Issuer’s Indemnity. The Republic agrees that it will indemnify and hold harmless each of the Underwriters and each of their affiliates, and individually each of their respective directors, officers, employees and controlling persons from and against any and all losses, liabilities, costs, claims, actions, demands, damages, expenses (including reasonable attorneys’ fees and expenses) which any of them may incur or which may be made against any of them, insofar as such losses, liabilities, costs, claims, actions, demands, damages or expenses are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement as originally filed or in any amendment thereof, in the Disclosure Package, in the Final Prospectus, or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, and agrees to reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Republic will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any such untrue statement or alleged untrue statement or omission or alleged omission made therein in reliance upon and in conformity with written information furnished to the Republic by or on behalf of the Underwriters specifically for inclusion therein as set forth in the letter attached hereto in Exhibit C; and provided further, that the Republic has complied with its obligations to deliver the Final Prospectus (or any amendment thereof or supplement thereto) under Section 7(b) hereof. This indemnity agreement will be in addition to any liability which the Republic may otherwise have.
Issuer’s Indemnity. Subject to the Payments Priorities, as applicable, the Issuer shall indemnify the Account Bank, the Trustee and/or the Administrator, as the case may be, and their respective directors and employees against any loss, cost, damage, charge or expense incurred by the Account Bank, the Trustee and/or the Administrator, as the case may be, or their respective directors and employees in complying with any instruction delivered pursuant to and in accordance with this Agreement or otherwise in carrying out its obligations under this Agreement, save that this indemnity shall not extend to:
(a) the charges of the Account Bank (if any) for the operation of any Account other than as provided in this Agreement; and
(b) any wilful misconduct, wilful default, fraud or negligence of the Account Bank, the Trustee or the Administrator, as the case may be, or that of their respective officers, agents and/or employees. The indemnity under this Clause shall survive the expiry or termination of this Agreement or the appointment of the Account Bank.
Issuer’s Indemnity. Subject to the priority of payments set out in the Issuer Cash Management Agreement or the Issuer Deed of Charge, as the case may be, the Issuer shall indemnify the Issuer Account Bank or, pursuant to Clause 7.3 (Consequences of an Intercompany Loan Acceleration Notice or a Note Acceleration Notice), the Issuer Security Trustee, as the case may be, to the extent of funds then standing to the credit of the relevant Issuer Account against any loss, cost, damage, charge or expense incurred by the Issuer Account Bank or the Issuer Security Trustee, as the case may be, in complying with any instruction delivered pursuant to and in accordance with this Agreement, save that this indemnity shall not extend to:
(a) the charges of the Issuer Account Bank (if any) for the operation of the Issuer Accounts other than as provided in this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any breach by the Issuer Account Bank of its obligations under this Agreement.
Issuer’s Indemnity. Subject to the priority of payments set out in the Issuer Cash Management Agreement or the Issuer Deed of Charge, as the case may be, the Issuer shall indemnify the Issuer Account Bank or, pursuant to Clause 7.3, the Issuer Security Trustee, as the case may be, to the extent of funds then standing to the credit of the relevant Issuer Account against any loss, cost, damage, charge or expense incurred by the Issuer Account Bank or the Issuer Security Trustee, as the case may be, in complying with any instruction delivered pursuant to and in accordance with this Agreement, save that this indemnity shall not extend to:
(a) the charges of the Issuer Account Bank (if any) for the operation of the Issuer Accounts other than as provided in this Agreement; and
(b) any loss, cost, damage, charge or expense arising from any breach by the Issuer Account Bank of its obligations under this Agreement.
Issuer’s Indemnity. The Issuer shall fully and continually indemnify the Servicer from and against any loss, damage, cost, charge, award, claim, demand, expense, judgment, action, proceeding or other liability, including legal costs and expenses properly incurred (including, in each case, Irrecoverable VAT in respect thereof but excluding any other Tax) which the Servicer sustains or incurs or which may be brought or established against the Servicer by any person including any Relevant Regulator and which in any case arise out of or in relation to or by reason of the Servicer providing the Services (including, for the avoidance of doubt, applying any applicable tariff of charges to any Borrower and/or Loan and the taking of any step in connection with any arrears/possession) other than any losses, liabilities, claims, expenses or damages (including, in each case and without limitation, any amounts in respect of Irrecoverable VAT in relation thereto) incurred or sustained by the Servicer as a result of its fraud, wilful default or Gross Negligence (or that of its officers, directors or employees) in the performance of its obligations under this Agreement by the Servicer. The indemnity pursuant to this Clause 5.4 shall not include any claim for any increased costs and expenses, loss of profit, business, contracts, revenues or anticipated savings or for any special indirect or consequential damage of any nature whatsoever.
Issuer’s Indemnity. The Banks shall, promptly on the Issuer's request, reimburse the Issuer in their respective Proportionate Shares, for, and keep the Issuer fully indemnified in respect of:-
9.24.1 all amounts payable by the Borrower to the Issuer pursuant to Clause 2.12 to the extent that those amounts are not paid by the Borrower;
9.24.2 all liabilities, damages, costs and claims sustained or incurred by the Issuer in connection with any LC, or the performance of its duties and obligations, or the exercise of its rights, powers, discretions or remedies under or pursuant to any LC; or in connection with any action taken or omitted by the Issuer under or pursuant to any LC, unless in any case those liabilities, damages, costs or claims arise solely from the Issuer's wilful misconduct or gross negligence.
Issuer’s Indemnity. The Issuer shall, upon presentation of duly documented evidence, indemnify each Agent against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, properly incurred costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that it or any of its directors, officers, employees, agents or controlling persons may incur or that may be made against it arising out of or in relation to its appointment as the agent of the Issuer, except such as results from a breach by it of this Agreement (save where such breach is not within the relevant Agent’s control) or its own negligence, bad faith or wilful default or that of its directors, officers, employees, agents or controlling persons.
Issuer’s Indemnity. Each Issuer severally agrees to indemnify the Licensee against any demand, claim, cause of action, verdict, judgment, damage, loss, expense or cost arising directly or indirectly from:
(a) any breach by the Issuer of this agreement;
(b) any fraud, negligence or misconduct by the Issuer or its Representatives (excluding the remaining Issuers);
(c) any breach by the Issuer of its AFSL; or
(d) any breach or failure to comply with any requirements of the law, by the Issuer or its Representatives (excluding the remaining Issuers), except to the extent that it is contributed to by any breach, fraud, negligence, misconduct or other failure of the Licensee or its Representatives.
Issuer’s Indemnity. The Issuer shall fully and continually indemnify the Servicer from and against any losses, Liabilities, claims, expenses (including, without limitation, any amounts in respect of Irrecoverable VAT in relation thereto) or damages which the Servicer sustains or incurs or which may be brought or established against the Servicer by any person including any Relevant Regulator and which in any case arise out of or in relation to or by reason of the Servicer providing the Services (including, for the avoidance of doubt, applying any applicable tariff of charges to any Borrower and/or Loan and the taking of any step in connection with any arrears/possession) except where the relevant losses, Liabilities, claims, expenses or damages arise by reason of the Servicer's fraud, wilful default or Gross Negligence (or that of its officers, directors or employees) in the performance of its obligations under this Agreement by the Servicer. The indemnity pursuant to this Clause 5.4 shall not include any claim for any increased costs and expenses, loss of profit, business, contracts, revenues or anticipated savings or for any special indirect or consequential damage of any nature whatsoever.
Issuer’s Indemnity. Subject to clause 11.7, the Issuer indemnifies and holds harmless the Agent on demand against any losses, liabilities, costs, expenses, claims, actions or demands which the Agent may incur directly or indirectly or which may be made against the Agent in connection with its appointment or the exercise of the powers, discretions and authorities and performance of the duties of the Agent under this deed (including those losses, liabilities, costs, expenses, claims, actions or demands arising because of any payment or failure to make any payment contemplated by this agreement or because of reliance in good faith on telephone or facsimile instructions originating or purporting to originate from the offices of the Issuer or to be given by an Officer of the Issuer) except to the extent that any losses, liabilities, costs, expenses, claims, actions or demands result from the Agent’s own negligence, fraud or wilful default under this deed or from the negligence, fraud or wilful default of the Agent’s officers, employees or agents.
