Common use of Indemnity to the Agent Clause in Contracts

Indemnity to the Agent. The Company shall (or shall procure that an Obligor will) promptly indemnify the Agent against: (a) any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default; (ii) 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 (b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 40.11 (Disruption to Payment Systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents.

Appears in 3 contracts

Samples: Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.), Facilities Agreement (StarTek, Inc.)

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Indemnity to the Agent. The Company Each Borrower and each Guarantor jointly and severally shall (or shall procure that an Obligor will) promptly indemnify the Agent against: (a) 14.3.1 any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (ia) investigating any event which it reasonably believes is a Default;; or (iib) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (iiic) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and (b) 14.3.2 any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 40.11 31.10 (Disruption to Payment Systems payment systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent Agent) in acting as Agent under the Finance Documents.

Appears in 1 contract

Samples: Secured Loan Agreement (Performance Shipping Inc.)

Indemnity to the Agent. The Company shall (or shall procure that an Obligor will) promptly indemnify the Agent against: (a) any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default;; or (ii) 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 experts, where this AgreementAgreement provides for the cost of such instruction to be met by the Obligors; and (b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 40.11 clause 31.11 (Disruption to Payment Systems etc.) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents.

Appears in 1 contract

Samples: Facility Agreement

Indemnity to the Agent. The Company shall (or shall procure that an Obligor will) promptly indemnify the Agent against: (a) any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default; (ii) 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 (b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 40.11 (Disruption to Payment Systems etc.)) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent in acting as Agent under the Finance Documents.

Appears in 1 contract

Samples: Facilities Agreement (StarTek, Inc.)

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Indemnity to the Agent. The Company shall promptly (or shall procure that an Obligor will) promptly ), within five Business Days of demand, indemnify the Agent against: (aA) any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (i1) investigating any event which it reasonably believes is a Default; (ii2) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (iii3) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; and (bB) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's ’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 40.11 34.11 (Disruption to Payment Systems payment systems etc.) notwithstanding the Agent's ’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent Agent) in acting as Agent under the Finance Documents.

Appears in 1 contract

Samples: Multicurrency Revolving Facility Agreement (Endava PLC)

Indemnity to the Agent. The Company shall (or shall procure that an Obligor will) promptly within five Business Days of demand indemnify the Agent against: (a) any cost, loss or liability incurred by the Agent (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a an Event of Default; (ii) 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 (b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent (otherwise than by reason of the Agent's ’s gross negligence or wilful misconductmisconduct or breach of contract) (or, in the case of any cost, loss or liability pursuant to Clause 40.11 34.12 (Disruption to Payment Systems payment systems etc.) notwithstanding the Agent's ’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent Agent) in acting as Agent under the Finance Documents.

Appears in 1 contract

Samples: Senior Facilities Agreement (OpSec Holdings)

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