Transaction indemnity. 8.1 The Company will, within five Business Days of written demand containing reasonably detailed information supporting such demand, indemnify each Indemnified Person (as defined below) against any direct cost, expense, loss or liability (including, without limitation, legal fees of one firm of counsel in each applicable jurisdiction for all Indemnified Persons (and, in the case of an actual or perceived conflict of interest where the Indemnified Person affected by such conflict informs you of such conflict and thereafter retains its own counsel, of one additional firm of counsel in each applicable jurisdiction for all such similarly affected Indemnified Persons)) incurred by or awarded against that Indemnified Person, in each case arising out of or in connection with any action, claim, investigation or proceeding commenced or threatened (including, without limitation, any action, claim, investigation or proceeding to preserve or enforce rights) in relation to:
(a) the use of the proceeds of the Facilities;
(b) the Finance Documents;
(c) the arranging of or providing the Facilities; and/or
(d) the Acquisition.
8.2 The Company will not be liable under Clause 8.1 above for any cost, expense, loss or liability (including, without limitation, legal fees) incurred by or awarded against an Indemnified Person to the extent that cost, expense, loss or liability resulted from:
(a) any breach by that Indemnified Person of any material provision of any Finance Document or any confidentiality undertaking given by that Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision);
(b) the fraud, gross negligence or wilful misconduct of that Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision); or
(c) any disputes solely among the Indemnified Persons (or related to any such dispute) (other than in each case any such dispute in connection with their role as Underwriter, Bookrunner and/or Mandated Lead Arranger), and not arising out of any act or omission by the Company. In addition, the Company will not be responsible or liable to any person for indirect or consequential losses or damages.
8.3 If any event occurs in relation to which indemnification will be sought from the Company, the relevant Indemnified Person shall (if it is permitted by law and regulation to do so) notify the Company in writing within 10 Business Days after the relevant Indemnified Person becom...
Transaction indemnity. (i) The Borrower and each Borrowing Subsidiary shall indemnify and hold each Lender and its respective directors, officers, agents and affiliates (the "INDEMNIFIED PARTIES") harmless from and against any and all claims, damages, liabilities, taxes, costs and expenses (including reasonable legal fees, travel and other expenses and disbursements) which may be incurred by or asserted against the Indemnified Parties in connection with or arising out of any investigation, litigation or proceeding relating to this Agreement (except for any arising out of any Indemnified Party's gross negligence or willful default) whether or not the Indemnified Parties are parties thereto, and will pay all costs and expenses of the Indemnified Parties (including all reasonable legal and proper fees, expenses and disbursements) incurred or sustained by the Indemnified Parties in connection with the same whether or not the Loan is utilized.
(ii) Any party that proposes to assert the right to be indemnified under this Section will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against the Borrower under this Section notify the Borrower of the commencement of such action, suit or proceeding, enclosing a copy of all papers served, but the omission so to notify the Borrower of any such action, suit or proceeding shall not relieve the Borrower from any liability that it may have to any Indemnified Party unless the Borrower is effectively precluded from exercising any of its material rights to contest such claim as a result of such omission to notify.
(iii) In case any such action, suit or proceeding shall be brought against any Indemnified Party and notification has been made to the Borrower of the commencement thereof, the Borrower shall be entitled to participate in such action, suit or proceeding.
Transaction indemnity. (a) The Company shall (or shall procure that any member of the Group will) within five Business Days of demand indemnify the Lender, each Affiliate of the Lender and each officer or employee of the Lender or its Affiliate (each an "Indemnified Person"), against any cost, loss or liability incurred by the Lender or its Affiliate (or officer or employee of the Lender or Affiliate) in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by fraud, the gross negligence or wilful misconduct of the Lender or its Affiliate (or employee or officer of the Lender or Affiliate) or results from the Lender or its Affiliate (or employee of officer of the Lender or Affiliate) breaching a material obligation under any Finance Documents. Any Affiliate or any officer or employee of the Lender or its Affiliate may rely on this paragraph (a) subject to clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.
(b) Any Indemnified Person may rely on this 14.3 subject to subject to clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.
Transaction indemnity. The Company shall within five (5) Business Days of demand indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate, against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate).
Transaction indemnity. (a) The Company undertakes to pay each Finance Party within 5 Business Days of demand an amount equal to any liability, damages, loss, cost or expense (including, without limitation, legal fees, costs and expenses) incurred by or awarded against that Finance Party or any of its Affiliates or any of its (or its Affiliates’) directors, officers, employees or agents (each a “Relevant Party”) in each case arising out of, in connection with or based on any actual or potential action, claim, suit, investigation or proceeding commenced or threatened arising from, in connection with or based on:
(i) the Merger (whether or not completed); or
(ii) the use of proceeds of any Loan (but only to the extent the proceeds of that Loan are applied towards a Merger Purpose), except to the extent such liability, damages, loss, cost or expense incurred or awarded or which results from any breach by a Finance Party of a Finance Document which is finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party.
(b) No Finance Party shall have any duty or obligation, whether as fiduciary for any Relevant Party or otherwise, to recover any payment made or required to be made under paragraph (a).
(c) The Company agrees that no Relevant Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company or any of its Affiliates for or in connection with anything referred to in paragraph (a) above except for any such liability, damages, loss, cost or expense incurred by the Company that results directly from any breach by that Relevant Party of any Finance Document which is in each case finally judicially determined to have resulted directly from the gross negligence or wilful misconduct of that Relevant Party.
(d) Notwithstanding paragraph (d) above, no Relevant Party shall be responsible or have any liability to the Company or any of its Affiliates or anyone else for consequential losses or damages.
Transaction indemnity. (a) Borrower agrees to reimburse, defend, indemnify and hold Lender, its officers, agents, loan servicers and employees harmless from and against any and all liabilities, claims, damages, penalties, expenditures, losses or charges (including, but not limited to, all reasonable legal fees and court costs), which may now or in the future be suffered, paid or otherwise actually incurred as a result of or arising out of any fraudulent or tortious conduct of Borrower in connection with this Agreement, including the intentional misrepresentation of financial data presented by or on behalf of Borrower to Lender.
(b) Old Guarantor agrees to reimburse, defend, indemnify and hold Lender, its officers, agents, loan servicers and employees harmless from and against any and all liabilities, claims, damages, penalties, expenditures, losses or charges (including, but not limited to, all reasonable legal fees and court costs), which may now or in the future be suffered, paid or otherwise actually incurred as a result of or arising out of any fraudulent or tortious conduct of Old Guarantor in connection with this Agreement, including the intentional misrepresentation of financial data presented by or on behalf of Old Guarantor to Lender.
(c) New Guarantor agrees to reimburse, defend, indemnify and hold Lender, its officers, agents, loan servicers and employees harmless from and against any and all liabilities, claims, damages, penalties, expenditures, losses or charges (including, but not limited to, all reasonable legal fees and court costs), which may now or in the future be suffered, paid or otherwise actually incurred as a result of or arising out of any fraudulent or tortious conduct of New Guarantor in connection with this Agreement, including the intentional misrepresentation of financial data presented by or on behalf of New Guarantor to Lender.
Transaction indemnity. 22.4.1 The Borrower agrees to indemnify and hold the Arrangers, the Banks and the Agent and their respective directors, officers and agents (the "INDEMNIFIED PARTIES") harmless from and against any and all claims, damages, liabilities, taxes, costs and expenses (including reasonable and proper legal fees, travel and other expenses and disbursements) which may be incurred by or asserted against the Indemnified Parties in connection with or arising out of any investigation, litigation or proceeding relating to this Agreement or the financing of the Merger (except for any arising out of such Indemnified Party's gross negligence or wilful default) whether or not the Indemnified Parties are parties thereto, and will pay all costs and expenses of the Indemnified Parties (including all reasonable legal and proper fees, expenses and disbursements) incurred or sustained by the Indemnified Parties in connection with the same whether or not the Facilities are utilised or the Merger is completed.
22.4.2 Any party that proposes to assert the right to be indemnified under this Clause 22.4 will, promptly after receipt of notice of commencement of any action, suit or proceeding
Transaction indemnity. The Parties agree that this transaction has been carefully structured to qualify as a "tax-free" reorganization pursuant to Code Section 368, and the Parties have had the opportunity to consult with their own tax advisors in that regard. To avoid additional delay in addressing compelling business issues, the parties have agreed to proceed to Closing without the additional assurance of obtaining a private letter ruling from the Internal Revenue Service confirming the tax treatment of the transaction. Accordingly, Parent and Sub, jointly and severally, shall indemnify and hold harmless Target Stockholders from any and all damages, taxes, and other amounts payable by Target Stockholders, including, professional fees and costs of attorneys, paralegals, accountants and expert witnesses, if, for any reason, this transaction should not qualify under Code Section 368 or if such qualification shall be challenged.
Transaction indemnity. (a) The Company shall, within three Business Days of demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or its Affiliate (each an "Indemnified Person"), against any cost, loss or liability incurred by that Finance Party or its Affiliate (or officer or employee of that Finance Party or Affiliate) in connection with or arising out of the funding of the Acquisition, unless such loss or liability is caused by fraud, the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate).
(b) If any event occurs in respect of which indemnification may be sought from the Company, the relevant Indemnified Person shall only be indemnified if (where legally permissible to do so and without being under any obligation if compliance would prejudice legal privilege or obligations of confidentiality applicable to the relevant Indemnified Person or to the extent that it is not lawfully permitted to do so) it notifies the Company in writing as soon as reasonably practicable after the relevant Indemnified Person becomes aware of such event, provided that a failure to notify the Company shall not relieve the Company from any liability that it might have under this Clause 14.4.
(c) Any Indemnified Person may rely on this Clause 14.4 subject to Clause 1.6 (Third party rights) and any provision of the Third Parties Acts.
Transaction indemnity. (a) The Parent shall (or shall procure that an Obligor will), within 5 Business Days of demand, indemnify defend and hold harmless each Finance Party, each Affiliate of a Finance Party and each officer, director, representative, agent or employee of a Finance Party or its Affiliate, against any cost, loss expense (including reasonable attorneys’ and agents’ fees and expenses), claim, obligation, damage or liability of whatever kind or nature incurred by that Finance Party or its Affiliate (or officer, director, representative, agent or employee of that Finance Party or Affiliate) directly or indirectly in connection with or arising out of the transactions contemplated in this Agreement and the other Finance Documents (including without limitation the use of the proceeds of the Facility and including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry), unless such loss or liability is caused by the gross negligence or wilful misconduct of that Finance Party or its Affiliate (or employee, director, representative, agent or officer of that Finance Party or Affiliate) in each case as determined by a final non-appealable judgment issued by a court of competent jurisdiction. Any Affiliate or any officer, director, representative, agent or employee of a Finance Party or its Affiliate may rely on this Clause 13.5 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act. For the avoidance of doubt, this Clause 13.5 (Transaction indemnity) shall not apply with respect to Taxes other than Taxes that represent losses, claims, damages, etc. arising from a non-Tax claim.
