Common use of Transaction indemnity Clause in Contracts

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. (i) The Borrower and each Borrowing Subsidiary shall indemnify and hold each the 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. (ia) The Borrower 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 Borrowing Subsidiary shall indemnify and hold officer or employee of a Finance Party or its Affiliate (each Lender and its respective directorsan "Indemnified Person"), officers, agents and affiliates (the "INDEMNIFIED PARTIES") harmless from and against any and all claimscost, damages, liabilities, taxes, costs and expenses (including reasonable legal fees, travel and other expenses and disbursements) which may be loss or liability incurred by that Finance Party or asserted against the Indemnified Parties 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 investigationlitigation, litigation arbitration or proceeding relating to this Agreement (except for any arising out of any Indemnified Party's administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by fraud, the gross negligence or willful defaultwilful misconduct of that Finance Party or its Affiliate (or employee or officer of that Finance Party or Affiliate) whether or not 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 Indemnified Parties are parties thereto, and will pay all costs and expenses provisions of the Indemnified Third 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 utilizedAct. (iib) Any party that proposes to assert the right to be indemnified under this Section will, promptly after receipt of notice of commencement of If any action, suit or proceeding against such party event occurs in respect of which a claim 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 be made against do so) it notifies the Borrower under this Section notify Company in writing as soon as reasonably practicable after the Borrower of the commencement relevant Indemnified Person becomes aware of such actionevent, suit or proceeding, enclosing provided that a copy of all papers served, but the omission so failure to notify the Borrower of any such action, suit or proceeding Company shall not relieve the Borrower Company from any liability that it may might have under this Clause 14.4, except to any Indemnified Party unless the Borrower is effectively precluded from exercising any extent that the rights or defences of its material rights to contest a member of the Group have been prejudiced by such claim as a result of such omission to notifyfailure. (iiic) In case Any Indemnified Person may rely on this Clause 14.4 subject to subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act. (d) Neither (i) any such actionIndemnified Person, suit or proceeding nor (ii) the Company, Borrower nor any of their respective Subsidiaries and Affiliates shall be brought against liable for any Indemnified Party and notification has been made indirect, special, punitive or consequential losses or damages in connection with its activities related to the Borrower of Facility or the commencement thereof, the Borrower shall be entitled to participate in such action, suit or proceedingFinance Documents.

Transaction indemnity. (i) 22.3.1 The Borrower and each Borrowing Subsidiary shall agrees to indemnify and hold each Lender the Bank and its respective directors, officers, officers and agents and affiliates (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 any Indemnified Parties Party in connection with or arising out of any investigation, litigation or proceeding 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 any such Indemnified Party's gross negligence or willful 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 legal fees, expenses and disbursements) incurred or sustained by the Indemnified Parties in connection with the same whether or not the Loan Facilities are utilised or the acquisition of the Target Shares and/or the Target Assets is utilizedcompleted. (ii) 22.3.2 Any party Indemnified Party that proposes to assert the right to be indemnified under this Section Clause 22.3 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 Clause 22.3 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) 22.3.3 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.