Common use of Transaction indemnity Clause in Contracts

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 becomes aware of such event (provided that the failure to notify the Company shall not relieve the Company from any liability that the Company may have under this Clause 8.3 except to the extent that the Company has been prejudiced through the forfeiture of substantive rights or defences by such failure), consult with the Company fully in good faith and promptly with respect to the conduct of the relevant claim, action or proceeding, conduct such claim, action or proceeding properly and diligently (to the extent permitted by law and regulation without being under any obligation to disclose any information which it is not permitted to disclose under law and regulation) and not settle any claim, action or proceeding without the Company's prior written consent (such consent not to be unreasonably withheld or delayed) unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. 8.4 The Company agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of its Affiliates for or in connection with anything referred to in Clause 8.1 above other than any cost, loss, expense or liability incurred by the Company that results from any breach by that Indemnified Person of any Finance Document which has resulted directly from the deliberate breach, gross negligence or wilful misconduct of that Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision). 8.5 Notwithstanding Clause 8.1 above, no Indemnified Person shall be responsible or have any liability to the Company or its Affiliates or anyone else for indirect or consequential losses or damages. 8.6 The Indemnified Persons agree that they will not take any proceedings against any officers, employee or manager of the Company or any officer, employee or manager of any Affiliate(s) of the Company in respect of any claim they might have or in respect of any act or omission of any kind by that officer, employee or manager in relation to the Finance Documents or otherwise, in each case save in the event of fraud on the part of any such officer, employee or manager. 8.7 For the purposes of this Clause 7, "Indemnified Person" means us and any of our Affiliates and each of our (or our Affiliates') respective directors, officers, employees and agents. 8.8 You represent to us that: (a) you are acting for your own account and have made your own independent decisions to enter into the transaction contemplated in the Finance Documents (the "Transaction") and as to whether the Transaction is appropriate or proper for you based upon your own judgement and upon advice from such advisers as you have deemed necessary; (b) you are not relying on any communication (written or oral) from us as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from us shall be deemed to be an assurance or guarantee as to the expected results of the Transaction; (c) you are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and understand and accept, the terms, conditions and risks of the Transaction. You are also capable of assuming, and assume, the risks of the Transaction; and (d) we (in any of our capacities) are not acting as a fiduciary for you in connection with the Transaction. 8.9 The Contracts (Rights of Third Parties) Act 1999 shall apply to this Clause 9but only for the benefit of the other Indemnified Persons, subject always to the terms of Clause 13 (Governing Law and Jurisdiction).

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; 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 (ceach an "Indemnified Person") 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 against any cost, expense, loss or liability (including, without limitation, legal fees) incurred by or awarded against an 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 cost, expense, such loss or liability resulted from: (a) any is caused by the gross negligence, wilful breach by that Indemnified Person of any material provision the terms of any the Finance Document Documents or any confidentiality undertaking given by that Indemnified Person (as determined by a court for the benefit of competent jurisdiction in a final and non-appealable decision); (b) the fraud, gross negligence Company or the wilful misconduct of that Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision); or (c) or to the extent arising from any disputes dispute solely among the Indemnified Persons (or related to any such dispute) (other than claims against any Finance Party in each case any such dispute its capacity or in connection with their fulfilling its role as Underwriter, Bookrunner and/or Facility Agent or Security Agent or Mandated Lead Arranger), Arranger or any similar role under the Facility and not other than any claims arising out of any act or omission by on the Company. In addition, part of the Company will not be responsible or liable to its Affiliates provided that the Indemnified Persons together shall instruct only one legal counsel in any person for indirect or consequential losses or damagesone jurisdiction at any one time (unless it is reasonably determined they have a conflict as between themselves). 8.3 (b) If any event occurs in relation to respect of which indemnification will may be sought from the CompanyCompany pursuant to paragraph (a) above, the relevant Indemnified Person shall only be so indemnified if it: (if it is permitted by law and regulation to do soi) notify notifies the Company in writing within 10 Business Days a reasonable time after the relevant Indemnified Person becomes expressly aware (acting reasonably) of such event event; (provided that the failure to notify the Company shall not relieve the Company from any liability that the Company may have under this Clause 8.3 except ii) (to the extent that legally permitted and only if it would not prejudice the Company has been prejudiced through the forfeiture defence or making of substantive rights or defences by such failure), consult claim) consults with the Company fully in good faith and promptly with respect to the conduct of the relevant claim, action or proceeding, conduct ; (iii) conducts such claim, action or proceeding properly and diligently (based on advice from its legal counsel, to the extent permitted by law and regulation without being under any obligation to disclose any information which it is not lawfully permitted to disclose under law and regulationdisclose); and (iv) and does not settle any such claim, action or proceeding without the Company's prior written consent (such consent not to be unreasonably withheld or delayed) unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. 8.4 The Company agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of its Affiliates for or in connection with anything referred to in Clause 8.1 above other than any cost, loss, expense or liability incurred by the Company that results from any breach by that Indemnified Person of any Finance Document which has resulted directly from the deliberate breach, gross negligence or wilful misconduct of that Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decisionwithheld). 8.5 Notwithstanding Clause 8.1 above, no Indemnified Person shall be responsible or have any liability to the Company or its Affiliates or anyone else for indirect or consequential losses or damages. 8.6 The Indemnified Persons agree that they will not take any proceedings against any officers, employee or manager of the Company or any officer, employee or manager of any Affiliate(s) of the Company in respect of any claim they might have or in respect of any act or omission of any kind by that officer, employee or manager in relation to the Finance Documents or otherwise, in each case save in the event of fraud on the part of any such officer, employee or manager. 8.7 For the purposes of this Clause 7, "Indemnified Person" means us and any of our Affiliates and each of our (or our Affiliates') respective directors, officers, employees and agents. 8.8 You represent to us that: (a) you are acting for your own account and have made your own independent decisions to enter into the transaction contemplated in the Finance Documents (the "Transaction") and as to whether the Transaction is appropriate or proper for you based upon your own judgement and upon advice from such advisers as you have deemed necessary; (b) you are not relying on any communication (written or oral) from us as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from us shall be deemed to be an assurance or guarantee as to the expected results of the Transaction; (c) you are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and understand and accept, the terms, conditions and risks of the Transaction. You are also capable of assuming, and assume, the risks of the Transaction; and (d) we (in any of our capacities) are not acting as a fiduciary for you in connection with the Transaction. 8.9 The Contracts (Rights of Third Parties) Act 1999 shall apply to this Clause 9but only for the benefit of the other Indemnified Persons, subject always to the terms of Clause 13 (Governing Law and Jurisdiction).

Transaction indemnity. 8.1 The Company willBorrower shall promptly indemnify and hold harmless each Finance Party, within five Business Days each Related Corporation of written demand containing reasonably detailed information supporting such demanda Finance Party and each director, indemnify officer, employee and agent of a Finance Party or its Related Corporation (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 against 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 in connection with or arising out of the Finance Documents, or the use of the proceeds of the Facility (including but not limited to those incurred in connection with any material provision litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Project), unless such loss or liability is caused by the gross negligence, wilful breach of any the terms of the Finance Document Documents or any confidentiality undertaking given by that Indemnified Person (as determined by a court Finance Party for the benefit of competent jurisdiction in a final and non-appealable decision); (b) the fraud, gross negligence Borrower or the wilful misconduct of that Indemnified Person. Any 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 Companymay rely on this Clause 16.4. 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 respect of which indemnification will may be sought from the CompanyBorrower, the relevant Indemnified Person shall (only be indemnified if it is permitted by law and regulation to do so(a) notify notifies the Company Borrower in writing within 10 Business Days a reasonable time after the relevant Indemnified Person becomes expressly aware (acting reasonably) of such event event; (provided that the failure to notify the Company shall not relieve the Company from any liability that the Company may have under this Clause 8.3 except b) (to the extent that the Company has been prejudiced through the forfeiture of substantive rights or defences by such failure), consult lawful and commercially appropriate to do so) consults with the Company Borrower fully in good faith and promptly with respect to the conduct of the relevant claim, action or proceeding, conduct ; (c) conducts such claim, action or proceeding properly and diligently (in each case to the extent permitted by law and regulation without being under any obligation to disclose any information which it is not lawfully permitted to disclose under law or which it reasonably considers would not be commercially appropriate to disclose); and regulation(d) and does not settle any such claim, action or proceeding without the Company's Borrower’s prior written consent (such consent not to be unreasonably withheld or delayed) unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. 8.4 The Company agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of its Affiliates for or in connection with anything referred to in Clause 8.1 above other than any cost, loss, expense or liability incurred by the Company that results from any breach by that Indemnified Person of any Finance Document which has resulted directly from the deliberate breach, gross negligence or wilful misconduct of that Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decisionwithheld). 8.5 Notwithstanding Clause 8.1 above, no Indemnified Person shall be responsible or have any liability to the Company or its Affiliates or anyone else for indirect or consequential losses or damages. 8.6 The Indemnified Persons agree that they will not take any proceedings against any officers, employee or manager of the Company or any officer, employee or manager of any Affiliate(s) of the Company in respect of any claim they might have or in respect of any act or omission of any kind by that officer, employee or manager in relation to the Finance Documents or otherwise, in each case save in the event of fraud on the part of any such officer, employee or manager. 8.7 For the purposes of this Clause 7, "Indemnified Person" means us and any of our Affiliates and each of our (or our Affiliates') respective directors, officers, employees and agents. 8.8 You represent to us that: (a) you are acting for your own account and have made your own independent decisions to enter into the transaction contemplated in the Finance Documents (the "Transaction") and as to whether the Transaction is appropriate or proper for you based upon your own judgement and upon advice from such advisers as you have deemed necessary; (b) you are not relying on any communication (written or oral) from us as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from us shall be deemed to be an assurance or guarantee as to the expected results of the Transaction; (c) you are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and understand and accept, the terms, conditions and risks of the Transaction. You are also capable of assuming, and assume, the risks of the Transaction; and (d) we (in any of our capacities) are not acting as a fiduciary for you in connection with the Transaction. 8.9 The Contracts (Rights of Third Parties) Act 1999 shall apply to this Clause 9but only for the benefit of the other Indemnified Persons, subject always to the terms of Clause 13 (Governing Law and Jurisdiction).

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 becomes aware of such event (provided that the failure to notify the Company shall not relieve the Company from any liability that the Company may have under this Clause 8.3 except to the extent that the Company has been prejudiced through the forfeiture of substantive rights or defences by such failure), consult with the Company fully in good faith and promptly with respect to the conduct of the relevant claim, action or proceeding, conduct such claim, action or proceeding properly and diligently (to the extent permitted by law and regulation without being under any obligation to disclose any information which it is not permitted to disclose under law and regulation) and not settle any claim, action or proceeding without the Company's prior written consent (such consent not to be unreasonably withheld or delayed) unless such settlement (i) includes an unconditional release of such Indemnified Person in form and substance reasonably satisfactory to such Indemnified Person from all liability or claims that are the subject matter of such proceedings and (ii) does not include any statement as to or any admission of fault, culpability, wrongdoing or a failure to act by or on behalf of any Indemnified Person. 8.4 The Company agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract, tort or otherwise) to the Company or any of its Affiliates for or in connection with anything referred to in Clause 8.1 above other than any cost, loss, expense or liability incurred by the Company that results from any breach by that Indemnified Person of any Finance Document which has resulted directly from the deliberate breach, gross negligence or wilful misconduct of that Indemnified Person (as determined by a court of competent jurisdiction in a final and non-appealable decision). 8.5 Notwithstanding Clause 8.1 above, no Indemnified Person shall be responsible or have any liability to the Company or its Affiliates or anyone else for indirect or consequential losses or damages. 8.6 The Indemnified Persons agree that they will not take any proceedings against any officers, employee or manager of the Company or any officer, employee or manager of any Affiliate(s) of the Company in respect of any claim they might have or in respect of any act or omission of any kind by that officer, employee or manager in relation to the Finance Documents or otherwise, in each case save in the event of fraud on the part of any such officer, employee or manager. 8.7 For the purposes of this Clause 7, "Indemnified Person" means us and any of our Affiliates and each of our (or our Affiliates') respective directors, officers, employees and agents. 8.8 You represent to us that: (a) you are acting for your own account and have made your own independent decisions to enter into the transaction contemplated in the Finance Documents (the "Transaction") and as to whether the Transaction is appropriate or proper for you based upon your own judgement and upon advice from such advisers as you have deemed necessary; (b) you are not relying on any communication (written or oral) from us as investment advice or as a recommendation to enter into the Transaction, it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction. No communication (written or oral) received from us shall be deemed to be an assurance or guarantee as to the expected results of the Transaction; (c) you are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and understand and accept, the terms, conditions and risks of the Transaction. You are also capable of assuming, and assume, the risks of the Transaction; and (d) we (in any of our capacities) are not acting as a fiduciary for you in connection with the Transaction. 8.9 The Contracts (Rights of Third Parties) Act 1999 Xxx 0000 shall apply to this Clause 9but only for the benefit of the other Indemnified Persons, subject always to the terms of Clause 13 (Governing Law and Jurisdiction).