Indemnity to Security Trustee Sample Clauses

Indemnity to Security Trustee. Each Finance Party hereby severally agrees to indemnify the Security Trustee on demand against any action, charge, claim, cost, damage, demand, expense (including legal fees), liability, loss or proceeding which may be brought, made or preferred against or suffered, sustained or incurred by the Security Trustee in complying with any instructions from the Finance Parties or otherwise sustained or incurred by the Security Trustee in connection with this Agreement or any Finance Document or its rights, powers, authorities, discretions, duties, obligations and responsibilities under any such document except to the extent that the liability or loss arises directly from the Security Trustee’s gross negligence, breach of a Finance Document or wilful misconduct.
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Indemnity to Security Trustee. (a) Subject to clause 38.8(b) and to the order of payment contained in the Supplementary Terms Notice and clause 16 of this deed, the Chargor shall indemnify the Security Trustee (to the extent not reimbursed by the Chargor) against any loss, cost, liability, expense or damage the Security Trustee may sustain or incur directly or indirectly under or in relation to the Trust Documents. This does not limit the Chargor's liability under any other provision.
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Indemnity to Security Trustee. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify The Law Debenture Trust Corporation p.l.c. (“LDTC”), as security trustee under a Security Trust Deed (the “Security Trust Deed”) dated on or about the date of this Agreement among Borrower, Agent, LDTC and Harnischfeger Industries Limited in relation to that certain Debenture (the “Debenture”) dated on or about the date of this Agreement between Harnischfeger Industries Limited, the additional chargors which are party thereto and LDTC and any other documents entered into by LDTC in connection therewith, and the officers, directors, employees, agents, attorneys, professional advisors and affiliates of LDTC, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including counsel fees and disbursements and fees and disbursements of any financial advisor engaged by LDTC) or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against LDTC or any other such Persons, in exercising the powers, rights and remedies of LDTC or performing duties of LDTC pursuant to the Security Trust Deed or the Debenture or in any way relating to or arising out of the Security Trust Deed or the Debenture or the other documents or instruments relating thereto, to the same extent of the indemnity granted to Agent pursuant to subsection 9.
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Indemnity to Security Trustee. To the extent that the Borrower does not do so on demand or is not obliged to do so, each Bank shall on demand indemnify the Security Trustee in the proportion borne by the Singapore Dollar Equivalent of its Outstandings to all the Singapore Dollar Equivalent of the Outstandings at the relevant time (or, if there are no Outstandings, in the proportion borne by the Singapore Dollar Equivalent of its Commitment to the Singapore Dollar Equivalent of the total Commitments) against 58 56 any cost, expense or liability sustained or incurred by the Security Trustee in complying with any instructions from the Majority Banks or otherwise sustained or incurred by it in connection with either of the Project Account Charge and the Trust Deed or its duties, obligations and responsibilities under either of the Project Account Charge and the Trust Deed, except to the extent that they are sustained or incurred as a result of the gross negligence or wilful misconduct of the Security Trustee or any of its personnel or agents.
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Indemnity to Security Trustee. To the extent that the Borrower does not do so on demand or is not obliged to do so, each Lender shall on demand indemnify the Security Trustee in the proportion borne by its Outstandings to the total Outstandings of all the Lenders at the relevant time (or, it there are then no Outstandings, in the proportion borne by its Commitment to the total Commitments of all the Lenders) against any cost, expense or liability mentioned in Clause 21 or sustained or incurred by the Security Trustee in complying with any instructions from the Majority Lenders or otherwise sustained or incurred by it in connection with any of the Security Documents or its duties, obligations and responsibilities under any of the Security Documents, except to the extent that they are sustained or incurred as a result of the negligence or wilful misconduct of the Security Trustee or any of its personnel or agents.
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Indemnity to Security Trustee. Each Lender, in proportion to its Pro Rata Share, severally agrees to indemnify The Law Debenture Trust Corporation p.l.c.
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Indemnity to Security Trustee. 3.27 Each Senior Beneficiary, rateably in accordance with its Exposure, will indemnify the Security Trustee, on demand, against any Loss suffered or incurred by the Security Trustee as a result of, in connection with or in contemplation of:
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Related to Indemnity to Security Trustee

  • The Security Trustee The Security Trustee has agreed to become a party to this Agreement for the better preservation and enforcement of its rights under this Agreement but shall have no responsibility for any of the obligations of, nor assume any liabilities to, the Eighth Issuer Cash Manager, the Eighth Issuer Account Bank or the Eighth Issuer hereunder. Furthermore, any liberty or power which may be exercised or made in the Security Trustee's absolute discretion without any obligation to give reasons therefor, but shall in any event be exercised in accordance with the provisions of the Funding 1 Deed of Charge.

  • 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:

  • Security Trustee SIGNED by ) for and on behalf of ) THE BANK OF NEW YORK )

  • 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:

  • 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:

  • 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.

  • Agent Counsel Legal Opinion Agent shall have received from Xxxxxx LLP, counsel for Agent, such opinion or opinions, on or before the date on which the delivery of the Company counsel legal opinion is required pursuant to Section 4(p), with respect to such matters as Agent may reasonably require, and the Company shall have furnished to such counsel such documents as they request for enabling them to pass upon such matters.

  • 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.

  • 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.

  • Right of Indemnitee to Bring Suit If a claim under Section 5.4 or 5.5 is not paid in full by the Company within 60 calendar days after a written claim has been received by the Company, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be 20 calendar days, the Indemnitee may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that, and (b) any suit brought by the Company to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Company shall be entitled to recover such expenses upon a Final Adjudication that, the Indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation. Neither the failure of the Company (including the Sole Member, the Managers or independent legal counsel) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met any applicable standard of conduct set forth in the Delaware General Corporation Law as if the Company were a Delaware corporation, nor an actual determination by the Company (including the Sole Member, the Managers or independent legal counsel) that the Indemnitee has not met any such applicable standard of conduct, shall create a presumption that the Indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnitee, be a defense to such

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