Issuer and Guarantor. B.1 Legal and commercial name The legal and commercial name of the Issuer is Vontobel Financial Products GmbH.
B.2 Domicile, legal form, applicable legislation and country of incorporation The domicile of the Issuer is Frankfurt am Main. Its business address is: Xxxxxxxxxxxx Xxxxxxxxxx 00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx Xxxxxxxx xx Xxxxxxx. The Issuer is a limited liability company (Gesellschaft mit beschränkter Haftung, "GmbH") incorporated under German law in the Federal Republic of Germany and is registered with the commercial register of the local court (Amtsgericht) at Frankfurt am Main under the register number HRB 58515.
Issuer and Guarantor. B.1 Legal and commercial name of the Issuer: X.X. Xxxxxx Structured Products B.V. ("JPMSP" or the "Issuer").
Issuer and Guarantor. B.1 Legal and commercial name The legal and commercial name of the Issuer is Vontobel Financial Products GmbH.
B.2 Domicile, legal form, applicable legislation and country of incorporation The domicile of the Issuer is Frankfurt am Main, Germany. Its business address is: Bockenheimer Landstraße 24, 60323 Frankfurt am Main, Germany. The Issuer is a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under German law in Germany and is registered with the commercial register of the local court (Amtsgericht) at Frankfurt am Main under the register number HRB 58515.
Issuer and Guarantor. Each of the Issuers and the Guarantor jointly and severally covenants and agrees that:
Issuer and Guarantor. The Issuer (failing whom, the Guarantor) undertakes to each of the Agents that if an Agent (and each of its respective officers, employees or agents) incurs any losses, liabilities, costs, expenses, claims, actions or demands (a “Loss”) as a result of or in connection with the appointment or the exercise of or performance of the powers, discretions, authorities and duties of such Agent under this Agreement except such as may result from its own negligence, bad faith or failure to comply with its obligations hereunder or that of its officers, employees or agents, the Issuer (failing whom, the Guarantor) shall pay to such Agent an amount equal to such Loss. No Agent shall have any duty or other obligation, whether as fiduciary or trustee or otherwise, to recover any such payment or to account to any other person for any amounts paid to it under this Clause. This indemnity shall survive the termination or expiry of this Agreement.
Issuer and Guarantor. The Issuer, failing whom the Guarantor, undertakes to indemnify and hold harmless, each of the Agents and their respective officers, employees or agents on demand by such Agent against any losses, liabilities, costs, expenses, claims, actions or demands which such Agent may incur or which may be made against such Agent, as a result of or in connection with the appointment or the exercise of or performance of the powers, discretions, authorities and duties of such Agent under this Agreement (including the Agents' obligations under Clause 21.4) except such as may result from its officers, employees or agents' negligence, fraud or wilful default. For the avoidance of doubt, the Issuer, failing whom the Guarantor, agrees to indemnify each Agent for any liability incurred as a result of there being insufficient cash to cover any withholding tax otherwise than by reason of such Agent’s own negligence, fraud or wilful default.
