By Agents. Each Agent shall indemnify the Issuer and the Guarantor against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s negligence, bad faith or wilful default or that of its officers, employees or agents.
By Agents. Each of the Agents will severally indemnify the Issuer against any losses, liabilities, costs, claims, actions or demands which the Issuer may incur or which may be made against the Issuer as a result of the wilful default, negligence or bad faith of that Agent or that of its officers or employees or any of them, or material breach by it of the terms of this Agreement.
By Agents each Agent shall, upon presentation of duly documented evidence, indemnify the Issuer against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all costs, charges and expenses paid or properly incurred in disputing or defending any of the foregoing) that the Issuer may incur or that may be made against it as a result of such Agent’s material breach of any of its undertakings and agreements of this Agreement, negligence, fraud or wilful default or that of its officers, employees or agents.
By Agents. Each Agent shall indemnify the Issuer, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing but excluding tax imposed on or calculated by reference to net income received or receivable) that the Issuer may incur or that may be made against it as a result of such Agent’s gross negligence, fraud or wilful default or that of its officers, employees or agents.
By Agents. Each Agent shall indemnify the Issuer and the Guarantor, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a direct result of such Agent’s gross negligence, bad faith or wilful default or that of its officers, employees or agents. Notwithstanding any provision of this Agreement to the contrary, including, without limitation, the indemnity given by the Agents pursuant to this Clause, no Agents shall in any event be liable for the following direct losses: loss of profits, loss of contracts or loss of goodwill. Under no circumstances will any Agent be liable to the Issuer, the Guarantor or any other party to this Agreement for any consequential loss or damage (including but not limited to, loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage.
By Agents. Each Agent shall indemnify the Issuer against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer may incur or that may be made against it arising out of or in relation to or in connection with a breach by that Agent of this Agreement or its negligence, bad faith or wilful default or that of its officers, employees or agents. For the avoidance of doubt, the indemnity provided in this paragraph shall also cover any loss, liability, cost, claim, action, demand or expenses suffered by the Issuer (including, but not limited to, any costs incurred in connection with the recovery from the Agent of payments made to the Spanish tax authorities) as a result of the failure by the Agent to comply with its obligations in Schedule 5 to this Agreement (Procedures to be performed by the Issuer and the Paying Agent in connection with Spanish Law 10/2014, of June 26, and Royal Decree 1065/2007, of July 27, as amended by Royal Decree 1145/2011, of July 29).
By Agents. Each Agent shall indemnify the Issuer and the Guarantor, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer or the Guarantor may incur or that may be made against it as a result of such Agent’s negligence, bad faith or wilful default or that of its officers, employees or agents. Notwithstanding the foregoing, under no circumstances will the Agent be liable to the Issuer or the Guarantor or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive loss of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. The indemnity contained in this Clause 16.2 shall survive termination or expiry of this Agreement.
By Agents. Each Agent shall severally indemnify each of the Relevant Issuer and the Guarantor against any direct loss, liability, claim, action or demand together with all reasonable costs and expenses (including, but not limited to, all reasonable direct costs and expenses paid or incurred in disputing or defending the foregoing) which the Relevant Issuer and/or the Guarantor may incur or which may be made against any of them as a result of the breach by such Agent of the terms of this Agreement or its, negligence, wilful misconduct or bad faith or that of its directors, officers, employees or agents including any failure to obtain and maintain in existence any consent, authorisation, permission or licence required by it for the assumption, exercise and performance of its powers and duties under this Agreement.
By Agents. Each Agent shall severally indemnify the Issuers and the Guarantor, on an after tax basis, against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuers or the Guarantor may incur or that may be made against it as a result of such Agent’s gross negligence, fraud or wilful default or that of its officers, employees or agents. Notwithstanding the foregoing, no Agent shall be liable for any indirect, incidental or consequential loss (being loss of business, goodwill, opportunity or profit) of any kind whatsoever arising from any action taken or omitted to be taken hereunder.
By Agents. Each Agent shall severally indemnify the Issuer against any loss, liability, cost, claim, action, demand or expense (including, but not limited to, all reasonable and appropriately documented costs, charges and expenses paid or incurred in disputing or defending any of the foregoing) that the Issuer may incur or that may be made against it as a direct result of such Agent’s negligence, bad faith or wilful default or that of its officers, employees or agents. Under no circumstances will the Agents be liable to the Issuer or any other party to this Agreement for any consequential loss or damage (including but not limited to, loss of business, goodwill, opportunity or profit), even if advised of the possibility of such loss or damage.
