Common use of Shareholders’ Indemnification Obligations Clause in Contracts

Shareholders’ Indemnification Obligations. The Shareholders shall be liable for and shall reimburse and indemnify the Securities Agent and hold the Securities Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Agreement or being Securities Agent hereunder (including but not limited to Losses incurred by the Securities Agent in connection with its successful defense, in whole or in part, of any claim of willful misconduct or negligence on its part); provided, however, that the Securities Agent shall not be indemnified for Losses caused by its own willful misconduct or negligence. (a) No provision of this Agreement, the Securities Agency Agreement or any other the Transaction Document shall require the Securities Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the other Transaction Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) The Securities Agent shall have no liability (whether sounding in tort, contract or otherwise) for Losses in connection with, arising out of, or in any way related to, performance by the Securities Agent under this Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of the competent jurisdiction that is binding on the Securities Agent that such Losses were the result of acts or omissions on the part of the Securities Agent constituting willful misconduct or negligence. (c) The Securities Agent shall be reimbursed and indemnified by the Shareholders (whether by way of payment in advance or otherwise) against all Losses and other costs, claims, expenses (including legal fees) and liabilities, including any transfer, stamp, documentary or similar taxes in connection with any Share Transfer, that the Securities Agent will or may expend or incur in carrying out any instructions from the Trustee to act hereunder given in accordance with the Securities Agency Agreement, or in taking any legal action or commencing any legal proceedings or other steps to enforce or realize upon any rights or remedies of the Trustee under the Securities Agency Agreement.

Shareholders’ Indemnification Obligations. The Shareholders shall be liable for and shall reimburse and indemnify the Securities Agent and hold the Securities Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Agreement or being Securities Agent hereunder (including including, but not limited to to, Losses incurred by the Securities Agent in connection with its successful defense, in whole or in part, of any claim of willful misconduct or negligence on its part); provided, however, that the Securities Agent shall not be indemnified for Losses caused by its own willful misconduct or negligence. (a) No provision of this Agreement, the Securities Agency Agreement or any other the Transaction Document shall require the Securities Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the other Transaction Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) The Securities Agent shall have no liability (whether sounding in tort, contract or otherwise) for Losses in connection with, arising out of, or in any way related to, performance by the Securities Agent under this Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of the competent jurisdiction that is binding on the Securities Agent that such Losses were the result of acts or omissions on the part of the Securities Agent constituting willful misconduct or negligence. (c) The Securities Agent shall be reimbursed and indemnified by the Shareholders (whether by way of payment in advance or otherwise) against all Losses and other costs, claims, expenses (including legal fees) and liabilities, including any transfer, stamp, documentary or similar taxes in connection with any Share Transfer, that the Securities Agent will or may expend or incur in carrying out any instructions from the Trustee Collateral Agent to act hereunder given in accordance with the Securities Agency Agreement, or in taking any legal action or commencing any legal proceedings or other steps to enforce or realize upon any rights or remedies of the either Trustee under the Securities Agency Agreement.

Shareholders’ Indemnification Obligations. The Shareholders shall be liable for and shall reimburse and indemnify the Securities Agent and hold the Securities Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Agreement or being Securities Agent hereunder (including including, but not limited to to, Losses incurred by the Securities Agent in connection with its successful defense, in whole or in part, of any claim of willful misconduct or negligence on its part); provided, however, that the Securities Agent shall not be indemnified for Losses caused by its own willful misconduct or negligence. (a) No provision of this Agreement, the Securities Agency Agreement or any other the Transaction Document shall require the Securities Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the other Transaction Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) The Securities Agent shall have no liability (whether sounding in tort, contract or otherwise) for Losses in connection with, arising out of, or in any way related to, performance by the Securities Agent under this Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of the competent jurisdiction that is binding on the Securities Agent that such Losses were the result of acts or omissions on the part of the Securities Agent constituting willful misconduct or negligence. (c) The Securities Agent shall be reimbursed and indemnified by the Shareholders (whether by way of payment in advance or otherwise) against all Losses and other costs, claims, expenses (including legal fees) and liabilities, including any transfer, stamp, documentary or similar taxes in connection with any Share Transfer, that the Securities Agent will or may expend or incur in carrying out any instructions from the Trustee Collateral Agent to act hereunder given in accordance with the Securities Agency Agreement, or in taking any legal action or commencing any legal proceedings or other steps to enforce or realize upon any rights or remedies of the either Trustee under the Securities Agency Agreement.. SECTION 6

Shareholders’ Indemnification Obligations. The Shareholders shall be liable for and shall reimburse and indemnify the Securities Agent and hold the Securities Agent harmless from and against any and all claims, losses, liabilities, costs, damages or expenses (including reasonable attorney’s fees and expenses) (collectively, “Losses”) arising from or in connection with or related to this Agreement or being Securities Agent hereunder (including but not limited to Losses incurred by the Securities Agent in connection with its successful defense, in whole or in part, of any claim of willful misconduct or negligence on its part); provided, however, that the Securities Agent shall not be indemnified for Losses caused by its own willful misconduct or negligence. (a) No provision of this Agreement, the Securities Agency Agreement or any other the Transaction Document shall require the Securities Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or under the other Transaction Documents or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (b) The Securities Agent shall have no liability (whether sounding in tort, contract or otherwise) for Losses in connection with, arising out of, or in any way related to, performance by the Securities Agent under this Agreement, or any act, omission or event occurring in connection therewith, unless it is determined by a final and nonappealable judgment of a court of the competent jurisdiction that is binding on the Securities Agent that such Losses were the result of acts or omissions on the part of the Securities Agent constituting willful misconduct or negligence. (c) The Securities Agent shall be reimbursed and indemnified by the Shareholders (whether by way of payment in advance or otherwise) against all Losses and other costs, claims, expenses (including legal fees) and liabilities, including any transfer, stamp, documentary or similar taxes in connection with any Share Transfer, that the Securities Agent will or may expend or incur in carrying out any instructions from the Trustee to act hereunder given in accordance with the Securities Agency Agreement, or in taking any legal action or commencing any legal proceedings or other steps to enforce or realize upon any rights or remedies of the Trustee under the Securities Agency Agreement.. SECTION 6