Common use of Certain Indemnities Clause in Contracts

Certain Indemnities. (a) Without prejudice to any other rights which the Trustee may have under this Agreement or under applicable law, Petrobras Finance covenants and agrees to indemnify and hold harmless the Trustee on behalf of the Senior Certificate Holders and the Enhancers on an after-tax basis from and against any and all damages, losses, claims, liabilities, fees and expenses (including reasonable and documented fees and disbursements for external counsel) awarded against or incurred by it arising out of or as a result of (i) any Lien on, or any set-off, defense or counterclaim asserted by any Person against, the Purchased Receivables created by, or resulting from claims against, Petrobras Finance, Petrobras or any Affiliate thereof, (ii) any representation or warranty made by Petrobras Finance, Petrobras or any Affiliate thereof in this Agreement, any other Transaction Document or in any writing furnished by Petrobras Finance, Petrobras or any Affiliate thereof in connection with or pursuant to this Agreement that proves to have been false or incorrect in any material respect on the date as of which such representation or warranty is made or deemed made, (iii) any claim (whether against the Trustee, the Trust, any Senior Certificate Holder or any Enhancer) resulting from the Sale to the Trustee of the Purchased Receivables or from the execution, delivery or performance by the Trustee of the Transaction Documents, or (iv) the enforcement against Petrobras Finance, Petrobras, or any Affiliate thereof of any of its respective obligations under any Transaction Document. For the avoidance of doubt, Indemnified Costs shall not include any claims for principal, interest, Additional Amounts or premiums in respect of the Trust Certificates or Guaranty Reimbursements related thereto. (b) In consideration of the Tax Indemnification Fee, Petrobras Finance covenants and agrees to indemnify and hold harmless the Trustee against any Indemnified Taxes. All payments to be made or deemed made by Petrobras Finance under this Agreement or any other Transaction Document to which Petrobras Finance is a party or any other document contemplated therein or required to be executed thereby shall be made without withholding or deduction for or on account of any Taxes unless Petrobras Finance shall pay such additional amounts as may be necessary in order that the net amounts received by the Trustee after such withholding or deduction shall equal the amount that would have been received if no withholding or deduction had been made. Receivables Purchase Agreement (c) Petrobras Finance covenants and agrees to indemnify and hold harmless the Trustee against any Indemnified Costs.

Certain Indemnities. (a) Without prejudice to any other rights which the Trustee may have under this Agreement or under applicable law, Petrobras Finance covenants and agrees to indemnify and hold harmless the Trustee on behalf of the Senior Certificate Holders and the Enhancers on an after-tax basis from and against any and all damages, losses, claims, liabilities, fees and expenses (including reasonable and documented fees and disbursements for external counsel) awarded against or incurred by it arising out of or as a result of (i) any Lien on, or any set-off, defense or counterclaim asserted by any Person against, the Purchased Receivables created by, or resulting from claims against, Petrobras Finance, Petrobras or any Affiliate thereof, (ii) any representation or warranty made by Petrobras Finance, Petrobras or any Affiliate thereof in this Agreement, any other Transaction Document or in any writing furnished by Petrobras Finance, Petrobras or any Affiliate thereof in connection with or pursuant to this Agreement that proves to have been false or incorrect in any material respect on the date as of which such representation or warranty is made or deemed made, (iii) any claim (whether against the Trustee, the Trust, any Senior Certificate Holder or any Enhancer) resulting from the Sale to the Trustee of the Purchased Receivables or from the execution, delivery or performance by the Trustee of the Transaction Documents, or (iv) the enforcement against Petrobras Finance, Petrobras, or any Affiliate thereof of any of its respective obligations under any Transaction Document. For the avoidance of doubt, Indemnified Costs shall not include any claims for principal, interest, Additional Amounts or premiums in respect of the Trust Certificates or Guaranty Reimbursements related thereto. (b) In consideration of the Tax Indemnification Fee, Petrobras Finance covenants and agrees to indemnify and hold harmless the Trustee against any Indemnified Taxes. All payments to be made or deemed made by Petrobras Finance under this Agreement or any other Transaction Document to which Petrobras Finance is a party or any other document contemplated therein or required to be executed thereby shall be made without withholding or deduction for or on account of any Taxes unless Petrobras Finance shall pay such additional amounts as may be necessary in order that the net amounts received by the Trustee after such withholding or deduction shall equal the amount that would have been received if no withholding or deduction had been made. Receivables Purchase Agreement. (c) Petrobras Finance covenants and agrees to indemnify and hold harmless the Trustee against any Indemnified Costs.