Acquisition indemnity. The Company agrees to indemnify each Finance Party against any loss or liability incurred by that Finance Party in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to all costs reasonably 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, wilful misconduct or breach of contract of that Finance Party.
Acquisition indemnity. (i) In this paragraph (f) (Acquisition indemnity), relevant litigation means any litigation proceeding, arising, pending or threatened against a Finance Party and, in each case, any of their respective Affiliates and each of their (or their respective Affiliates’) respective directors, officers, employees and agents (each a Relevant Person) in connection with or arising out of any Transaction Document or the Acquisition (whether or not made).
Acquisition indemnity. (a) The Obligors’ Agent shall (or shall procure that another Group Company will) within ten (10) Business Days of demand indemnify and hold harmless the Interim Finance Parties and any of their respective Affiliates and any of their directors, officers, agents, advisers and employees (as applicable) (each, an Indemnified Person) against any cost, expense, loss, liability (including, except as specified below, reasonably incurred legal fees and limited, in the case of legal fees and expenses, to one counsel to such Indemnified Persons taken as a whole and in the case of a conflict of interest, one additional counsel to the affected Indemnified Persons similarly situated, taken as a whole and, if reasonably necessary one local counsel in any relevant jurisdiction) incurred by or awarded against such Indemnified Person in each case arising out of or in connection with any action, claim, investigation or proceeding (including any action, claim, investigation or proceeding to preserve or enforce rights) (collectively, each, a Proceeding), commenced or threatened, relating to this Agreement, the Interim Facility or the Acquisition or the use or proposed use of proceeds of the Interim Facility (except to the extent such cost, expense, loss or liability resulted from (x) the wilful misconduct, bad faith or gross negligence of such Indemnified Person or any of its affiliates or related parties (as determined in a final non-appealable judgment in a court of competent jurisdiction), (y) any material breach of the obligations of such Indemnified Person or any of its affiliates or related parties under this Agreement (as determined in a final non-appealable judgment in a court of competent jurisdiction) or (z) any dispute among Indemnified Persons (or their respective affiliates or related parties) that does not involve an act or omission by the Borrower or any of its subsidiaries.
Acquisition indemnity. 23.3.1 The Parent shall indemnify the Facility Agent, each Arranger and each Bank (each an "INDEMNIFIED PARTY") from time to time within five Business Days of demand of the Indemnified Party, against any cost, claim, loss, expense (including reasonable legal fees) or liability together with VAT thereon, whether or not reasonably foreseeable, which the relevant Indemnified Party may sustain or properly incur (except to the extent that the same result from the negligence or wilful misconduct or breach of Finance Documents of that Indemnified Party) arising out of a claim or action of any person relating to the Offer or any acquisition by Nutricia or any person acting in concert with the Parent or Nutricia of any shares of Rexall Sundown or any use of the proceeds of any Advance.
Acquisition indemnity. 14.4.1 In this Clause 14.4, "relevant litigation" means any litigation proceeding arising, pending or threatened against a Finance Party in connection with or arising out of the funding of the Acquisition (whether or not made).
Acquisition indemnity. The Company shall promptly 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). Any Affiliate or any officer or employee of a Finance Party or its Affiliate may rely on this Clause 14.4 subject to Clause 1.4 (Third party rights) and the provisions of the Third Parties Act.
Acquisition indemnity. The Borrower shall indemnify each Finance Party from and against any loss or liability incurred by that Finance Party in connection with or arising out of any litigation, arbitration or administrative proceedings or regulatory enquiry concerning or in connection with or arising out of the Borrower's or any other person's acquisition, holding or funding of, or exercise of rights in respect of, the Assets and/or the grant of any Security by it under the Security Documents to which it is party. The Borrower shall within three (3) Business Days of demand pay to any Finance Party any amounts due from it under this Clause.
Acquisition indemnity. The Original Borrower shall indemnify each Finance Party (each an "Indemnified Party") from time to time within 5 Business Days of demand of the Indemnified Party, against any cost, claim, loss, expense (including reasonable legal fees) or liability together with VAT thereon, whether or not reasonably foreseeable, which the relevant Indemnified Party has sustained or incurred (except to the extent that the same result from the negligence or wilful misconduct of that Indemnified Party) arising out of a claim or action of any person relating to the Tender Offer (whether or not made) or the Merger or any acquisition by the Original Borrower or any person acting in concert with the Original Borrower of any shares of Target or any use of the proceeds of any Loan.
Acquisition indemnity. (a) Subject to the following paragraphs of this clause 15.4, the Borrower shall promptly 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 Party) against any cost, claim, loss, expense (including legal fees) or liability together with VAT thereon (including, but not limited to, any such costs, claims, losses, expenses or liabilities incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry), whether or not reasonably foreseeable, incurred by that Indemnified Party in connection with or arising out of the Acquisition, the funding of the Acquisition, the Offer (whether or not made), the Squeeze out, the Bidco Merger, any acquisition by the Borrower or any person acting in concert with the Borrower of any shares of the Target or any use of the proceeds of any Utilisation unless such costs, claims losses, expenses or liabilities are caused by the gross negligence or wilful misconduct of the Indemnified Party.
Acquisition indemnity. (A) The Parent Company shall (or shall procure that an Obligor will) within five Business Days of demand indemnify each Indemnified Person against any liability, loss, cost or expense (including reasonable legal fees) incurred by or awarded against that Indemnified Person arising out of, in connection with or based on:
