Indemnity to the Security Agent. (a) Each Borrower shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them: (i) in relation to or as a result of: (A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security; (D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; (E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; (F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and (G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents, (ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct). (b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 4 contracts
Samples: Facility Agreement (Navios Maritime Partners L.P.), Facility Agreement (Navios Maritime Partners L.P.), Facility Agreement (Navios Maritime Partners L.P.)
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
(B) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(CB) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(DC) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(ED) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(FE) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(GF) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.6 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 4 contracts
Samples: Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp), Term Loan Facility (Ardmore Shipping Corp)
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 15 (Costs and Expenses);
(Bii) acting or relying on any notice, notice or request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor the Sponsor, the Shareholder or the Borrower in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(iivi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance assets of the terms Shareholder and the Borrower which from time to time are, or are expressed to be, the subject of this Agreement or the other Finance Documents Transaction Security (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the assets of the Shareholder and the Borrower which from time to time are, or are expressed to be, the subject of the Transaction Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 13.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 3 contracts
Samples: Secured Term Loan Facility (Mohegan Tribal Gaming Authority), Secured Term Loan Facility, Secured Term Loan Facility
Indemnity to the Security Agent. (a) Each Borrower Obligor jointly and severally shall, on within five (5) Business Days of demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,or
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 14.4 (Indemnity to the Security Agent) will not be prejudiced by any release under Clause 31.25 (Releases) or otherwise in accordance with the terms of this Agreement.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 3 contracts
Samples: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 2 contracts
Samples: Term Loan Facility (Navios Maritime Partners L.P.), Term Loan Facility (Navios Maritime Partners L.P.)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, The Company shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 18 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 16.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
(c) This Clause 16 and Clause 28.13 (Lenders’ indemnity to the Security Agent) shall survive the termination or discharge of this Agreement or the resignation or removal of any Agent or the Security Agent.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Cboe Global Markets, Inc.), Amendment and Restatement Agreement (Cboe Global Markets, Inc.)
Indemnity to the Security Agent. (aA) Each Borrower shall, on demand, Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(A1) any failure by a Borrower an Obligor to comply with its obligations under Clause 16 15 (Costs and Expensesexpenses);
(B2) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(C3) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(D4) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E5) any default by any Transaction an Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii6) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents Secured Assets (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(bB) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Secured Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 13.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 2 contracts
Samples: Term Facility Agreement (Rockley Photonics Holdings LTD), Support Letter (Rockley Photonics Holdings LTD)
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on within 5 Business Days of demand, indemnify the Security Agent and every Receiver and Delegate each Indemnified Person against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 15 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate that Indemnified Person by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s Indemnified Person's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 13.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 2 contracts
Samples: Facility Agreement (United Maritime Corp), Term Loan Facility (Seanergy Maritime Holdings Corp.)
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower the Obligors to comply with its their obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 2 contracts
Samples: Facility Agreement (Okeanis Eco Tankers Corp.), Facility Agreement (Okeanis Eco Tankers Corp.)
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate each Indemnified Person against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 15 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate that Indemnified Person by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or DelegateIndemnified Person’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 13.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 2 contracts
Samples: Term Loan Facility (Global Ship Lease, Inc.), Term Loan Facility (Global Ship Lease, Inc.)
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on within 5 Business Days of demand, indemnify the Security Agent and every Receiver and Delegate each Indemnified Person against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 15 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate that Indemnified Person by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s Indemnified Person's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 13.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
(B) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(CB) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(DC) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(ED) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(FE) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(GF) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,;
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct); and
(iii) any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Facility Agent or any Lender as a result of conduct of any Obligor or any of their partners, directors, officers, employees, agents or advisors, that violates any Sanctions.
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 16.6 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 20 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Borrower expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 19.1 will not be prejudiced by any release or disposal under and in accordance with Clause 11 (Distressed Disposals and Appropriation).
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 19.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Intercreditor Agreement
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 20 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 21.1 will not be prejudiced by any release or disposal under Clause 12 (Distressed Disposals and Appropriation) taking into account the operation of that Clause 12.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 21.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Intercreditor Agreement
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate Delegate:
(i) against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct.
(E) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(F) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents. provided that, otherwise than in relation to Clauses 14.4(a)(A)(i)(A), 14.4(a)(A)(i)(C), 14.4(a)(A)(i)(D) and 14.4(a)(A)(i)(E) shall not be available to the extent that such losses, claims, damages, liabilities or related expenses:
(i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Security Agent; or
(ii) result from a claim brought by the Borrower or any other Obligor against the Security Agent for breach in bad faith of Security Agent’s obligations hereunder or under any other Finance Document, if the Borrower or such Xxxxxxx has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.
(b) The Security Agent and every Receiver and Delegate mayBorrower, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to upon demand by the Security Agent) and , at any time, shall have a lien on indemnify the Transaction Security and the proceeds Agent for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the enforcement foregoing, except if the same is excluded from indemnification pursuant to the provisions of the Transaction Security for all monies payable to itpreceding paragraph.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Debtor jointly and severally shall, on demand, within five (5) Business Days of demand indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category applicable amounts in respect of liability whatsoeverVAT) incurred by any of them:
them (iacting reasonably) in relation to or as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 20 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction SecuritySecurity (otherwise than as a result of its gross negligence or wilful misconduct);
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by lawlaw (otherwise than as a result of its gross negligence or wilful misconduct);
(Ev) any default by any Transaction Obligor Debtor or the Parent in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct, but in each case excluding any costs, loss or liability arising as a result of fraud, gross negligence or wilful misconduct of the Security Agent, Receiver or Delegate.
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 21 will not be prejudiced by any release or disposal under Clause 12 (Distressed Disposals and Appropriation) taking into account the operation of that Clause 12 (Distressed Disposals and Appropriation).
(bc) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 21.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Intercreditor Agreement
Indemnity to the Security Agent. (a) Each The Borrower shall, on within 3 Business Days of demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:them (otherwise, in each case, than by reason of the gross negligence, wilful misconduct or fraud of the relevant Receiver or Delegate of the Security Agent):
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
(B) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(CB) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(DC) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(ED) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(FE) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(GF) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence negligence, wilful misconduct or wilful misconductfraud).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.6 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Samples: Term Loan Facility (DryShips Inc.)
Indemnity to the Security Agent. (a) Each Borrower shallObligor jointly and severally shall promptly indemnify, on demand, indemnify defend and hold harmless the Security Agent and every Receiver and Delegate and their respective officers, directors, employees, representatives and agents against any cost, loss loss, expense (including reasonable attorneys’ and agents’ fees and expenses), claim, obligation, damage or liability (includingof whatever kind or nature, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to them directly or indirectly as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 15 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct genuine and appropriately authorisedsigned or presented by the proper party or parties;
(Ciii) the taking, holding, protection or enforcement of the Transaction Security or the administration of any Finance Documents and the Transaction SecurityDocuments;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(iivi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconductmisconduct in each case as determined by a final non-appealable judgment issued by a court of competent jurisdiction).
(b) Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 13.4 will not be prejudiced by any release or disposal under Clause 26.32 (Authority of Security Agent for Releases) taking into account the operation of that Clause.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the other Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 13.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, The Company must indemnify the Security Agent and every Receiver and Delegate promptly against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:them (otherwise than by reason of its own gross negligence or wilful default):
(i) in relation to or as a result of:
(A) any failure by a Borrower the Company to comply with its obligations under Clause 16 15 (Costs and Expensesexpenses);
(B) acting or relying on any notice, request or instruction which it the Security Agent, Receiver or Delegate reasonably believes to be genuine, correct and appropriately authorised;
(C) the taking, holding, protection or enforcement of the Finance Documents and Security Interest created by the Transaction SecurityAccount Charge;
(D) the exercise of any of the rights, powers, discretions, authorities discretions and remedies vested in the Security Agent and each Receiver and Delegate by the a Finance Documents Document or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the any Finance DocumentsDocument;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property Assets or the performance of the terms of this Agreement or the other any Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct)Document.
(b) The Security Agent and every each Receiver and Delegate may, in priority to any payment to the Secured Finance Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.4 (Indemnity to the Security Agent) and shall will have a lien on the Transaction Security Interests under the Account Charge and the proceeds of the enforcement of the Transaction those Security Interests for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Obligor jointly and severally shall within five Business Days of demand indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 21 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct)misconduct or breach of contract.
(b) The Security Agent Each Obligor expressly acknowledges and every Receiver agrees that the continuation of its indemnity obligations under this Clause 19.4 will not be prejudiced by any release or disposal under clause 14 (Distressed Disposals and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out Appropriation) of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to Intercreditor Agreement taking into account the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds operation of the enforcement of the Transaction Security for all monies payable to itthat clause.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 20 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents Transaction Security and the Transaction Securityany Guarantee;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent Each Debtor expressly acknowledges and every Receiver and Delegate may, in priority to any payment to agrees that the Secured Parties, indemnify itself out continuation of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the its indemnity in obligations under this Clause 14.5 21.1 will not be prejudiced by any release or disposal under Clause 14 (Indemnity to Distressed Disposals) taking into account the Security Agent) and shall have a lien on the Transaction Security and the proceeds operation of the enforcement of the Transaction Security for all monies payable to itthat Clause 14.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or the Security Agent as a result of:
(Ai) any failure by a Borrower the Parent to comply with its obligations under Clause 16 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Securitya Lien expressed to be created under a Security Document;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor the Borrower in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(Fvi) acting as Security Agent under the Finance Documents or which otherwise relates to any action assets subject to a Lien (otherwise, in each case, than by any Transaction Obligor which vitiates, reduces reason of the value of, Security Agent's gross negligence or is otherwise prejudicial to, the Transaction Securitywilful misconduct); andor
(Gvii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct)Agreement.
(b) The Borrower expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 14.4 will not be prejudiced by any release or disposal under clause 13 (Distressed Disposals and Appropriation) of the Intercreditor Agreement taking into account the operation of that clause.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured other Finance Parties, indemnify itself out of the assets subject to a Lien expressed to be created under the Security Assets Documents in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction a Lien expressed to be created under the Security Documents for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 16 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) investigating any event which it reasonably believes is a Default;
(iv) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;; 49173559_13
(Dv) the exercise of any of the rights, powers, discretions, authorities discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Evi) any default by any Transaction Obligor the Borrower in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iiviii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason as a direct result of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 15.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly (and in any event within five Business Days) indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Parent to comply with its obligations under Clause 16 18 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities authorities, privileges, protections, indemnities, immunities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 19.1 will not be prejudiced by any release or disposal under Clause 11 (Distressed Disposals and Appropriation) taking into account the operation of that Clause 11.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 19.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Parent to comply with its obligations under Clause 16 20 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or the enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 21.1 will not be prejudiced by any release or disposal under Clause 12 (Distressed Disposals and Appropriation) taking into account the operation of that Clause 12.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 21.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Intercreditor Agreement
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
(B) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorized;
(C) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Creditor Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower the Borrowers to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Creditor Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Obligor jointly and severally shall promptly indemnify each of the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 18 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the any Transaction Security;
(Div) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in any of the Security Agent and each Agent, any Receiver and or any Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(iivi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, such Receiver’s or such Delegate’s (as the case may be) gross negligence or wilful misconduct).
(b) The Security Agent Each Obligor expressly acknowledges and every Receiver agrees that the continuation of its indemnity obligations under this Clause 16.5 will not be prejudiced by any release or disposal under clause 13 (Distressed Disposals and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out Appropriation) of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to Intercreditor Agreement taking into account the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds operation of the enforcement of the Transaction Security for all monies payable to itthat clause.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Samples: Facility Agreement (Taylor Maritime Investments LTD)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate and their respective officers, directors, employees and agents against any cost, loss penalty, suit, cause of action, loss, fees, expenses (including any legal fees) or liability, including any environmental liability (includingtogether with any applicable VAT) of whatever kind or nature regardless of their merit, without limitationdemanded, for negligence asserted or any other category of liability whatsoever) incurred by claimed against any of themthem directly or indirectly relating to or arising out of or in connection with:
(i) in relation to or as a result of:
(A) any failure by a Borrower the Parent to comply with its obligations under Clause 16 22 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 23.1 will not be prejudiced by any release or disposal under Clause 13 (Distressed Disposals) taking into account the operation of that Clause 13.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 23.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
(d) All amounts and indemnities to be paid under this Agreement shall be payable immediately when due in U.S. dollars (the “Dollars”) in the full amount due, without deduction for any variation in any Rate of Exchange (as defined below). The Debtors hereby jointly and severally agree to indemnify the Security Agent against any losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, attorney’s fees and expenses, incurred by it as a result of any judgment or order being expressed and paid in a currency (the “Judgment Currency”) other than Dollars and as a result of any variation as between (i) the rate of exchange at which the dollar amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the Rate of Exchange at which the Security Agent is then able to purchase Dollars with the amount of the Judgment Currency actually received by it. The indemnity set forth in this paragraph shall constitute a separate and independent obligation of the Debtors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term “Rate of Exchange” means the rate at which the Security Agent is able to purchase Dollars with the Judgment Currency on the foreign exchange market on the relevant date and shall include any premiums and other reasonable costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate Delegate:
(i) against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct.
(E) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(F) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents. provided that, otherwise than in relation to Clauses 14.4(a)(A)(i)(A), 14.4(a)(A)(i)(C) 14.4(a)(A)(i) (D) and 14.4(a)(A)(i)(E) shall not be available to the extent that such losses, claims, damages, liabilities or related expenses:
(i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Security Agent; or
(ii) result from a claim brought by the Borrower or any other Obligor against the Security Agent for breach in bad faith of Security Agent’s obligations hereunder or under any other Finance Document, if the Borrower or such Xxxxxxx has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.
(b) The Security Agent and every Receiver and Delegate mayBorrower, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to upon demand by the Security Agent) and , at any time, shall have a lien on indemnify the Transaction Security and the proceeds Agent for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the enforcement foregoing, except if the same is excluded from indemnification pursuant to the provisions of the Transaction Security for all monies payable to itpreceding paragraph.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Parent to comply with its obligations under Clause 16 19 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement provided that, at any time when no Event of Default is continuing, the Finance Documents,Agent shall use reasonable endeavours to obtain estimates and (unless the Agent considers it inappropriate for reasons of confidentiality or otherwise) to provide copies of any fee estimates it obtains to the Company; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 17.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Senior Facilities Agreement
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, The Parent shall (or shall procure that an Obligor will) within five Business Days of written demand indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of themthem as a result of or in relation to:
(i) in relation to or as a result of:
(A) any failure by a Borrower the Parent to comply with its obligations under Clause 16 19 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and Transaction Security (save for any cost, loss or liability incurred by the Transaction SecuritySecurity Agent as a result of its gross negligence or wilful misconduct);
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(iivi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason a direct result of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 17.4 will not be prejudiced by any release or disposal under clause 14 (Distressed Disposals and Appropriation) of the Intercreditor Agreement, taking into account the operation of that Clause.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 17.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, The Company must indemnify the Security Agent and every each Receiver and Delegate within three Business Days of demand against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 17 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it the Security Agent, Receiver or Delegate reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and Security under the Transaction SecuritySecurity Documents;
(Div) the exercise of any of the rights, powers, discretions, authorities discretions and remedies vested in the Security Agent and each Agent, Receiver and or Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement;
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents Assets (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every each Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.4 (Indemnity to the Security Agent) and shall Clause 17.3 (Enforcement Costs) and will have a lien on the Transaction Security under the Security Documents and the proceeds of the enforcement of the Transaction those Security for all monies moneys payable to it.
(c) The rights conferred by this Clause 14.4 shall survive the termination of this Agreement and shall continue notwithstanding any disposal of any asset subject to the Finance Documents and are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with any of the Finance Documents or the performance of any duties under any of the Finance Documents.
Appears in 1 contract
Samples: Facility Agreement (IHS Holding LTD)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate and their respective officers, directors, employees and agents against any cost, loss penalty, suit, cause of action, loss, fees, expenses (including any legal fees) or liability, including any environmental liability (includingtogether with any applicable VAT) of whatever kind or nature regardless of their merit, without limitationdemanded, for negligence asserted or any other category of liability whatsoever) incurred by claimed against any of themthem directly or indirectly relating to or arising out of or in connection with:
(i) in relation to or as a result of:
(A) any failure by a Borrower the Parent to comply with its obligations under Clause 16 21 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Debtor must indemnify and hold the Security Agent harmless on a full indemnity basis, from and against each and every loss:
(i) arising directly or indirectly out of or in any way connected with the ownership, possession, performance, transportation, management, sale, import to or export from any jurisdiction, control, use or operation, registration, navigation, certification, classification, management, xxxxxxx, provisioning, the provision of bunkers and lubricating oils, testing, design, condition, delivery, acceptance, leasing, subleasing, chartering, insurance, maintenance, repair, service, modification, refurbishment, dry docking, survey, conversion, overhaul, replacement, removal, repossession, return, redelivery, storage, sale, disposal, the complete or partial removal, decommissioning, making safe, destruction, abandonment or loss by the Debtors, or any other person of any of the Vessels or caused by any of the Vessels becoming a wreck or an obstruction to navigation, whether or not such liability may be attributable to any defect in any of the Vessels or to the design, construction or use thereof or from any maintenance, service, repair, dry docking, overhaul, inspection or for any other reason whatsoever (whether similar to any of the foregoing or not), and regardless of when the same shall arise and whether or not any of the Vessels (or any part thereof) is in possession or control of the Debtors, or the Manager or any other person and whether or not the same is in United Kingdom waters or abroad;
(ii) arising directly or indirectly out of or in any way connected with any Release of Hazardous Material, any Environmental Claim in respect of a Vessel, or any breach of an Environmental Law or the terms and conditions of an Environmental Approval;
(iii) as a consequence of any claim that any design, article or material in any of the Vessels or any part thereof or relating thereto or the operation or use thereof constitutes an infringement of patent, copyright, design or other proprietary right; or
(iv) in preventing or attempting to prevent the arrest, seizure, taking in execution, requisition, impounding, forfeiture or detention of any of the Vessels or in securing or attempting to secure the release of any of the Vessels. Any term used in this Clause 22.1(b) and not defined in this Agreement shall have the same meaning given to such term in the Initial Term Facility Agreement.
(c) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 22.1 will not be prejudiced by any release or disposal under Clause 12 (Distressed Disposals) taking into account the operation of that Clause 12.
(d) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 22.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
(e) All amounts and indemnities to be paid under this Agreement shall be payable immediately when due in U.S. dollars (the Dollars) in the full amount due, without deduction for any variation in any Rate of Exchange (as defined below). The Debtors hereby jointly and severally agree to indemnify the Security Agent against any losses, damages, penalties, costs, expenses or disbursements of any kind or nature whatsoever, including, without limitation, attorney’s fees and expenses, incurred by it as a result of any judgment or order being expressed and paid in a currency (the Judgment Currency) other than Dollars and as a result of any variation as between (i) the rate of exchange at which the dollar amount is converted into Judgment Currency for the purpose of such judgment or order, and (ii) the Rate of Exchange at which the Security Agent is then able to purchase Dollars with the amount of the Judgment Currency actually received by it. The indemnity set forth in this paragraph shall constitute a separate and independent obligation of the Debtors and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. The term Rate of Exchange means the rate at which the Security Agent is able to purchase Dollars with the Judgment Currency on the foreign exchange market on the relevant date and shall include any premiums and other reasonable costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on within 5 Business Days of demand, indemnify the Security Agent and every Receiver and Delegate each Indemnified Person against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 15 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate that Indemnified Person by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or DelegateIndemnified Person’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 13.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 21 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents Transaction Security and the Transaction Securityany Guarantee;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent Each Debtor expressly acknowledges and every Receiver and Delegate may, in priority to any payment to agrees that the Secured Parties, indemnify itself out continuation of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the its indemnity in obligations under this Clause 14.5 22.1 will not be prejudiced by any release or disposal under Clause 14 (Indemnity to Distressed Disposals) taking into account the Security Agent) and shall have a lien on the Transaction Security and the proceeds operation of the enforcement of the Transaction Security for all monies payable to itthat Clause 14.
Appears in 1 contract
Samples: Intercreditor Agreement
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 clause 16 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) clause 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Sterling Term Facility Agreement (American Realty Capital Global Trust, Inc.)
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, expense (including legal fees reasonably incurred), loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
them (iand, to the extent reasonably possible, any third party costs pre-agreed with the Borrower and the Agent) in relation to or as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 15 (Costs and Expensesexpenses);
(Bii) any failure or delay by the Borrower in paying an amount due under any Finance Document (including, without limitation, all or any part of the Secured Liabilities);
(iii) any failure of the Borrower to comply with any provision of the Transaction Documents;
(iv) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Cv) the taking, holding, preservation, protection or enforcement of the Finance Documents and the Transaction Security;
(Dvi) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Evii) any default by any Transaction Obligor the Borrower in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gviii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,; or
(iiix) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 13.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Mezzanine Facility Agreement (American Realty Capital Global Trust II, Inc.)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly (and in any event within five Business Days) indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Parent to comply with its obligations under Clause 16 18 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities authorities, privileges, protections, indemnities, immunities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 19.1 will not be prejudiced by any release or disposal under Clause 11 (Distressed Disposals and Appropriation) taking into account the operation of that Clause 11.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the other Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 19.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
(B) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(CB) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(DC) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(ED) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(FE) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(GF) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,;
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct); and
(iii) any claim, action, civil penalty or fine against, any settlement, and any other kind of loss or liability, and all reasonable costs and expenses (including reasonable counsel fees and disbursements) incurred by the Facility Agent or any Lender as a result of conduct of any Obligor or any of their partners, directors, officers, employees, agents or advisors, that violates any Sanctions Laws.
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.6 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on Obligor shall within 3 Business Days of any demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs 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, protection protection, perfection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,;
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Samples: Term Loan Facility (Navios South American Logistics Inc.)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower NAC 29 to comply with its obligations under Clause 16 19 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents Shared Transaction Security and the Transaction Super Senior Additional Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 20.1 will not be prejudiced by any release or disposal under Clause 14 (Distressed Disposals) taking into account the operation of that Clause 14.
(c) The Security Agent and every Receiver and Delegate may:
(i) in the case of any cost, loss or liability attributable to the Shared Transaction Security, in priority to any payment to the Shared Secured Parties, indemnify itself out of the Security Assets Shared Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 20.1 and shall have a lien on the Shared Transaction Security and the proceeds of the enforcement of the Shared Transaction Security for all monies such moneys payable to it.;
(ii) in the case of any cost, loss or liability attributable to the Super Senior Additional Security, in priority to any payment to the Super Senior Secured Parties, indemnify itself out of the Super Senior Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 20.1 and shall have a lien on the Super Senior Additional Security and the proceeds of the enforcement of the Super Senior Additional Security for all such moneys payable to it; and
Appears in 1 contract
Samples: Intercreditor Agreement (NAC Aviation 29 Designated Activity Co)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, The Company shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 17 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor Obligor, AMC Topco or any Security Provider in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(iivi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 15.4 will not be prejudiced by any release or disposal under or in accordance with the terms of the Intercreditor Agreement.
(c) Upon termination of this Agreement, the rights and obligations of the Parties under this Clause 15.4 shall survive and remain in full force and effect. Termination shall not affect or prejudice any right to damages or other remedy which the Security Agent might have in respect of this Clause 15.4.
(d) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 15.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Samples: Term Loan Facility Agreement (Amc Entertainment Holdings, Inc.)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses);
(B) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(CB) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(DC) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(ED) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(FE) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(GF) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,;
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 14.6 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower NAC 29 to comply with its obligations under Clause 16 19 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents Shared Transaction Security and the Transaction Super Senior Additional Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 20.1 will not be prejudiced by any release or disposal under Clause 14 (Distressed Disposals) taking into account the operation of that Clause 14.
(c) The Security Agent and every Receiver and Delegate may:
(i) in the case of any cost, loss or liability attributable to the Shared Transaction Security, in priority to any payment to the Shared Secured Parties, indemnify itself out of the Security Assets Shared Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 20.1 and shall have a lien on the Shared Transaction Security and the proceeds of the enforcement of the Shared Transaction Security for all monies such moneys payable to it.;
(ii) in the case of any cost, loss or liability attributable to the Super Senior Additional Security, in priority to any payment to the Super Senior Secured Parties, indemnify itself out of the Super Senior Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 20.1 and shall have a lien on the Super Senior Additional Security and the proceeds of the enforcement of the Super Senior Additional Security for all such moneys payable to it; and
Appears in 1 contract
Samples: Intercreditor Agreement (NAC Aviation Colorado 1 LLC)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Transaction Obligor shall jointly and severally promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 16 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 15.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Facility Agreement (Advanced Technology (Cayman) LTD)
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate each Indemnified Person against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 15 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate that Indemnified Person by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or DelegateIndemnified Person’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 13.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on Obligor shall promptly (and in any event within five Business Days of demand, ) (which demand must be accompanied by reasonable details and calculations of the amount demanded) indemnify each of the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 18 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction purported to be given by a Total Transaction Obligor which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the any Transaction Security;
(Div) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in any of the Security Agent and each Agent, any Receiver and or any Delegate by the Finance Documents or by law;
(Ev) any default by any Total Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(iivi) acting as Security Agent, Receiver or Delegate under or in connection with the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, such Receiver’s or such Delegate’s (as the case may be) gross negligence or wilful misconduct).
(b) The Each Obligor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 16.4 will not be prejudiced by any release or disposal under clause 13 (Distressed Disposals and Appropriation) of the Security Trust Agreement taking into account the operation of that clause.
(c) Each of the Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 16.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to itit under any Finance Document.
Appears in 1 contract
Samples: Deed of Amendment Agreement (RISE Education Cayman LTD)
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a Borrower to comply with its obligations under Clause 16 17 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 15.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each 14.6.1 The Borrower shall, on within three Business Days of demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Aa) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs and Expensesexpenses);
(Bb) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Cc) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Dd) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ee) any default by any Transaction Obligor it in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(iif) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconductmisconduct of the Security Agent, Receiver or Delegate alone). Facility Agreement _Powerfleet_ 47
14.6.2 The Borrower expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 14.6 will not be prejudiced by any release under Clause 27.25 (Releases) or otherwise in accordance with the terms of this Agreement.
(b) 14.6.3 The Security Agent and every Receiver and Delegate Representative may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Obligor jointly and severally shall promptly indemnify each of the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a the Borrower to comply with its obligations under Clause 16 18 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorisedauthorized;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the any Transaction Security;
(Div) the exercise or purported exercise of any of the rights, powers, discretions, authorities and remedies vested in any of the Security Agent and each Agent, any Receiver and or any Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;; or
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(iivi) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, such Receiver’s or such Delegate’s (as the case may be) gross negligence or wilful misconduct).
(b) The Security Agent Each Obligor expressly acknowledges and every Receiver agrees that the continuation of its indemnity obligations under this Clause 16.5 will not be prejudiced by any release or disposal under clause 12 (Distressed Disposals and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out Appropriation) of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to Intercreditor Agreement taking into account the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds operation of the enforcement of the Transaction Security for all monies payable to itthat clause.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shallof the Borrowers shall jointly and severally, on within three (3) Business Days of demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower an Obligor to comply with its obligations under Clause 16 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Finance Parties, indemnify itself out of the Security Assets Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, The Company must indemnify the Security Agent and every each Receiver and Delegate within three Business Days of demand against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 22 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it the Security Agent, Receiver or Delegate reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and Security under the Transaction SecuritySecurity Documents;
(Div) the exercise of any of the rights, powers, discretions, authorities discretions and remedies vested in the Security Agent and each Agent, Receiver and or Delegate by the Finance Documents or by law;
(Ev) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,this Agreement;
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents Assets (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every each Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 19.4 (Indemnity to the Security Agent) and shall Clause 22.3 (Enforcement Costs) and will have a lien on the Transaction Security under the Security Documents and the proceeds of the enforcement of the Transaction those Security for all monies moneys payable to it.
(c) The rights conferred by this Clause 19.4 shall survive the termination of this Agreement and shall continue notwithstanding any disposal of any asset subject to the Finance Documents and are without prejudice to any right to indemnity by law given to trustees generally and to any provision of the Finance Documents entitling the Security Agent or any other person to an indemnity in respect of, and/or reimbursement of, any liabilities, costs or expenses incurred or suffered by it in connection with any of the Finance Documents or the performance of any duties under any of the Finance Documents.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (IHS Holding LTD)
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate Delegate:
(i) against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct);
(E) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; and
(F) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents. provided that, otherwise than in relation to Clauses 14.4(a)(i)(A), 14.4(a)(i)(C), 14.4(a)(i)(D) and 14.4(a)(i)(E), such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses:
(i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Security Agent; or
(ii) result from a claim brought by the Borrower or any other Obligor against the Security Agent for breach in bad faith of Security Agent’s obligations hereunder or under any other Finance Document, if the Borrower or such Xxxxxxx has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.
(b) The Borrower, upon demand by the Security Agent, at any time, shall indemnify the Security Agent for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the foregoing, except if the same is excluded from indemnification pursuant to the provisions of the preceding paragraph.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 14.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any fee, cost, loss claim, loss, tax or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Parent to comply with its obligations under Clause 16 23 (Costs and Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 24.1 will not be prejudiced by any release or disposal under Clause 15 (Distressed Disposals) taking into account the operation of that Clause 15.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 24.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Indemnity to the Security Agent. (a) Each Borrower Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Creditor Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Appears in 1 contract
Samples: Facility Agreement (Grindrod Shipping Holdings Pte. Ltd.)
Indemnity to the Security Agent. (a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Company to comply with its obligations under Clause 16 clause 14 (Costs and Expensesexpenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s's, Receiver’s 's or Delegate’s 's gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 clause 15.1 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Intercreditor Agreement
Indemnity to the Security Agent. (a) Each The Borrower shall, on demand, shall promptly indemnify the Security Agent and every Receiver and Delegate Delegate:
(i) against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them:
(i) in relation to or them as a result of:
(A) any failure by a the Borrower to comply with its obligations under Clause 16 (Costs 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, protection or enforcement of the Finance Documents and the Transaction Security;
(D) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(E) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(G) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents,
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Charged Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct);
(E) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; and
(F) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents. provided that, otherwise than in relation to Clauses 14.4(a)(i)(A), 14.4(a)(i)(C), 14.4(a)(i)(D) and 14.4(a)(i)(E), such indemnity shall not be available to the extent that such losses, claims, damages, liabilities or related expenses:
(i) are determined by a court of competent jurisdiction by final and non-appealable judgment to have resulted from the gross negligence or wilful misconduct of the Security Agent; or
(ii) result from a claim brought by the Borrower or any other Obligor against the Security Agent for breach in bad faith of Security Agent’s obligations hereunder or under any other Finance Document, if the Borrower or such Xxxxxxx has obtained a final and non-appealable judgment in its favour on such claim as determined by a court of competent jurisdiction.
(b) The Security Agent and every Receiver and Delegate mayBorrower, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to upon demand by the Security Agent) and , at any time, shall have a lien on indemnify the Transaction Security and the proceeds Agent for any such reasonable legal or other expenses incurred in connection with investigating or defending against any of the enforcement foregoing, except if the same is excluded from indemnification pursuant to the provisions of the Transaction Security for all monies payable to itpreceding paragraph.
Appears in 1 contract
Indemnity to the Security Agent.
(a) Each Borrower shall, on demand, Debtor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or together with any other category of liability whatsoeverapplicable VAT) incurred by any of them:
(i) in relation to or them as a result of:
(Ai) any failure by a Borrower the Parent to comply with its obligations under Clause 16 20 (Costs and And Expenses);
(Bii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(Ciii) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(Div) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and Agent, each Receiver and each Delegate by the Finance Debt Documents or by law;
(Ev) any default by any Transaction Obligor Debtor in the performance of any of the obligations expressed to be assumed by it in the Finance Debt Documents;
(F) any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(Gvi) instructing lawyers, accountants, tax advisers, surveyors surveyors, a Financial Adviser or other professional advisers or experts as permitted under the Finance Documents,this Agreement; or
(iivii) acting as Security Agent, Receiver or Delegate under the Finance Debt Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) Each Debtor expressly acknowledges and agrees that the continuation of its indemnity obligations under this Clause 21.1 will not be prejudiced by any release or disposal under Clause 12 (Distressed Disposals And Appropriation) taking into account the operation of that Clause 12.
(c) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Security Assets Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.5 (Indemnity to the Security Agent) 21.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies moneys payable to it.
Appears in 1 contract
Samples: Intercreditor Agreement
