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:
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:
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.
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).
Transaction indemnity. (a) Subject to paragraph (b) below, the Company shall promptly indemnify each Finance Party, each Affiliate of a Finance Party and each director, officer, employee and (where appointed by the relevant Finance Party for the purposes of the transactions contemplated by the Finance Documents) agents of a Finance Party or its Affiliate (each an "Indemnified Person") against any cost, expense, loss or liability incurred by that Indemnified Person in connection with or arising out of the MGO Transaction or the funding of the MGO Transaction (whether or not completed) or the use of the Facility (including those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the MGO Transaction), except to the extent that such loss or liability is caused by the gross negligence, wilful breach of the terms of the Finance Documents or any confidentiality undertaking given by that Indemnified Person for the benefit of the Company or the wilful misconduct of that Indemnified Person or to the extent arising from any dispute solely among Indemnified Persons other than claims against any Finance Party in its capacity or in fulfilling its role as Facility Agent or Security Agent or Mandated Lead Arranger or any similar role under the Facility and other than any claims arising out of any act or omission on the part of the Company or its Affiliates provided that the Indemnified Persons together shall instruct only one legal counsel in any one jurisdiction at any one time (unless it is reasonably determined they have a conflict as between themselves).
Transaction indemnity. (a) The Company shall (or shall procure that any member of the Group will) within 10 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 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 that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate) or results from such Finance Party or its Affiliate (or employee of officer of that Finance Party or Affiliate) breaching a term of any Finance Documents, any confidential undertaking or any other material contractually binding obligations. Any Affiliate or any officer or employee of a Finance Party 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.
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 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.
Transaction indemnity. 22.3.1 The Borrower agrees to indemnify and hold the Bank and its 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 any Indemnified Party in connection with or arising out of any investigation, litigation or proceedings relating to this Agreement or the financing of the acquisition of the Target Shares and/or the Target Assets (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 and proper legal 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 acquisition of the Target Shares and/or the Target Assets is completed.
