to the extent resulting from the Administrative Agent’s gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment; provided, however, that no action taken in accordance with the directions of the Requisite Lenders (or all of the Lenders, if expressly required hereunder) shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limiting the generality of the foregoing, each Lender agrees to reimburse the Administrative Agent (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so) promptly upon demand for its ratable share of any out-of-pocket expenses (including the reasonable fees and expenses of the counsel to the Administrative Agent) incurred by the Administrative Agent in connection with the preparation, negotiation, execution, administration, or enforcement (whether through negotiations, legal proceedings, or otherwise) of, or legal advice with respect to the rights or responsibilities of the parties under, the Loan Documents, any suit or action brought by the Administrative Agent to enforce the terms of the Loan Documents and/or collect any Obligations, any “lender liability” suit or claim brought against the Administrative Agent and/or the Lenders, and any claim or suit brought against the Administrative Agent and/or the Lenders arising under any Environmental Laws. Such out-of-pocket expenses (including counsel fees) shall be advanced by the Lenders on the request of the Administrative Agent notwithstanding any claim or assertion that the Administrative Agent is not entitled to indemnification hereunder upon receipt of an undertaking by the Administrative Agent that the Administrative Agent will reimburse the Lenders if it is actually and finally determined by a court of competent jurisdiction that the Administrative Agent is not so entitled to indemnification. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this Agreement. If the Borrower shall reimburse the Administrative Agent for any Indemnifiable Amount following payment by any Lender to the Administrative Agent in respect of such Indemnifiable Amount pursuant to this Section, the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

  • Concerning the Collateral Agent The provisions of Article IX of the Credit Agreement shall inure to the benefit of the Collateral Agent in respect of this Agreement and shall be binding upon all Loan Parties and all Finance Parties and upon the parties hereto in such respect. In furtherance and not in derogation of the rights, privileges and immunities of the Collateral Agent therein set forth:

  • Insurance by Security Agent (a) The Security Agent shall not be obliged:

  • Indemnification of Agent Indemnitees EACH LENDER SHALL INDEMNIFY AND HOLD HARMLESS AGENT INDEMNITEES, TO THE EXTENT NOT REIMBURSED BY OBLIGORS (BUT WITHOUT LIMITING THE INDEMNIFICATION OBLIGATIONS OF OBLIGORS UNDER ANY LOAN DOCUMENTS), ON A PRO RATA BASIS, AGAINST ALL CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY AGENT INDEMNITEE, PROVIDED THE CLAIM RELATES TO OR ARISES FROM AN AGENT INDEMNITEE ACTING AS OR FOR AGENT (IN ITS CAPACITY AS AGENT). In Agent’s discretion, it may reserve for any such Claims made against an Agent Indemnitee, and may satisfy any judgment, order or settlement relating thereto, from proceeds of Collateral prior to making any distribution of Collateral proceeds to Lenders. If Agent is sued by any receiver, bankruptcy trustee, debtor-in-possession or other Person for any alleged preference or fraudulent transfer, then any monies paid by Agent in settlement or satisfaction of such proceeding, together with all interest, costs and expenses (including attorneys’ fees) incurred in the defense of same, shall be promptly reimbursed to Agent by each Lender to the extent of its Pro Rata share.

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