Common use of Reimbursement and indemnity by Banks Clause in Contracts

Reimbursement and indemnity by Banks. Each Bank shall reimburse each Agent (rateably in accordance with (a) at any time prior to the first Drawdown Date, such Bank’s Commitments and (b) at any time thereafter, such Bank’s Share or Contributions), to the extent that that Agent is not reimbursed by the Security Parties, for the costs, charges and expenses incurred by that Agent in connection with the negotiation, preparation and execution of this Agreement and the Facility Documents and/or in contemplation of, or otherwise in connection with, the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, or in carrying out its duties under, this Agreement and/or any of the Facility Documents including (in each case) the fees and expenses of legal or other professional advisers. Each Bank shall on demand indemnify each Agent (rateably in accordance with its Share or Contributions) against all liabilities, damages, costs and claims whatsoever incurred by each Agent in connection with this Agreement and the Facility Documents or the performance of their respective duties under this Agreement and the Facility Documents or any action taken or omitted by either Agent under this Agreement and/or any of the Facility Documents, unless such liabilities, damages, costs or claims arise from the applicable Agent’s own negligence or wilful misconduct.

Appears in 2 contracts

Samples: Loan Agreement, Agreement (QGOG Constellation S.A.)

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Reimbursement and indemnity by Banks. Each Bank shall reimburse each the Arranger and the Agent (rateably in accordance with (a) at any time prior to the first Drawdown Date, such Bank’s Commitments and (b) at any time thereafter, such Bank’s Share 's Commitment or ContributionsContribution), to the extent that that the Arranger or the Agent is not reimbursed by the Security PartiesObligors, for the costs, charges and expenses incurred by that the Arranger and the Agent in connection with the negotiation, preparation and execution of this Agreement and the Facility Security Documents and/or in contemplation of, or otherwise in connection with, the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, or in carrying out its duties under, this Agreement and/or any of the Facility Security Documents including (in each case) the fees and expenses of legal or other professional advisers. Each Bank shall on demand indemnify each the Agent (rateably in accordance with its Share Commitment or ContributionsContribution) against all liabilities, damages, costs and claims whatsoever incurred by each the Agent in connection with this Agreement and the Facility Security Documents or the performance of their respective its duties under this Agreement and the Facility 119 Security Documents or any action taken or omitted by either the Agent under this Agreement and/or any of the Facility Security Documents, unless such liabilities, damages, costs or claims arise from the applicable Agent’s 's own gross negligence or wilful misconduct.

Appears in 2 contracts

Samples: Supplemental Agreement (United Pan Europe Communications Nv), Supplemental Agreement (United Pan Europe Communications Nv)

Reimbursement and indemnity by Banks. Each Bank shall reimburse each the Joint Arrangers, the Overdraft Bank and the Agent (rateably in accordance with (a) at any time prior to the first Drawdown Date, such Bank’s Commitments and (b) at any time thereafter, such Bank’s Share 's Commitment or ContributionsContribution), to the extent that that the Joint Arrangers or the Agent is not reimbursed by the Security PartiesObligors, for the costs, charges and expenses incurred by that the Arranger, the Overdraft Bank and the Agent in connection with the negotiation, preparation and execution of this Agreement and the Facility Security Documents and/or in contemplation of, ; or otherwise in connection with, the enforcement or attempted enforcement of, ; or the preservation or attempted preservation of any rights under, or in carrying out its duties under, this Agreement and/or any of the Facility Security Documents including (in each case) the fees and expenses of legal or other professional advisers. Each Bank shall on demand indemnify each the Agent (rateably in accordance with its Share Commitment or ContributionsContribution) against all liabilities, damages, costs and claims whatsoever incurred by each the Agent in connection with this Agreement and the Facility Security Documents or the performance of their respective its duties under this Agreement and the Facility Security Documents or any action taken or omitted by either the Agent under this Agreement and/or any of the Facility Security Documents, unless such liabilities, damages, costs or claims arise from the applicable Agent’s 's own gross negligence or wilful misconduct.

Appears in 1 contract

Samples: Agreement (United International Holdings Inc)

Reimbursement and indemnity by Banks. Each Bank shall reimburse each the Arranger and the Agent (rateably in accordance with (a) at any time prior to the first Drawdown Date, such Bank’s Commitments and (b) at any time thereafter, such Bank’s Share or Contributionsits Commitment), to the extent that that the Arranger or the Agent is not reimbursed by the Security PartiesBorrower, for the costs, charges and expenses incurred by that the Arranger and the Agent in connection with the negotiation, preparation and execution distribution of the Information Memoranda and advertising in connection with this Agreement as agreed between the Borrower and the Facility Documents Arranger and/or in contemplation of, or otherwise in connection with, the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, or in carrying out its duties under, this Agreement and/or under any of the Facility Finance Documents including (in each case) the fees and expenses of legal or other professional advisers. Each Bank shall on demand indemnify each the Agent (rateably in accordance with its Share or ContributionsCommitment) against all liabilities, damages, costs and claims whatsoever incurred by each the Agent in connection with this Agreement and any of the Facility Finance Documents or the performance of their respective its duties under this Agreement and the Facility Finance Documents or any action taken or omitted by either the Agent under this Agreement and/or any of the Facility Finance Documents, unless such liabilities, damages, costs or claims arise from the applicable Agent’s 's own gross negligence or wilful misconduct. The Borrower shall counter-indemnify the Banks against all payments by them under this clause 16.12.

Appears in 1 contract

Samples: Agreement (Premier Foods PLC)

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Reimbursement and indemnity by Banks. Each Bank shall reimburse each the Security Trustee, the Arrangers and the Agent (rateably in accordance with (a) at any time prior to the first Drawdown Date, such Bank’s Commitments and (b) at any time thereafter, such Bank’s Share 's Commitment or ContributionsContribution), to the extent that that the Security Trustee, the Arrangers or the Agent is are not reimbursed by the Security PartiesObligors, for the costs, charges and expenses incurred by that Agent in connection with the negotiationSecurity Trustee, preparation and execution of this Agreement the Arrangers and the Facility Documents and/or in Agent contemplation of, or otherwise in connection with, the enforcement or attempted enforcement of, or the preservation or attempted preservation of any rights under, or in carrying out its duties under, this Agreement and/or any of the Facility Finance Documents including (in each case) the fees and expenses of legal or other professional advisers. Each Bank shall on demand indemnify each the Agent and the Security Trustee (rateably in accordance with its Share Commitment or ContributionsContribution) against all liabilities, damages, costs and claims whatsoever incurred by each the Agent or the Security Trustee (as the case may be) in connection with this Agreement and the Facility Finance Documents or the performance of their respective its duties under this Agreement and the Facility Finance Documents or any action taken or omitted by either the Agent or the Security Trustee (as the case may be) under this Agreement and/or any of the Facility Finance Documents, unless such liabilities, damages, costs or claims arise from the applicable Agent’s 's or the Security Trustee's (as the case may be) own gross negligence or wilful misconduct.

Appears in 1 contract

Samples: Supplemental Agreement (Global Telesystems Inc)

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