Indemnity to the Interim Security Agent Sample Clauses
The "Indemnity to the Interim Security Agent" clause requires parties to compensate the Interim Security Agent for any losses, liabilities, or expenses incurred while performing its duties under the agreement. This typically covers costs arising from legal actions, claims, or other obligations the agent faces in connection with managing or enforcing security interests on behalf of the lenders. By providing this indemnity, the clause ensures that the Interim Security Agent is protected from personal financial risk, thereby encouraging it to act diligently and impartially in administering the security arrangements.
Indemnity to the Interim Security Agent. (a) The Obligors’ Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand (which demand must be accompanied by reasonable details and calculations of the amount demanded), indemnify the Interim Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by the Interim Security Agent, Receiver or Delegate (acting reasonably) incurred as a result of:
(i) the taking, holding, protection or enforcement of the Interim Security;
(ii) the exercise of any of the rights, powers, discretions and remedies vested in the Interim Security Agent and each Receiver and Delegate by the Interim Finance Documents or by law; and
(iii) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Interim Finance Documents, except where, as the case may be, the cost, loss or liability incurred by the Interim Security Agent, Receiver and/or Delegate is a result of fraud, wilful misconduct, gross negligence or default of the Interim Security Agent, Receiver and/or Delegate.
(b) The Interim Security Agent and, to the extent relevant, each other Interim Finance Party may, in priority to any payment to the Interim Finance Parties, indemnify itself out of the Charged Property over which it holds Interim Security in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 and shall have a lien on the Interim Security held by it and the proceeds of the enforcement of the Interim Security held by it for all moneys payable to it.
Indemnity to the Interim Security Agent. (a ) The Obligors’ Agent shall (or shall procure that another Group Company will) within ten
Indemnity to the Interim Security Agent. (A) The Company shall promptly indemnify the Interim Security Agent and every Receiver and Delegate against:
(i) any cost, loss or liability incurred by any of them as a result of:
(a) any failure by the Company to comply with its obligations under Clause 12 (Fees and Expenses);
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(c) the taking, holding, perfection, attachment, protection or enforcement of the Interim Security;
(d) the exercise of any of the rights, powers, discretions and remedies vested in the Interim Security Agent and each Receiver and Delegate by the Interim Documents or by law;
(e) instructing lawyers, accountants, tax advisors, surveyors or other professional advisors or experts as permitted under this Agreement;
(f) any default by the Company in the performance of any of the obligations expressed to be assumed by it in the Interim Documents; or
Indemnity to the Interim Security Agent. (a) The Company shall (or shall procure that another Group Company will) promptly indemnify the Interim Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of (and the Interim Security Agent, Receiver and/or Delegate (as applicable) must provide reasonable details and calculations of the amount of such cost, loss or liability):
(i) any failure by the Company to comply with its obligations under Clause 13 (Fees and Expenses);
(ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(iii) the taking, holding, protection or enforcement of the Interim Security;
(iv) the exercise of any of the rights, powers, discretions and remedies vested in the Interim Security Agent and each Receiver and Delegate by the Interim Documents or by law;
(v) any default by the Company in the performance of any of the obligations expressed to be assumed by it in the Interim Documents; or
(vi) any cost, loss or liability incurred by the Interim Security Agent in acting as Interim Security Agent under the Interim Documents, except where, in each case, the cost, loss or liability incurred by the Interim Security Agent, Receiver and/or Delegate (as applicable) is a result of the Interim Security Agent’s, Receiver’s and/or Delegate’s (as applicable) fraud, gross negligence or wilful misconduct or where the cost, loss or liability is in respect of Tax, which shall be dealt with in accordance with Clause 9 (Taxes) and provided that if Interim Facility B is not drawn no such costs and expenses will be payable.
(b) The Interim Security Agent may, in priority to any payment to the Interim Finance Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 and shall have a lien on the Interim Security and the proceeds of the enforcement of the Interim Security for all monies payable to it.