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:
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:
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:
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:-
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:
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. Without prejudice to Clause 19.2(a) above and any other rights or remedies available pursuant to the Finance Documents and Italian law, the Borrower undertakes, from the Issuer Assignment Date, to indemnify on demand the Issuer (and its directors, officers and employees) (each an Indemnified Person) against all reasonable and documented damages, liabilities, costs and expenses (including, without limitation, taxes, SACE Breakage Fee, EIB Cancellation Amount, Prepayment Additional Amounts, legal fees and any fees and/or expenses associated with the winding-up, liquidation or dissolution of the Issuer or the maintenance of the corporate existence of the Issuer for a period of 2 years following the redemption of the Notes) incurred by such Indemnified Person in connection with the Securitisation Documents and/or any actions, claims, enquiries or proceedings of any type instigated against such Indemnified Person in respect of any of the Finance Documents and/or the Securitisation Documents or any of the transactions contemplated thereby (including any prepayments on the Loans) other than, in each case, as a result of the Indemnified Person's gross negligence (colpa grave) and/or wilful default (dolo) and only to the extent the Issuer is not already indemnified pursuant to Clauses 19.1 and 19.2 above and the Transfer Agreements.
Issuer’s Indemnity. Issuer hereby agrees to indemnify and hold harmless Buyer, against and in respect to any losses, damages, claims and expenses (including, without limitation, reasonable attorneys' fees) resulting from any misrepresentation, breach of warranty or nonfulfillment of any covenant or agreement on the part of Issuer under this Agreement or from any misrepresentation in or omission from any Schedule, certificate or other document or instrument furnished by the Issuer pursuant to this Agreement. The obligations of the Issuer under this Section 8.3 shall survive redemption, repurchase, transfer or exchange of the Shares.
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.
