Without limiting Section 12. 2.9(a), the UK Security Trustee shall not be liable for any action taken by it or not taken by it under or in connection with the relevant UK Security Agreements, unless directly caused by its gross negligence or willful misconduct.
Without limiting Section 12. 2.9(a), European Security Trustee shall not be liable for any action taken by it or not taken by it under or in connection with the relevant European Security Agreements, unless directly caused by its gross negligence or willful misconduct.
Without limiting Section 12. 13.1, each Lender or Swingline Lender, or any Person who has received funds on behalf of a Lender or Swingline Lender, hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates): (i) that is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment; (ii) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates); or (iii) that such Lender, Swingline Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) in each case:
Without limiting Section 12. 6(a), the Borrowers shall indemnify and hold harmless the Administrative Agent, the Lenders and the Issuing Lender, as applicable, against any loss incurred by the Administrative Agent, any Lender or the Issuing Lender as a result of any payment or recovery described in Section 12.6(a) and as a result of any variation having occurred in rates of exchange between the date of any such amount becoming due under this Agreement or any other Loan Document and the date of actual payment thereof. The foregoing indemnity shall constitute a separate and independent obligation of the Borrowers and shall continue in full force and effect notwithstanding any such payment or recovery.
Without limiting Section 12. 8.(a), notwithstanding anything herein to the contrary, each Party shall, and shall cause its Affiliates, and each of their respective directors, officers, employees, consultants, contractors, agents and owners, to, not use, or export, assign or otherwise transfer (whether by assignment, sale, operation of law, sublicense or otherwise) to any person, entity or country, this Agreement or any rights or obligations hereunder, any of the Product or any of Confidential Information, or exercise any rights hereunder, which, if done by Party directly, would violate any applicable laws and regulations (including any export control laws or regulations) or which would otherwise result in Party being in violation of any laws or regulations. 12.9.
Without limiting Section 12. 6(a), the Borrowers shall indemnify and hold harmless the Administrative Agent, the Lenders, the Issuing Lenders hereunder against any loss incurred by the Administrative Agent, any Lender or any Issuing Lender hereunder as a result of any payment or recovery described in Section 12.6(a) and as a result of any variation having occurred in rates of exchange between the date of any such amount becoming due under this Agreement or any other Loan Document and the date of actual payment thereof except for losses that are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from such indemnified party’s gross negligence or willful misconduct. The foregoing indemnity shall constitute a separate and independent obligation of the Borrowers and shall continue in full force and effect notwithstanding any such payment or recovery.
Without limiting Section 12. 01(a) above, in order to facilitate the resolution of any claims made by or against any third party (other than any such claims made by or against the other Party) after the Closing, upon reasonable notice, each Party hereto shall, after the Closing but subject to any confidentiality obligation to a third Person, maintenance of attorney-client privilege and any other bona fide and good faith restriction on its ability to provide information or access: (i) afford the officers, employees and authorized agents and representatives of the other Party reasonable access, during normal business hours, to the offices, properties, books and records of such Party with respect to the operation of the Business that are in the possession of such Party, (ii) furnish to the officers, employees and authorized agents and representatives of the other Party such additional financial and other information regarding the Business as the other Party may from time to time reasonably request and (iii) make available to the other Party the employees of such Party whose assistance, testimony or presence of such persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with the business or operations of such Party. In no event shall Sellers have access to the tax returns of Buyer.
Without limiting Section 12. 1, CONSULTANTS will not be eligible to participate in any vacation, group medical or life insurance disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offe1·ed by CLIENT to its employees, and CLIENT will not be responsible for withholding or paying any income, payroll, social security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or CAR/ IP&RSG 2020-l disability, or obtaining workers' compensation insurance on your behalf. CONSULTANTS shall be responsible for, and shall indemnify CLIENT against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by CONSULTANTS in connection with the performance of the SERVICES shall be CONSULTANTS' employees or contractors and CONSULTANTS shall be fully responsible for them and indemnify CLIENT against any claims made by or on behalf of any such employee or contractor.
Without limiting Section 12. 20(a), if any Payment Recipient receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its affiliates) that (x) is in a different amount than, or on a different date from, that specified in a notice of payment, prepayment or repayment sent by the Agent (or any of its affiliates) with respect to such payment, prepayment or repayment, (y) was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its affiliates), or (z) such Payment Recipient otherwise becomes aware was transmitted, or received, in error (in whole or in part):
Without limiting Section 12. 3.1, the Representative is the representative of the Equityholders and Blocker Seller and can act as the true and lawful agent of the Equityholders and Blocker Seller and attorney-in-fact with respect to all matters arising in connection with the determination of the Total Equity Value and the Blocker Adjustment (or any elements thereof) pursuant to Section 3.7 and all actions in connection with any distributions to be made in respect thereof pursuant to Section 3.8, including but not limited to the power and authority on behalf of each Equityholder and Blocker Seller to do any one or all of the following in connection with such determination or distributions:
