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: (a) investigating any event which it reasonably believes is a Default; or (b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 57 contracts
Samples: Second Supplemental Agreement (KNOT Offshore Partners LP), Facility Agreement, Facility Agreement
Indemnity to the Agent. The Borrower Company shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 34 contracts
Samples: Senior Revolving Credit Facility Agreement, Super Senior Revolving Facility Agreement (Eagle Bulk Shipping Inc.), Term Facility Agreement (Manchester United PLC)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 9 contracts
Samples: Facility Agreement (Kronos Worldwide Inc), Multicurrency Revolving Facility Agreement (Luxottica Group Spa), Facility Agreement (Luxottica Group Spa)
Indemnity to the Agent. The Borrower Obligors shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 8 contracts
Samples: Amendment and Restatement Agreement (DHT Holdings, Inc.), Term Loan Facilities Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)
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:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.
Appears in 5 contracts
Samples: Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.), Amendment and Restatement Agreement (Hamilton Insurance Group, Ltd.), Facility Agreement (Advanced Technology (Cayman) LTD)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) reasonably as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 4 contracts
Samples: Facility Agreement (Seanergy Maritime Holdings Corp.), Facility Agreement (Seanergy Maritime Holdings Corp.), Facility Agreement (Seanergy Maritime Holdings Corp.)
Indemnity to the Agent. The Each Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default;
(b) entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 35.10 (Change of currency); or
(bc) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 4 contracts
Samples: Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC), Loan Agreement (International Game Technology PLC)
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:
(aA) investigating any event which it reasonably believes is a Default; or
(bB) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 4 contracts
Samples: Facility Agreement (PCCW LTD), Facility Agreement (PCCW LTD), Facility Agreement (PCCW LTD)
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:
(a) investigating any event which it reasonably believes is a possible Event of Default; or
(b) acting or relying on verifying any notice, request or instruction which it reasonably believes to be genuine, correct and or appropriately authorised.
Appears in 4 contracts
Samples: Multi Currency Revolving Credit Facility Agreement (Gulfmark Offshore Inc), Multi Currency Revolving Credit Facility Agreement (Gulfmark Offshore Inc), Term Loan Facility Agreement (B Plus H Ocean Carriers LTD)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorized.
Appears in 3 contracts
Samples: Facility Agreement (NORDIC AMERICAN TANKERS LTD), Facility Agreement (Nordic American Offshore Ltd.), Facility Agreement (Nordic American Offshore Ltd.)
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:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or
Appears in 2 contracts
Samples: Bridge Facility Agreement (Himalaya Shipping Ltd.), Facility Agreement (KNOT Offshore Partners LP)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 2 contracts
Samples: Revolving Facility Agreement (Bunge Global SA), Facility Agreement (Bunge LTD)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 2 contracts
Samples: Term Loan Facility Agreement (DHT Holdings, Inc.), Term Loan Facility Agreement (DHT Holdings, Inc.)
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:
(a) investigating (after consultation with the Borrower) any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction purportedly by the Borrower which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 2 contracts
Samples: Facility Agreement (Chartered Semiconductor Manufacturing LTD), Facility Agreement (Chartered Semiconductor Manufacturing LTD)
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:
(aA) investigating any event which it reasonably believes is a Default; or;
(bB) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(C) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.
Appears in 2 contracts
Samples: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (Rockley Photonics Holdings LTD)
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:
(a) investigating any event which it reasonably believes is a Default; orDefault or a Sanctions Event;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.
Appears in 2 contracts
Samples: Bridge Facilities Agreement (Compagnie Maritime Belge NV), Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Indemnity to the Agent. The Borrower Each obligor shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorized.
Appears in 2 contracts
Samples: Facility Agreement (DHT Holdings, Inc.), Facility Agreement (DHT Holdings, Inc.)
Indemnity to the Agent. The Each Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default;
(b) entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 30.10 (Change of currency); or
(bc) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 2 contracts
Samples: Senior Facility Agreement (International Game Technology PLC), Facilities Agreement (International Game Technology PLC)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 2 contracts
Samples: Facility Agreement (Kronos International Inc), Facility Agreement (Kronos International Inc)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any cost, expense, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(c) instructing lawyers, accountants, tax advisers, surveyors or other experts or professional advisers as permitted under this Agreement.
Appears in 2 contracts
Samples: Syndicated Facility Agreement (Metals Acquisition LTD), Syndicated Facility Agreement (Metals Acquisition Corp)
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:
(a) 14.3.1 investigating any event which it reasonably believes is a Default; or
(b) 14.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.. 15 Mitigation by the Lenders
Appears in 2 contracts
Samples: Term Facility Agreement (Luxottica Group Spa), Bridge Facility Agreement (Luxottica Group Spa)
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:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or
(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and
Appears in 2 contracts
Samples: Facility Agreement (Polestar Automotive Holding UK PLC), Facility Agreement (Polestar Automotive Holding UK PLC)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(ai) investigating any event which it reasonably believes is a Default; or
(bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 2 contracts
Samples: Third Amendment Agreement (Kronos International Inc), Fifth Amendment Agreement (Kronos International Inc)
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:
(a) investigating any event which it reasonably believes is a an Event of Default; or
(b) acting or relying on any notice, request or instruction from an Obligor which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 2 contracts
Samples: Senior Secured Facility Agreement (Aluminum Corp of China), Facility Agreement (Aluminum Corp of China)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) 14.3.1 investigating any event which it reasonably believes is a Default; or
(b) 14.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 2 contracts
Samples: Facility Agreement (Hines Global REIT, Inc.), Facility Agreement (Hines Global REIT, Inc.)
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:
(a) investigating any event which it reasonably believes is a Default; orDefault or a Sanctions Event;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or
Appears in 1 contract
Samples: Bridge Facilities Agreement (Compagnie Maritime Belge NV)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any reasonable cost, loss or liability properly incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default or an Event of Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Term and Letter of Credit Facility Agreement (Cascal B.V.)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) entering into or performing any foreign exchange contract for the purposes of Clause 7 (OPTIONAL CURRENCIES); or
(c) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Credit Agreement (Sappi LTD)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any costcost and expense (including legal fees), loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Term Facility Agreement (Sterlite Industries (India) LTD)
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:
(a) (following consultation with the Borrower) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Sustainability Linked Revolving Credit Facility Agreement (ICL Group Ltd.)
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:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or
Appears in 1 contract
Samples: Term Loan Facility Agreement (KNOT Offshore Partners LP)
Indemnity to the Agent. The Borrower shall promptly indemnify the each Agent against any cost, loss or liability incurred by the such Agent (acting reasonably) as a result of:
(a) 14.3.1 investigating any event which it reasonably believes is a Default; or
(b) 14.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Facilities Agreement (Hungarian Telephone & Cable Corp)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any costcost and expense (including legal fees), loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Facility Agreement (Sterlite Industries (India) LTD)
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:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or APJ/076001.00588/98366820.7Page 56
Appears in 1 contract
Samples: Single Currency Revolving Facility Agreement (StoneX Group Inc.)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Defaultmay be an Event of Non-Compliance; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Senior Secured Post Delivery Term Loan Facility Agreement (Knightsbridge Shipping LTD)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability properly incurred by the Agent (acting reasonably) as a result of:
(a) 14.3.1 investigating any event which it reasonably believes is a Default; or
(b) 14.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a possible Event of Default; or
(b) acting or relying on verifying any notice, request or instruction which it reasonably believes to be genuine, correct and or appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower Each Obligor shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower shall promptly indemnify indemnity the Agent on demand against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent on demand against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is in case of a payment Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower Each Obligor shall promptly immediately on demand indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised, unless such cost, loss or liability is caused by its gross negligence, fraud or wilful misconduct.
Appears in 1 contract
Samples: Facility Agreement (PCGI Intermediate Holdings LTD)
Indemnity to the Agent. 16.3.1 The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower Each of the Borrowers shall unconditionally and irrevocably, severally promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorized, except to the extent that such cost, loss or liability was caused by the Agent’s own gross negligence or willful misconduct.
Appears in 1 contract
Indemnity to the Agent. The (a) Each Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(ai) investigating any event which it reasonably believes is a Default; or
(bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Tower Group International, Ltd.)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Facility Agreement (Sterlite Industries (India) LTD)
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:
(a) 17.3.1 investigating any event which it reasonably believes is a Default; or
(b) 17.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorised (unless such cost, loss or liability incurred is a direct result of he Agent’s gross negligence or wilful misconduct).
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Mercer International Inc.)
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:
(a) 17.3.1 investigating any event which it reasonably believes is a Default; or
(b) 17.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorised (unless such cost, loss or liability incurred is a direct result of he Agent's gross negligence or wilful misconduct).
Appears in 1 contract
Samples: Multicurrency Revolving Credit Agreement (Mercer International Inc)
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:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or LRXM/076001.00588/92345437.6Page 56
Appears in 1 contract
Samples: Usd 75,000,000 Single Currency Revolving Facility Agreement (StoneX Group Inc.)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any cost, loss or liability directly related to this Agreement incurred by the Agent (acting reasonablyreasonably and otherwise than by reason of the Agent’s gross negligence or wilful misconduct) as a result of:
(a) investigating any event which it reasonably believes (acting prudently and, if possible, following consultation with the Borrower) is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Each Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a DefaultDefault in respect of that Borrower; or
(b) acting or relying on any notice, request or instruction from or relating to that Borrower which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Revolving Facility Agreement (Alpha Beta Netherlands Holding N.V.)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against against: (a) any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(ai) investigating any event which it reasonably believes is a Default; or
(bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or
(iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and
Appears in 1 contract
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against against:
14.3.1 any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(ac) investigating any event which it reasonably believes is a Default; or
(bd) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or
(e) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and
Appears in 1 contract
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:
(a) 15.3.1 investigating any event which it reasonably believes is a Default; or
(b) 15.3.2 acting or relying on any notice, request or instruction given by an Obligor or a Finance Party which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Reserve Base Revolving Facility Agreement (Toreador Resources Corp)
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:
(a) 16.2.1 investigating any event which it reasonably believes is a Default; or;
(b) 16.2.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Mercer International Inc.)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised, except to the extent such cost, loss or liability arises from the wilful misconduct or gross negligence of the Agent.
Appears in 1 contract
Samples: Facility Agreement (Bungeltd)
Indemnity to the Agent. The Borrower Borrowers shall promptly promptly, jointly and severally, indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Multicurrency Revolving Credit Facility Agreement (Energizer Holdings Inc)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any documented cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a possible Event of Default; or
(b) acting on or relying on verifying any notice, request or instruction which it reasonably believes to be genuine, correct and or appropriately authorised.
Appears in 1 contract
Samples: Senior Secured Credit Facility Agreement (Ocean Rig UDW Inc.)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised. For the avoidance of doubt, the indemnities under this Clause 15.3 shall survive any termination or expiry of this Agreement and/or any resignation or replacement of the Agent.
Appears in 1 contract
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:
(a) investigating any event which it reasonably believes is 16.3.1 a Default or perceived Default; or
(b) 16.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Term Loan and Standby Letter of Credit Facilities (PCCW LTD)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) 14.3.1 investigating any event which it reasonably believes is a Default; or
(b) 14.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.. 15 Mitigation by the Lenders
Appears in 1 contract
Samples: Loan Agreement (Luxottica Group Spa)
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a possible Event of Default; or;
(b) acting or relying on verifying any notice, request or instruction which it reasonably believes to be genuine, correct and or appropriately authorised.; or
Appears in 1 contract
Samples: Term Loan Facility (Flex LNG Ltd.)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) entering into or performing any foreign exchange contract for the purposes of Clause 6 (Optional Currencies); or
(c) acting or relying on any notice, request or instruction delivered in connection with a Finance Document which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Multicurrency Revolving Facility Agreement (International Flavors & Fragrances Inc)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any reasonable cost, loss or liability properly incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a DefaultTrigger Event, a Potential Trigger Event, an Acceleration Event or a Potential Acceleration Event; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Subordinated Secured Term and Letter of Credit Facility Agreement (Cascal B.V.)
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:
(a) investigating any event which it reasonably believes is a Default;
(b) entering into or performing any foreign exchange contract for the purposes of Clause 16; or
(bc) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Credit Agreement (New Gold Inc. /FI)
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:
(a) investigating any event which it reasonably believes is a Default; or;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(c) instructing lawyers, accountants, tax advisors, surveyors or other professional advisors or experts as permitted under this Agreement.
Appears in 1 contract
Samples: Facility Agreement
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) entering into or performing any foreign exchange contract for the purposes of paragraph (b) of Clause 29.9 (Change of currency); or
(c) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Discovery Communications, Inc.)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Term Loan Facilities Agreement (Sterlite Industries (India) LTD)
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:
(a) investigating any event which it reasonably believes is a Default;
(b) entering into or performing any foreign exchange contract for the purposes of Clause 19; or
(bc) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
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:
(a) investigating any event which it reasonably believes is a may be an Event of Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
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:
(a) 14.3.1 investigating any event which it reasonably believes is a Default; or;
(b) 14.3.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.; or
Appears in 1 contract
Samples: Revolving Facility Agreement
Indemnity to the Agent. The Borrower Borrowers shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(: a) investigating any event which it reasonably believes is a possible Event of Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any cost, loss or liability directly related to this Agreement incurred by the Agent (acting reasonablyreasonably and otherwise than by reason of the Agent's gross negligence or wilful misconduct) as a result of:
(a) investigating any event which it reasonably believes (acting prudently and, if possible, following consultation with the Borrower) is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any cost, direct loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a possible Event of Default; or
(b) acting or relying on verifying any notice, request or instruction which it reasonably believes to be genuine, correct and or appropriately authorised.
Appears in 1 contract
Samples: Long Term Facility Agreement (General Geophysics Co)
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any documented cost, loss or liability incurred by the Agent (acting reasonably) as a result of:
(a) of investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any cost, loss Losses sustained or liability incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Facility Agreement (Corporate Property Associates 16 Global Inc)
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:
(a) : investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.
Appears in 1 contract
Samples: Facility Agreement
Indemnity to the Agent. The Borrower shall promptly indemnify the Agent against any cost, loss or liability properly incurred by the Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default; or
(b) entering into or performing any foreign exchange contract for the purposes of Clause 6 (Optional Currencies); or
(c) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: Facility Agreement (Schroder Ventures International Investment Trust PLC)
Indemnity to the Agent. The Borrower shall promptly indemnify the any Agent against any cost, loss or liability incurred by the that Agent (acting reasonably) as a result of:
(a) investigating entering into or performing any event which it reasonably believes is a Defaultforeign exchange contract for the purposes of Clause 10.3 (Change of Currency); or
(b) acting or relying on any notice, request or instruction from the Borrower which it reasonably believes to be genuine, correct and appropriately authorised.
Appears in 1 contract
Samples: 364 Day Multi Currency Revolving Credit With Term Out Option (National Grid Transco PLC)
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:
(a) investigating any event which it reasonably believes is a Default; or
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorized.
Appears in 1 contract
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:
(a) investigating any event which it reasonably believes is a possible Event of Default; , or
(b) acting or relying on verifying any notice, request or instruction which it reasonably believes to be genuine, correct and or appropriately authorised.authorised 15 MITIGATION BY THE LENDERS
Appears in 1 contract
Samples: Revolving Credit Facility Agreement (Nordic American Tanker Shipping LTD)
