Common use of Issuer Indemnity Clause in Contracts

Issuer Indemnity. Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Swap Collateral Account Bank against all losses, liabilities, costs, claims, actions, damages, expenses (including any Irrecoverable VAT in respect thereof) or demands (together, Losses) (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (including any Irrecoverable VAT in respect thereof) (together, Expenses) paid or incurred in disputing or defending any Losses) which the Swap Collateral Account Bank may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers or duties under this Agreement except to the extent that any Losses or Expenses result from the Swap Collateral Account Bank’s own wilful default, gross negligence or fraud or that of its officers, directors or employees, save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration of the Swap Collateral Account Bank or any such fees, charges, commissions or other remuneration (if any) of the Swap Collateral Account Bank for the operation of the Swap Collateral Account or to Taxes on income or profits of the Swap Collateral Account Bank other than as provided in this Agreement. This Clause 7.2 shall survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, neither the Issuer nor Security Trustee (as applicable) shall be liable for any loss arising as a result of the wilful default, gross negligence or fraud of the Swap Collateral Account Bank.

Appears in 3 contracts

Samples: Account Agreement, Agreement, Agreement

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Issuer Indemnity. Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Swap Collateral Account Bank against all losses, liabilities, costs, claims, debts, fees, actions, damages, expenses (including any Irrecoverable VAT in respect thereof) or demands (together, Losses) (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (including any Irrecoverable VAT in respect thereof) (together, Expenses) paid or incurred in disputing or defending any Losses) which the Swap Collateral Account Bank may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers or duties under this Agreement except to the extent that any Losses or Expenses result from the Swap Collateral Account Bank’s own wilful default, gross negligence or fraud or that of its officers, directors or employees, save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration of the Swap Collateral Account Bank or any such fees, charges, commissions or other remuneration (if any) of the Swap Collateral Account Bank for the operation of the Swap Collateral Account or to Taxes on income or profits of the Swap Collateral Account Bank other than as provided in this Agreement. This Clause 7.2 6.2 shall survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, neither the Issuer nor Security Trustee (as applicable) shall be liable for any loss arising as a result of the wilful default, gross negligence or fraud of the Swap Collateral Account Bank.

Appears in 1 contract

Samples: Collateral Account Bank Agreement

Issuer Indemnity. Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Swap Collateral Account Bank against all losses, liabilities, costs, claims, actions, damages, expenses (including any Irrecoverable VAT in respect thereof) or demands (together, Losses) (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (including any Irrecoverable VAT in respect thereof) (together, Expenses) paid or incurred in disputing or defending any Losses) which the Swap Collateral Account Bank may properly incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers or duties under this Agreement except to the extent that any Losses or Expenses result from the Swap Collateral Account Bank’s own wilful default, gross negligence or fraud or that of its officers, directors or employees, save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration of the Swap Collateral Account Bank or any such fees, charges, commissions or other remuneration (if any) of the Swap Collateral Account Bank for the operation of the Swap Collateral Account Accounts or to Taxes on income or profits of the Swap Collateral Account Bank other than as provided in this Agreement. This Clause 7.2 shall survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, neither the Issuer nor Security Trustee (as applicable) shall be liable for any loss arising as a result of the wilful default, gross negligence or fraud of the Swap Collateral Account Bank.

Appears in 1 contract

Samples: Agreement

Issuer Indemnity. Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Swap Collateral Account Bank against all losses, liabilities, costs, claims, debts, fees, actions, damages, expenses (including any Irrecoverable VAT in respect thereof) or demands (together, Losses) (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (including any Irrecoverable VAT in respect thereof) (together, Expenses) paid or incurred in disputing or defending any Losses) which the Swap Collateral Account Bank may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers or duties under this Agreement except to the extent that any Losses or Expenses result from the Swap Collateral Account Bank’s own wilful default, gross negligence or fraud or that of its officers, directors or employees, save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration of the Swap Collateral Account Bank or any such fees, charges, commissions or other remuneration (if any) of the Swap Collateral Account Bank for the operation of the Swap Collateral Account Accounts or to Taxes on income or profits of the Swap Collateral Account Bank other than as provided in this Agreement. This Clause 7.2 6.2 shall survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, neither the Issuer nor Security Trustee (as applicable) shall be liable for any loss arising as a result of the wilful default, gross negligence or fraud of the Swap Collateral Account Bank.

Appears in 1 contract

Samples: Agreement

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Issuer Indemnity. Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Swap Collateral Account Bank against all losses, liabilities, costs, claims, actions, damages, expenses (including any Irrecoverable VAT in respect thereof) or demands (together, Losses) (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (including any Irrecoverable VAT in respect thereof) (together, Expenses) paid or incurred in disputing or defending any Losses) which the Swap Collateral Account Bank may incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers or duties under this Agreement except to the extent that any Losses or Expenses result from the Swap Collateral Account Bank’s own wilful default, gross negligence or fraud or that of its officers, directors or employees, save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration of the Swap Collateral Account Bank or any such fees, charges, commissions or other remuneration (if any) of the Swap Collateral Account Bank for the operation of the Swap Collateral Account or to Taxes on income or profits of the Swap Collateral Account Bank other than as provided in this Agreement. This Clause 7.2 shall survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, neither the Issuer nor Security Trustee (as applicable) shall be liable for any loss arising as a result of the wilful default, gross negligence or fraud of the Swap Collateral Account Bank.

Appears in 1 contract

Samples: Agreement

Issuer Indemnity. COPY Subject to the Priorities of Payments and the Deed of Charge, the Issuer shall indemnify the Swap Collateral Account Bank against all losses, liabilities, costs, claims, actions, damages, expenses (including any Irrecoverable VAT in respect thereof) or demands (together, Losses) (including, but not limited to, all properly incurred costs, legal fees, charges and expenses (including any Irrecoverable VAT in respect thereof) (together, Expenses) paid or incurred in disputing or defending any Losses) which the Swap Collateral Account Bank may properly incur or which may be made against it as a result of or in connection with its appointment or the exercise of its powers or duties under this Agreement except to the extent that any Losses or Expenses result from the Swap Collateral Account Bank’s own wilful default, gross negligence or fraud or that of its officers, directors or employees, save that this indemnity shall not extend to any Tax imposed on or calculated by reference to the fees, charges, commissions or other remuneration of the Swap Collateral Account Bank or any such fees, charges, commissions or other remuneration (if any) of the Swap Collateral Account Bank for the operation of the Swap Collateral Account Accounts or to Taxes on income or profits of the Swap Collateral Account Bank other than as provided in this Agreement. This Clause 7.2 shall survive the termination (whether by resignation or removal) or expiry of this Agreement. For the avoidance of doubt, neither the Issuer nor Security Trustee (as applicable) shall be liable for any loss arising as a result of the wilful default, gross negligence or fraud of the Swap Collateral Account Bank.

Appears in 1 contract

Samples: Collateral Account Bank Agreement

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