Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of: (A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto; (B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof; (C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or (D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.
Appears in 2 contracts
Sources: Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the (a) The Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for hereby indemnify each Lender on demand against any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), loss or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, reasonable expense which such Lender or its branch or affiliate may sustain or incur as a result consequence of:
(Ai) any conversion or repayment default in payment or prepayment of the principal amount of any LIBOR Rate Loans on a Eurodollar Advance made to it or any portion of any thereof or interest accrued thereon, as and when due and payable (at the due date other than thereof, by irrevocable notice of payment or prepayment, or otherwise),
(ii) the scheduled last day effect of the Interest Period applicable thereto;occurrence of any Event of Default upon any Eurodollar Advance made to it, including, but not limited to, any loss or reasonable expense sustained or incurred in liquidating or employing deposits from third parties acquired to effect or maintain such Eurodollar Advance or any portion thereof,
(Biii) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment payment or prepayment of the principal amount of any LIBOR Rate Loan Eurodollar Advance made to it or any portion thereof, pursuant to Section 2 or 3 hereof, or otherwise, on a date any day other than the scheduled last day of the an Interest Period or the payment of any interest on any Eurodollar Advance made to it, or portion thereof, on a day other than an Interest Payment Date for such Eurodollar Advance, or (iv) the failure by any Borrower to accept or make a borrowing of a Eurodollar Advance or a conversion to or renewal of a Eurodollar Advance after it has given notice of such borrowing, conversion or renewal. Each Lender shall provide to the Borrowers, the Agent and the other Lenders a statement, supported where applicable thereto; The Administrative Agent shall promptly notify by documentary evidence, explaining the Borrowers in writing of the occurrence amount and calculation of any such eventloss or expense it incurs, such notice to statewhich statement shall be conclusive absent manifest error.
(b) If any law, treaty, order, directive, rule or regulation shall be adopted, issued or becoming effective after the Closing Date or if any change in reasonable detailany law, treaty, order, directive, rule or regulation from that in effect on the Closing Date or in the interpretation thereof by any governmental or other regulatory authority charged with the administration thereof (and including in any event all risk based capital guidelines heretofore adopted by the Comptroller of the Currency, the reasons therefor Board or any other banking regulatory agency, domestic or foreign, to the extent that any provision contained therein does not have to be complied with as of the date hereof) shall, or if the compliance by any Lender with any guideline or request from any central bank or other governmental authority, shall:
(i) impose upon, modify, require, make or deem applicable to any one or more Lenders, or any of their Affiliates or branches, any reserve requirement, special deposit requirement, insurance assessment or similar requirement against or affecting the Revolving Commitment or the Revolving Sublimit Commitment of such Lender or Lenders or such Affiliates or branches, or
(ii) impose any condition upon or cause in any manner the addition of, any supplement to or any increase of any kind to the capital or cost base of such Lender or Lenders, or such Affiliates or branches thereof, for extending or maintaining the Revolving Commitment or the Revolving Sublimit Commitment of such Lender, which results in an increase in the capital requirement supporting the Revolving Commitment or the Revolving Sublimit Commitment, or
(iii) impose upon, modify, require, make or deem applicable to such Lender or Lenders or any such Affiliates or branches any capital requirement, increased capital requirement or similar requirement, and the additional result of any events referred to in clause (i), (ii) or (iii) above shall be to (A) increase the amount of capital required fully or expected to compensate be required to be maintained by such Lender or any such Affiliate or branch and such Lender determines that the Administrative amount of such capital requirement is incurred by or based on the Revolving Commitment or the Revolving Sublimit Commitment of such Lender or other commitments of this type or (B) increase the costs or decrease the benefit in any way to such Lender or Lenders, or any such Affiliate or branch, of extending or maintaining the Revolving Commitment or the Revolving Sublimit Commitment or extending or maintaining such Lender's or Lenders' portion of the Loan or holding any Collateral; then and in such event the Borrowers shall, on or prior to the tenth (10th) Business Day after the giving of Written Notice of such increased costs and/or decreased benefits to the Company and the Agent and/or the by such Lender or Lenders (as applicable) for or any such increased cost Affiliate or reduced amount. Such additional amounts shall be payable by the Borrowers branch), pay to the Administrative Agent for its own benefit or for the benefit of such Lender or Lenders all such additional amounts which in the good faith calculation of such Lender or Lenders (are properly allocable to the Revolving Commitment or the Revolving Sublimit Commitment of such Lender, such Lender's or Lenders' portion of the Loan and/or the Collateral, as the case may be) within five (5) days of its receipt of such notice, and which:
(1) in the case of events referred to in clause (i) above, shall be suffi cient to compensate it for all such notice shallincreased costs and/or decreased benefits, and/or
(2) in the case of events referred to in clauses (ii) and (iii) above, shall be an amount equal to the reduction, as reasonably determined by such Lender, in the absence after-tax rate of manifest errorreturn on such Lender's capital resulting from any such capital or increased capital or similar requirement (including, without limitation, any such Lender's or Lender's Affiliates' or branches' cost of taking action in anticipation of the effectiveness of any event described in clause (ii) or (iii) in order to enable such Lender, Lenders, Affiliate or branch to be in compliance therewith upon such effectiveness), all as certified by such Lender or Lenders in said Written Notice to the Borrowers. Such certification shall be conclusive and binding on the Borrowers. Company absent manifest error.
(c) The Borrowers understandhereby indemnify and hold harmless the Agent and each Lender and their respective Affiliates, agree directors, officers, agents, representatives, counsel and acknowledge employees and each other Person, if any, controlling them or any of their Affiliates within the following: meaning of either Section 15 of the Securities Act of 1933, as amended, or Section 20(a) of the Securities Exchange Act of 1934 (ieach an "Indemnified Party"), from and against any and all losses, claims, damages, costs, expenses (including reasonable counsel fees and disbursements) neither and liabilities which may be incurred by or asserted against such Indemnified Party with respect to or arising out of the Administrative financing contemplated by this Agreement, the commitments hereunder to make, or the making of the Revolving Advances or the financings contemplated hereby, the other Loan Documents, the Collateral (including, without limitation, the use thereof by any of such Persons or any other Person, the exercise by the Agent nor or any Lender has of rights and remedies or any obligation to purchasepower of attorney with respect thereto, sell and/or match funds and any action or inaction of the Agent or any Lender under any Security Document), the use of proceeds of any financial accommodations provided hereunder, any investigation, litigation or other proceeding brought or threatened relating thereto, or the role of any such Person or Persons in connection with the use of the LIBOR Rate foregoing whether or not they or any other Indemnified Party is named as a basis for calculating the rate of interest on a LIBOR Rate Loan, party to any legal action or proceeding (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be"Claims"). The Borrowers further will not, however, be responsible to any Indemnified Party hereunder for any Claims to the extent that any such Claim shall have arisen out of or resulted from actions taken or omitted to be taken by such Indemnified Party which constitute the gross negligence or willful misconduct of such Indemnified Party ("Excluded Claims"). Further, should any of the Agent's or any of the Lender's employees be involved in any legal action or proceeding in connection with the transactions contemplated hereby (other than relating to an Excluded Claim), the Borrowers hereby agree to pay to the LIBOR Rate Loan Prepayment Fee Agent and each Lender an amount equal to the actual per diem compensation for each employee for each day or portion thereof that such employee is involved in preparation and testimony pertaining to any such legal action or proceeding. The Indemnified Party shall give the Borrowers prompt written notice of any Claim setting forth a description of those elements of the Claim of which such Indemnified Party has knowledge. The Borrowers shall have the right at any time during which a Claim is pending to select counsel to defend and settle any Claims so long as in any such event the Borrowers shall have stated in a writing delivered to the applicable Indemnified Party that, as between the Borrowers and such Indemnified Party, the Borrowers are responsible to such Indemnified Party with respect to such Claim; provided, however, that the Borrowers shall not be entitled to control the defense of any Claim in the event that there are defenses available to the Indemnified Party which are not available to the Borrowers. In any other funding lossescase, the Indemnified Party shall have the right to select counsel and control the defense of any Claims; provided, however, that no Indemnified Party shall settle any Claim as to which it is controlling the defense without the consent of the Borrowers, which consent shall not be unreasonably withheld or delayed. With respect to any Claim for which the Borrowers are entitled to select counsel, each Indemnified Party shall have the right, at its expense, to participate in the defense of such Claim. In the event that, with respect to any Claim, more than one Indemnified Party shall be permitted hereunder to select counsel to defend such Claim at the expense of the Borrowers and shall decide to do so, then all such Indemnified Parties shall select the same counsel to defend such Indemnified Parties with respect to such Claim; provided, however, that if anyany such Indemnified Party shall in its reasonable opinion (or in the reasonable opinion of its counsel) consider that the retention of one joint counsel as aforesaid shall result in a conflict of interest to it, whether such Indemnified Party may, at the reasonable expense of the Borrowers, select its own counsel to defend such Indemnified Party with respect to such Claim. The Indemnified Parties and the Borrowers and their respective counsel shall cooperate with each other in all reasonable respects in any investigation, trial and defense of any such Claim and any appeal arising therefrom.
(d) If for any reason the foregoing indemnity is unavailable to any Indemnified Party or insufficient to hold it free and harmless as contemplated by the preceding paragraph (c), then the Borrowers shall contribute to the amount paid or payable by the Indemnified Party as a result of any Claim in such proportion as is appropriate to reflect, not only the Administrative Agent and/or relative benefits received by the Lenders elect to purchaseBorrowers on the one hand and such Indemnified Party on the other hand, sell and/or match fundsbut also the relative fault of the Borrowers and such Indemnified Party, as well as any other relevant equitable considerations.
Appears in 2 contracts
Sources: Credit Agreement (Finlay Enterprises Inc /De), Credit Agreement (Finlay Fine Jewelry Corp)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplicationa) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice Borrower shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent transactions herein contemplated are consummated, indemnify the Lender and its respective officers, directors, employees, representatives, attorneys and agents from and hold each of them harmless against any and all liabilities, obligations, losses, damages, penalties, claims, actions, judgments, suits, costs, expenses and disbursements incurred by any of them as a result of, or arising out of, or in any way related to, or by reason of litigation or other proceeding related to the entering into and/or performance of any Financing Document or the Lenders elect disbursement of, or use of the proceeds of the Term Loan Facility or the implementation or consummation of any transactions contemplated herein or in any Financing Document, including, without limitation, the occurrence of any Event of Default, the reasonable fees and disbursements of counsel and any consultants selected by such indemnified party incurred in connection with any such investigation or any Legal Proceeding or in connection with enforcing the provisions of this Section 6.2(a) (but excluding any such liabilities, losses, penalties, judgments, suits, costs, expenses and disbursements to purchasethe extent incurred by reason of the gross negligence or willful misconduct of the indemnified Person, sell and/or match fundsas determined by a competent court).
(b) To the extent that the undertakings in this Section 6 may be unenforceable because they violate any Applicable Law. The Borrower will contribute the maximum portion that it is permitted to pay under Applicable Law. The Borrower hereby undertakes that it shall not raise the defense of or claim unenforceability, for any reason whatsoever, of any of the provisions of this Section 6.
(c) The Borrower shall reimburse the Lender all such sums paid, costs incurred and indemnities specified in this Section 6 within thirty (30) days from the date of demand thereof from such Lender.
(d) In case of default by the Borrower in making such reimbursement in accordance with Section 6.2(c) above, the Borrower shall also pay on the defaulted amounts, interest at the Default Interest Rate from the expiry of thirty (30) days from the date of notice of demand till reimbursement.
Appears in 2 contracts
Sources: Term Loan Facility Agreement, Term Loan Facility Agreement (Videocon D2h LTD)
Indemnities. In addition 8.1. Subject to the LIBOR Rate Loan Prepayment Feeoccurrence of Completion, the Borrowers jointly Seller agrees to, indemnify, defend and severally agree hold harmless the Purchaser, and its Affiliates (which hold any Sale Shares pursuant to reimburse a transfer of such Sale Shares by the Administrative Agent Purchaser to such Affiliate), directors, and employees (together “Purchaser Indemnified Persons”) from and against all Losses, incurred or suffered by any of the Lenders Purchaser Indemnified Persons arising out of: (without duplicationa) any misrepresentation or inaccuracy in or breach by the Seller of any of the Seller Warranties; or (b) any fraud by the Seller; provided that an agent of the Purchaser shall also be considered a Purchaser Indemnified Person (for any increase the purposes of this Clause 8) solely in the cost relation to and to the Administrative Agent and/or extent of Losses incurred or suffered by such agent due to any claim made against such agent by a Tax Authority on account of any misrepresentation or inaccuracy in or breach by the Lenders (Seller of the Seller Warranties set out at Clause 6.2.10 of this Agreement.
8.2. In the event that the Purchaser Indemnified Persons are required to make any payment, as required under any Applicable Law or otherwise, in relation to any claim of Losses as set out in Clause 8.1 above, then the same shall be paid by the Seller to the Purchaser Indemnified Persons or to the relevant Governmental Authority or the concerned authority or Person, as applicable), on or reduction prior to the due date of payment required to be made in relation to such claim, unless a stay of the demand or payment is obtained in respect of such payment, as the case maybe.
8.3. The maximum amount for which the Seller shall be liable to the Purchaser Indemnified Persons shall not exceed the Sale Consideration received by the Seller under this Agreement.
8.4. The obligation of the Seller to indemnify under this Clause 8 in relation to: (a) Taxation matters shall expire upon expiry of the statutory period of limitation with respect to such claim under Applicable Law; and (b) any other matter shall survive in perpetuity.
8.5. The Seller shall not be liable in respect of any sum receivable indemnification claim made by the Administrative Agent and/or Purchaser Indemnified Person under Clause 8.1 to the Lenders (as applicable), in respect, extent that such claim would not have arisen but for an act or as a result of:
(A) any conversion omission solely and directly attributable to the Purchaser Indemnified Person or repayment undertaken at the express written request or prepayment direction of the principal amount of any LIBOR Rate Loans on a date other than Purchaser Indemnified Person.
8.6. The Seller shall not be liable to indemnify the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Purchaser Indemnified Persons in accordance with this Agreement if the borrowing request thereof;
Loss suffered by the Purchaser Indemnified Persons was caused or increased solely due to any change in Applicable Law after the Completion Date (C) any LIBOR Rate Loans including an interpretation of Applicable Law by a court of competent jurisdiction or introduction of new legislation not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination force as of the Administrative AgentCompletion Date having retrospective effect), including any changes in Tax laws after the Completion Date having retrospective effect.
8.7. Where the Seller has made payment: (a) are required in full discharge of a Loss and where any such amount is recovered by the Purchaser Indemnified Persons from any third party (including pursuant to be terminated an insurance claim), then the Purchaser Indemnified Person shall pay the Seller, an amount equal to the sum recovered from such third party net of actual Taxes and reasonable costs and expenses incurred in connection with securing or obtaining such amount; and (b) in partial discharge of a Loss (“Seller Part Payment”) and where the full amount of the Loss is recovered by the Purchaser Indemnified Persons from any third party (including pursuant to an insurance claim), then the Purchaser Indemnified Person shall pay the Seller, an amount equal to the Seller Part Payment net of actual Taxes and reasonable costs and expenses incurred in connection with securing or obtaining such amount.
8.8. Nothing in this Agreement shall relieve any Party from its duty under Applicable Law to take all reasonable steps to mitigate any Loss or damage incurred by it as a result of any conversionmatter or circumstance giving rise to a claim under this Clause 8.
8.9. Notwithstanding anything to contrary contained herein, repayment or prepayment the indemnity provided by the Seller under this Clause 8 shall be sole and exclusive monetary remedy of the principal amount Purchaser Indemnified Persons for any and all claims pursuant to this Agreement.
8.10. The Purchaser Indemnified Persons shall not be entitled to recover Losses more than once in respect of the same Loss at a given point of time from the Seller.
8.11. The Purchaser Indemnified Persons agrees and undertakes that it will not, without the prior written consent of the Seller and which consent shall not be unreasonably withheld by the Seller, settle, compromise or consent to the entry of any LIBOR Rate Loan on a date other than judgment in any pending or threatened third party claim, which has given rise to an indemnity claim against the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsSeller under this Clause 8.
Appears in 2 contracts
Indemnities. In addition (a) Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Each L/C Lender must immediately on demand (to be issued directly by the Issuing Bank) directly indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost except to the Administrative Agent and/or extent that the Lenders (as applicable), loss or reduction in the amount of any sum receivable liability is directly caused by the Administrative gross negligence or wilful misconduct of the Issuing Bank.
(c) The Facility Agent and/or must, upon request by the Lenders Issuing Bank, provide to the Issuing Bank any relevant details of each L/C Lender for the purposes of issuing a demand under paragraph (as applicable)b) above.
(d) A L/C Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, in respect, adjusted to reflect any subsequent assignment or as a result oftransfer under this Agreement.
(e) The Issuing Bank must promptly notify the Facility Agent:
(Ai) upon issuing a demand pursuant to paragraph (b) above; and
(ii) upon receipt from a L/C Lender of any amounts referred to under paragraph (b) above.
(f) Each Borrower must immediately on demand reimburse any L/C Lender for any payment it makes to the Issuing Bank under this Subclause.
(g) The obligations of each Borrower and each L/C Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by the Borrower or that L/C Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(h) The obligations of each Borrower and each L/C Lender under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any other person). This includes:
(i) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets (present or future) of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment of a reasonable and fair basis for calculating such rateFinance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vii) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether viii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 2 contracts
Sources: Facility Agreement (TTM Technologies Inc), Facility Agreement (TTM Technologies Inc)
Indemnities. In addition (a) Each Borrower shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or material breach of its contractual obligations) in acting as the Issuing Bank under any Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Each Lender shall within 3 Business Days of demand indemnify the Issuing Bank against such Lender’s Bank Guarantee Proportion of any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Bank Guarantee is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Bank Guarantee in an amount equal to its Bank Guarantee Proportion of that Bank Guarantee. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its Bank Guarantee Proportion of the amount demanded.
(Cd) The Borrower which requested (or on behalf of which the Company requested) a Bank Guarantee shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.4 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Bank Guarantee.
(De) any costs associated with marking The obligations of each Lender under this Clause 7.4 are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionBank Guarantee, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause 7.4 will not be affected by any act, such notice to stateomission matter or thing which, in reasonable detailbut for this Clause 7.4, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use of the LIBOR Rate as any beneficiary under a basis for calculating the rate of interest on a LIBOR Rate Loan, Bank Guarantee or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non presentation or non observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateBank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Bank Guarantee or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Bank Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Sirona Dental Systems, Inc.), Senior Facilities Agreement (Sirona Dental Systems, Inc.)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) Subject to clause 6.9 (Claims under a Letter of Credit), the Borrower shall immediately on demand indemnify the LC Issuing Bank against any conversion cost, loss or repayment liability incurred by such LC Issuing Bank in acting as LC Issuing Bank hereunder (otherwise than by reason of such LC Issuing Bank’s gross negligence or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;wilful misconduct).
(B) Each Lender shall (according to its portion of the Available Facility), immediately on demand by the Facility Agent (acting on the instructions of the LC Issuing Bank), indemnify the LC Issuing Bank against any loans not being made cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as LIBOR Rate Loans in accordance with such LC Issuing Bank under any Letter of Credit (unless that LC Issuing Bank has been reimbursed by the borrowing request thereof;Borrower pursuant to a Finance Document).
(C) Subject to clause 6.9 (Claims under a Letter of Credit), the Borrower shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with Lender for any payment it makes to the applicable LIBOR Election Form and Certification thereof, orLC Issuing Bank under this clause 6.10 (Indemnities).
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination The obligations of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor each Lender and the additional amount required fully Borrower under this clause are continuing obligations and will extend to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be ultimate balance of sums payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (that Lender or, as the case may be, the Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(E) within five (5) days The obligations of a Lender or a Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its receipt of such notice, obligations under this clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 2 contracts
Sources: Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.), Multicurrency Revolving Letter of Credit Facility Agreement (Kosmos Energy Ltd.)
Indemnities. In addition (a) Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Each Tranche D Lender must immediately on demand (to be issued directly by the Issuing Bank) directly indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost except to the Administrative Agent and/or extent that the Lenders (as applicable), loss or reduction in the amount of any sum receivable liability is directly caused by the Administrative gross negligence or wilful misconduct of the Issuing Bank.
(c) The Facility Agent and/or must, upon request by the Lenders Issuing Bank, provide to the Issuing Bank any relevant details of each Tranche D Lender for the purposes of issuing a demand under paragraph (as applicable)b) above.
(d) A Tranche D Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, in respect, adjusted to reflect any subsequent assignment or as a result oftransfer under this Agreement.
(e) The Issuing Bank must promptly notify the Facility Agent:
(Ai) upon issuing a demand pursuant to paragraph (b) above; and
(ii) upon receipt from a Tranche D Lender of any amounts referred to under paragraph (b) above.
(f) The relevant Borrower must immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Subclause.
(g) The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or that Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(h) The obligations of each Borrower and each Lender under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any other person). This includes:
(i) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets (present or future) of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment of a reasonable and fair basis for calculating such rateFinance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vii) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether viii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 2 contracts
Sources: Credit Agreement (TTM Technologies Inc), Credit Agreement (TTM Technologies Inc)
Indemnities. In addition (a) Each Borrower shall within three Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by a Loan Party pursuant to a Loan Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment FeeLender in accordance with the terms of this Agreement), an undivided interest and participation in the Borrowers jointly and severally agree Letter of Credit in an amount equal to reimburse its L/C Proportion of that Letter of Credit. On receipt of demand from the Administrative Agent and the Lenders (without duplication) for any increase in the cost Agent, that Lender shall pay to the Administrative Agent and/or (for the Lenders (as applicable), or reduction in account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(d) The Borrower which requested (or on behalf of which the Loan Parties’ Agent requested) a Letter of Credit shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Section 2.46 in respect of that Letter of Credit.
(e) The obligations of each Lender or Borrower under this Section 2.446 to Section 2.49 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any sum receivable Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Section 2.446 to Section 2.49 will not be affected by the Administrative Agent and/or the Lenders any act, omission, matter or thing which, but for this Section 2.44 to Section 2.49, would reduce, release or prejudice any of its obligations under this Section 2.44 to Section 2.49 (as applicable), in respect, without limitation and whether or as a result ofnot known to it or any other person) including:
(Ai) any conversion time, waiver or repayment consent granted to, or prepayment of composition with, any Loan Party, the principal amount Issuing Bank of any LIBOR Rate Loans on a date Letter of Credit or any other than the scheduled last day of the Interest Period applicable theretoperson;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Loan Party or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such ratetaking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Loan Party, the LIBOR Rate Issuing Bank of any Letter of Credit or any other person or any non–presentation or non–observance of any formality or other requirement in respect of any instrument or any failure to realize the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Loan Prepayment FeeParty, and the Issuing Bank of any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders person;
(as the case may be). The Borrowers further agree to pay the LIBOR Rate v) any amendment (however fundamental) or replacement of a Loan Prepayment Fee and Document, any Letter of Credit or any other funding lossesdocument or security;
(vi) any unenforceability, if anyillegality or invalidity of any obligation of any person under any Loan Document, whether any Letter of Credit or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsany other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Credit Agreement (1295728 Alberta ULC), Credit Agreement (1295728 Alberta ULC)
Indemnities. In addition 7.3.1 The Applicant and the Relevant Indemnifying Company shall (on a joint and several basis) within 3 Business Days of demand being made by the relevant Issuing Bank indemnify the relevant Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of that Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bond.
7.3.2 Subject to the LIBOR Rate Loan provisions of Clause 6.1 of Clause 6 (Long Dated Bonds) and of sub-clause 8.8.2 of Clause 8 (Repayment, Prepayment Feeand Cancellation), each Bank shall (according to its Proportion) immediately on demand indemnify the Borrowers jointly and severally agree relevant Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bond (unless that Issuing Bank has been reimbursed by an Obligor pursuant to reimburse the Administrative Agent a Finance Document).
7.3.3 The Applicant and the Lenders Relevant Indemnifying Company shall (on a joint and several basis) within 3 Business Days of demand being made on it reimburse any Bank for any payment it makes to any Issuing Bank under this Clause 7.3 in respect of a Bond.
7.3.4 The obligations of the Applicant, each Indemnifying Company and each Bank under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Applicant, Indemnifying Company or Bank in respect of any Bond, regardless of any intermediate payment or discharge in whole or in part.
7.3.5 The obligations of the Applicant, each Indemnifying Company and any Bank under this Clause 7 will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 7 (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(Aa) any conversion time, waiver or repayment consent granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on Obligor, any beneficiary under a date Bond or other than the scheduled last day of the Interest Period applicable theretoperson;
(Bb) the release of any loans not being made as LIBOR Rate Loans in accordance other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the borrowing request thereofGroup;
(Cc) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bond or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any LIBOR Rate Loans not being continued asincapacity or lack of power, authority or converted intolegal personality of or dissolution or change in the members or status of an Obligor, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereofany beneficiary under a Bond or any other person;
(e) any amendment (however fundamental) or replacement of a Finance Document, any Bond or any other document or security;
(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Bond or any other document or security; or
(Dg) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment insolvency or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 2 contracts
Sources: Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC), Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC)
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, Lender for any payment it makes to the Issuing Bank under this Clause 14.5 (Indemnities) in respect of that Letter of Credit or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, orBank Guarantee.
(De) any costs associated with marking The obligations of each Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit or Bank Guarantee, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or Bank Guarantee or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Rockwood Holdings, Inc.), Amendment and Restatement Agreement (Rockwood Holdings, Inc.)
Indemnities. In addition (a) Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Each Lender must immediately on demand indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor, except to the Borrowers jointly and severally agree extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(c) A Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro rata Share on the Utilisation Date of the relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(d) The relevant Borrower must immediately on demand reimburse the Administrative Agent and the Lenders (without duplication) any Lender for any increase in the cost payment it makes to the Administrative Agent and/or Issuing Bank under this Subclause.
(e) The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the Lenders (as applicable)ultimate balance of all sums payable by that Borrower or that Lender under or in connection with any Letter of Credit, or reduction in the amount regardless of any sum receivable intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by the Administrative Agent and/or the Lenders any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (as applicablewhether or not known to it or any other person), in respect, or as a result of. This includes:
(Ai) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment (however fundamental) of a reasonable and fair basis for calculating such rateFinance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vii) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether viii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 2 contracts
Sources: Finance Agreement, Credit Facilities Agreement (Imperial Tobacco Group PLC)
Indemnities. In addition 6.1 The Seller shall be liable for all costs, charges, expenses, liabilities and obligations (including in respect of the Burdened Interest as defined in the JOA in respect of the Interests (together “Obligations”) which accrue in or relate to any period before the Economic Date and the Seller shall be entitled to all income, receipts, rebates, credits and other benefits in respect of the Interests (together “Benefits”) which accrue in or relate to any period before the Economic Date.
6.2 The Purchaser shall be liable for all Obligations and entitled to all Benefits which accrue in or relate to any period on or after the Economic Date.
6.3 Subject to Clauses 7 and 12 and save to the LIBOR Rate Loan Prepayment Feeextent that the Consideration includes any adjustment under Clause 3 which already takes account of any of the following (with the intent that there shall be no-double – counting) :-
6.3.1 if any Obligations are incurred by the Seller in respect of any period on or after the Economic Date, the Borrowers jointly Purchaser shall reimburse and severally agree indemnify the Seller in respect thereof;
6.3.2 if any Obligations are incurred by the Purchaser in respect of any period prior to the Economic Date, the Seller shall reimburse and indemnify the Purchaser in respect thereof;
6.3.3 if any Benefits accrue to the Seller in respect of any period on or after the Economic Date, the Seller shall account to and reimburse the Administrative Agent and the Lenders (without duplication) for Purchaser in respect thereof; and
6.3.4 if any increase in the cost Benefits accrue to the Administrative Agent and/or the Lenders (as applicable), or reduction Purchaser in the amount respect of any sum receivable by period prior to the Administrative Agent and/or Economic Date, the Lenders (Purchaser shall account to and reimburse the Seller in respect thereof and any such reimbursements shall be treated as applicable), in respect, further adjustments to the Purchase Price.
6.4 Any amount to be paid or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans reimbursed in accordance with the borrowing request thereof;
Clause 6.3 or any other provision of this Clause 6 shall be paid or reimbursed within ten (C10) any LIBOR Rate Loans not being continued asBusiness Days of receipt thereof (or, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination case of Obligations, within ten (10) Business Days of receipt of notification from the Administrative AgentParty which has incurred such Obligations) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit relevant Seller Account or for the benefit of the Lenders Purchaser Account (as the case may be) within five (5) days unless otherwise intimated in writing).
6.5 For the avoidance of its receipt of such noticedoubt, and such notice without prejudice to the provisions of Clauses 6.1, 6.2 and 6.3, any Benefits or Obligations accruing in respect of the Interests in the form of amounts receivable or payable resulting from any adjustment in relation to the operation of, and expenditure attributable to, the Interests in the period prior to the Economic Date shall accrue to the Seller.
6.6 Notwithstanding any other provision of this Agreement (but without prejudice to the Warranty in Clause 7.14), the Purchaser shall at its cost and expense perform and shall, in to the absence extent of manifest errorthe Interests, be conclusive responsible for all Decommissioning Liabilities and binding all Environmental Liabilities whether arising before, on or after the Borrowers. The Borrowers understand, agree Economic Date and acknowledge shall indemnify and hold the following: (i) neither the Administrative Agent nor Seller and its Affiliates harmless against all and any Lender has any obligation to purchase, sell and/or match funds Losses and Expenses however arising out of or in connection with any and all Decommissioning Liabilities and any and all Environmental Liabilities, in each case to the use extent of the LIBOR Rate as Interests and regardless of whensoever such Decommissioning Liabilities or Environmental Liabilities may arise or may have arisen and whether before, on or after the Economic Date and regardless of whosoever is or was a basis licensee under the Licence(s) or owned or leased the relevant property.
6.7 The Purchaser shall promptly notify the Seller of any circumstances of which the Purchaser becomes aware and for calculating which the rate of interest on a LIBOR Rate LoanSeller may have any benefit or liability under Clause 6.1 and/or Clause 6.3 and, (ii) if requested by notice in writing by the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rateSeller, the LIBOR Rate Loan Prepayment FeePurchaser shall use its reasonable endeavours to defend or pursue any claim on behalf of the Seller and shall act in accordance with the Seller’s reasonable instructions in respect thereof. In such event, the Seller shall indemnify the Purchaser in respect of all costs, claims and other funding losses incurred damages suffered by the Administrative Agent and/or Purchaser in defending or pursuing such a claim on the Lenders Seller’s behalf and acting in accordance with the Seller’s reasonable instructions.
6.8 The rights and obligations in this Clause 6 shall not come into effect unless and until Completion takes place and for the avoidance of doubt any payments arising under this Clause 6 shall be made after the Completion Date. All adjustments and reimbursements made and the ascertainment of all Obligations and Benefits under this Clause 6 shall be calculated using the Accruals Basis of Accounting.
6.9 Notwithstanding any other provision of this Agreement, the Seller shall at its cost and expense perform and shall, be responsible for all Future Payment Liabilities whether arising before, on or after the Economic Date and shall indemnify and hold the Purchaser and its Affiliates (as including for this purpose Edison S.p.A and its Affiliates) harmless against all and any Losses and Expenses however arising out of or in connection with any and all Future Payment Liabilities regardless of whensoever such Future Payment Liabilities may arise or may have arisen and whether before, on or after the case Economic Date and regardless of whosoever is or was a licensee under the Licence(s) or owned or leased the relevant property. Furthermore the Seller shall indemnify and hold the Purchaser harmless against any breach of the Warranty contained in Clause 7.1.19.
6.10 The Seller shall ensure that there are no obligations outstanding at Completion to sell gas or any other Petroleum products relating to the Interests to any person and that (without limitation to the generality thereof) all commitments under the Forward Gas Sales Agreement which may be)relate to the Interests have been terminated. The Borrowers further agree to pay Furthermore the LIBOR Rate Loan Prepayment Fee Seller shall indemnify and other funding losses, if any, whether hold the Buyer harmless against any Losses and Expenses however arising out of or not in connection with any breach of the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsWarranty contained in Clause 7.1.18.
Appears in 2 contracts
Sources: Sale and Purchase Agreement, Sale and Purchase Agreement (Atp Oil & Gas Corp)
Indemnities. In addition 3.10.1 The Borrower shall indemnify the Lender for all losses (excluding lost profits), costs, expenses, damages and liabilities (including, without limitation, any loss, cost, expense, damage or liability sustained by the Lender in connection with the liquidation or re-employment in whole or in part of deposits or funds borrowed or acquired by it to make any Loan, but excluding any costs, expenses, damages or liabilities attributable to the LIBOR Rate Loan Prepayment Feegross negligence, wilful misconduct, fraud or illegal act of the Borrowers jointly and severally agree to reimburse Lender), which the Administrative Agent and Lender may sustain or incur: (i) in connection with the Lenders use of the proceeds of the Credit Facility; (without duplicationii) if for any increase reason an Advance by way of LIBOR loan is not obtained on the date specified therefor in any Borrowing Notice, (iii) if the Borrower fails to give any notice required to be given by it hereunder, in the cost to manner and at the Administrative Agent and/or the Lenders time specified herein, (as applicable)iv) if for any reason any payment of any Libor Loan or Bankers’ Acceptance, or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable)portion thereof, in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans occurs on a date other than which is not a Expiry Date in respect thereof, (v) with respect to any Bankers’ Acceptance dealt with by the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued asprovisions hereof, or converted into, LIBOR Rate Loans in accordance with (vi) as a consequence of any other default by the applicable LIBOR Election Form and Certification thereof, or
(D) Borrower to repay any costs associated with marking to market any Hedging Obligations that (in when required by the reasonable determination terms of this Agreement. A certificate of the Administrative Agent) are required Lender setting forth the amounts necessary to be terminated as a result indemnify the Lender in respect of any conversionsuch losses, repayment costs, expenses, damages or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts liabilities shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shallprima facie evidence, in the absence of manifest error, be conclusive and binding on of the Borrowersamounts owing under this section 3.10. The Borrowers understandBorrower shall pay the Lender the amount shown on such certificate within ten Banking Days of receipt thereof.
3.10.2 Without limiting the generality of the indemnity set out in section 3.10.1, agree the Borrower hereby further agrees to indemnify, exonerate and acknowledge hold the following: Lender free and harmless from and against any and all claims, demands, actions, causes of action, suits, losses, costs, charges, liabilities and damages, and expenses in connection therewith, including, without limitation, reasonable legal fees and reasonable out of pocket disbursements, and amounts paid in settlement of any and every kind whatsoever paid, incurred or suffered by, or asserted against, the Lender for, with respect to, or as a direct or indirect result of, (i) neither the Administrative Agent nor presence on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any Lender has real property legally or beneficially owned (or any obligation to purchaseestate or interest which is owned), sell and/or match funds in connection with leased, used, operated, managed or controlled by the use Borrower or any Subsidiary of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, any hazardous substance or (ii) the LIBOR Rate may be used merely as a reference in determining such ratebreach or violation of any Environmental Laws by the Borrower or any Subsidiary regardless of whether caused by, and (iii) or within the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such ratecontrol of, the LIBOR Rate Loan Prepayment FeeBorrower or any Subsidiary, and other funding losses incurred by except for any such liabilities which a court of competent jurisdiction determined arose on account of the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding lossesLender’s gross negligence, if anywilful misconduct, whether fraud or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsillegal act.
Appears in 2 contracts
Sources: Credit Agreement (Usg Corp), Credit Agreement (Usg Corp)
Indemnities. In addition (a) Company shall indemnify, defend and hold harmless Bank against all liabilities, expense, claim, loss, damage or cost of any nature (including but not limited to allocated costs of in-house legal services and other reasonable attorney’s fees) and any other fees and expenses, whether to Bank or to third parties (“Losses”) in any way arising out of or relating to this Agreement, including all costs of settlement of claims. This section does not apply to any Losses to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree extent directly attributable to reimburse the Administrative Agent and the Lenders (without duplication) for any increase gross negligence or intentional misconduct of Bank as determined by a court of competent jurisdiction in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:final non-appealable order.
(Ab) any conversion or repayment or prepayment To the extent such obligations of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans indemnity are not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable satisfied by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) Company within five (5) days Banking Days after demand on Company by Bank, Agent shall indemnify, defend and hold harmless Bank against all Losses Bank may suffer or incur as a result of its following any instructions received from Agent pursuant to the Activation Notice other than Losses to the extent directly attributable to Bank’s gross negligence or intentional misconduct as determined by a court of competent jurisdiction in a final non-appealable order.
(c) Company shall pay to Bank, upon receipt of such noticeBank’s invoice, all costs, expenses and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: attorneys’ fees (iincluding allocated costs for in-house legal services) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds incurred by Bank in connection with the use enforcement of this Agreement or any related instrument or agreement, including but not limited to any costs, expenses and fees arising out of the LIBOR Rate as resolution of any conflict, dispute, motion regarding entitlement to rights or rights of action, or other action relating to Bank’s rights or obligations in a basis case arising under ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code. Company agrees to pay Bank, upon receipt of Bank’s invoice, all costs, expenses and attorneys’ fees (including allocated costs for calculating the rate of interest on a LIBOR Rate Loan, (iiin-house legal services) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by Bank in the Administrative Agent and/or the Lenders preparation and administration of this Agreement or any related instrument or agreement (as the case may beincluding any amendments thereto). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.
Appears in 2 contracts
Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Indemnities. In addition (a) Each Borrower shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Revolving Facility Lender shall (according to its Proportion in relation to the LIBOR Rate Loan Prepayment FeeRevolving Facility) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Borrowers jointly Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Senior Finance Document).
(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) above and severally agree shall instead be deemed to reimburse have taken, on the Administrative Agent and date the Lenders Letter of Credit or Bank Guarantee is issued (without duplication) for any increase or if later, on the date the Lender’s participation in the cost Letter of Credit or Bank Guarantee is transferred or assigned to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans that Revolving Facility Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Revolving Facility Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion in relation to the Revolving Facility of the amount demanded.
(Cd) The Borrower which requests a Letter of Credit or Bank Guarantee shall immediately within 3 Business Days of demand reimburse any LIBOR Rate Loans not being continued as, Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of that Letter of Credit or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, orBank Guarantee.
(De) any costs associated with marking The obligations of each Lender under this Clause 7.3 are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit or Bank Guarantee, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender under this Clause 7.3 will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause 7.3, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause 7.3 (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or Bank Guarantee or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group or any other person;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or Bank Guarantee or any other person;
(v) any amendment or restatement (however fundamental) or replacement of a Senior Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Letter of Credit or Bank Guarantee or any other document or security; or
(vii) any insolvency or similar proceedings.
(g) The provisions of this Clause 7.3 shall survive the LIBOR Rate Loan Prepayment Fee, and termination of all other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsprovisions of this Agreement.
Appears in 2 contracts
Sources: Senior Facility Agreement (Inmarsat Holdings LTD), Senior Facility Agreement (Inmarsat Launch CO LTD)
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(Cd) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender or Borrower in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 2 contracts
Sources: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Indemnities. In addition 9.1 Without limiting the rights of the Buyer to claim damages for breach of the Seller’s Warranties on a warranty basis, the Seller shall indemnify the Buyer against all Losses arising from or in connection with any liability (except to the LIBOR Rate Loan Prepayment Fee, extent taken into consideration in the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders Completion Accounts):
(without duplicationa) for Taxes, claims and assessments (including any increase late payment interest) from any Taxation Authority arising from or in the cost connection with payments made to the Administrative Agent and/or Seller pursuant to the Lenders (as applicable)Transaction Documents, or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoTransaction Taxes;
(Bb) for Tax liabilities of the Company and/or its Subsidiaries (including any loans not being made late payment interest) arising with respect to the period prior to, or arising as LIBOR Rate Loans a consequence of any event which occurred before, Completion, over and above any reserve for Taxes reflected in accordance with the borrowing request thereofAccounts and/or the Completion Accounts;
(Cc) in the event of any LIBOR Rate Loans not being continued asinvestigation, enquiry, demand or converted into, LIBOR Rate Loans in accordance claim by any Taxation Authority related to or with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination affairs of the Administrative Agent) are required to be terminated as a result Buyer arising from or out of any conversion, repayment actual or prepayment alleged Tax liability of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds Seller in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if anytransactions contemplated herein, whether or not legitimate or valid under applicable laws, the Administrative Agent Seller shall reimburse the Buyer for all costs and expenses incurred by the Buyer in relation thereto, including fees of legal counsel, tax advisers and accountants;
(d) arising from the failure to obtain the TRC;
(e) arising from any claims made under the guarantee from Oman International Bank on behalf of Willbros Engineers (UAE) Branch expiring 19 March 2013;
(f) subject to schedule 4, arising from any claims made in respect of projects completed by the Company and its Subsidiaries within the ten year period ending on the date of Completion;
(g) in respect of claims relating to employee end of service benefits, gratuities and/or pensions arising as a consequence of the Lenders elect policy followed by the Company and its Subsidiaries in respect of dismissing and immediately re-hiring employees on an annual basis, up to purchaseand including the date of Completion; and
(h) arising as a consequence of the 2009 merger between Willbros International Equipment Limited and International Pipeline Equipment Inc.
9.2 Without limiting the rights of the Seller to claim damages for breach of the Buyer’s warranties on a warranty basis, sell the Buyer shall indemnify the Seller against all Losses arising from or in connection with any liability:
(a) for Taxes, claims and assessments (including any late payment interest) from any Taxation Authority arising from or in connection with payments made to the Buyer pursuant to the Transaction Documents, other than Transaction Taxes;
(b) for Tax liabilities of the Company and/or match fundsits Subsidiaries (including any late payment interest) arising with respect to any period after, or arising as a consequence of any event which occurred after, Completion; and
(c) in the event of any investigation, enquiry, demand or claim by any Taxation Authority related to or with the affairs of the Seller arising from or out of any actual or alleged Tax liability of the Buyer in connection with the transactions contemplated herein, whether or not legitimate or valid under applicable laws, the Buyer shall reimburse the Seller for all costs and expenses incurred by the Seller in relation thereto, including fees of legal counsel, tax advisers and accountants.
9.3 The Seller and the Buyer shall share equally the responsibility for any Transaction Taxes.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Willbros Group, Inc.\NEW\)
Indemnities. In addition (a) Each Borrower shall within three Business Days of demand indemnify each Fronting Bank against any cost, loss or liability incurred by it (otherwise than by reason of that Fronting Bank’s gross negligence or wilful misconduct) in acting as the Fronting Bank under a Letter of Credit requested by that Borrower.
(b) Any Lender which is participating in a Letter of Credit shall (according to its L/C Proportion) immediately on demand indemnify the relevant Fronting Bank against any cost, loss or liability incurred by that Fronting Bank (otherwise than by reason of that Fronting Bank’s gross negligence or wilful misconduct) in acting as the Fronting Bank under any Letter of Credit, including, without limitation, any amount paid by that Fronting Bank under that Letter of Credit, whether or not demand has been made on the Borrower in respect of that amount (in each case, unless the Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or, if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the relevant Fronting Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit shall within three Business Days of demand by the Agent reimburse any LIBOR Rate Loans not being continued asLender for any payment it makes to a Fronting Bank under this clause 13.5 in respect of that Letter of Credit (and, or converted intoif such reimbursement occurs after the date upon which that Lender has made such payment to that Fronting Bank, LIBOR Rate Loans in accordance with that Borrower shall also pay that Lender interest for the applicable LIBOR Election Form period between payment by the Lender and Certification thereofreimbursement by the Borrower, orat a rate per annum equal to the aggregate of the rate certified by that Lender to be its cost of funding such payment and the Margin).
(De) any costs associated with marking The obligations of each Lender under this clause 13 are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender under this clause 13 will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this clause 13, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this clause 13 (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor, any beneficiary under a Letter of Credit or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any Security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or Security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or Security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition 7.3.1 The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee requested by (or on behalf of) the Borrower.
7.3.2 Each Lender shall (according to its Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or after the Termination Date under or in connection with a Surviving Bank Guarantee) in acting as the Issuing Bank under any Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
7.3.3 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with clause 7.3.2 above, then that Lender will not be obliged to comply with clause 7.3.2 above and shall instead take all steps required to ensure that, on the date the Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Bank Guarantee is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereofterms of this Agreement), it assumes a participation in the Bank Guarantee in an amount equal to its Guarantee Proportion of that Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Guarantee Proportion of the amount demanded.
7.3.4 The Borrower which requested (or on behalf of which the Parent requested) a Bank Guarantee shall immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this clause 7.3 in respect of that Bank Guarantee.
7.3.5 The obligations of each Lender under this clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
7.3.6 The obligations of any Lender or Borrower under this clause 7.3 will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause 7.3 (whether or not known to it or any other person) including:
(a) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or any other person;
(Cb) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the ZPR Group;
(c) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non presentation or non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any LIBOR Rate Loans not being continued asincapacity or lack of power, authority or converted intolegal personality of or dissolution or change in the members or status of an Obligor or any beneficiary under a Bank Guarantee or any other person;
(e) any amendment (however fundamental) or replacement of a Finance Document, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereofany Bank Guarantee or any other document or security;
(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Bank Guarantee or any other document or security; or
(Dg) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit extent legally possible, any insolvency or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Mercer International Inc.)
Indemnities. In addition 14.01 The Borrower shall indemnify the Lender, without prejudice to any of its other rights under this Agreement against any losses, costs, charges or expenses which the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders Lender sustains or incurs as a consequence of (without duplicationi) for any increase default in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount payment of any sum receivable by amount payable under this Agreement when due, (ii) the Administrative Agent and/or the Lenders occurrence of any Event of Default, (as applicable), in respect, or as a result of:
(Aiii) any conversion or repayment or prepayment of the principal amount of Loan or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not part thereof being made as LIBOR Rate Loans otherwise than in accordance with the borrowing request terms hereof including but without limitation to any loss, cost, charge or expense sustained or incurred in liquidation or otherwise employing deposits from third parties acquired or arranged to fund or maintain the Loan or any part(s) thereof;
; or (Civ) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with breach by the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination Borrower of the Administrative Agent) are required to be terminated as a result representations and warranties made hereunder.
14.02 In respect of any conversionClause 14.01 (i)–(iii), repayment or prepayment the certificate of the principal amount of any LIBOR Rate Loan on a date other than Lender setting out the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of computation of, and basis for, any such eventlosses, such notice to statecosts, in reasonable detail, the reasons therefor charges and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice expenses shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower.
14.03 United States Dollars shall be the currency of account and of payment in respect of sums payable under this Agreement. The Borrowers understandIf an amount is received in another currency, agree pursuant to a judgment or order or in the liquidation of the Borrower or otherwise, the Borrower’s obligations under this Agreement shall be discharged only to the extent that the Lender may purchase United States Dollars with such other currency in accordance with normal banking procedures upon receipt of such amount. If the amount in United States Dollars which may be purchased, after deducting any costs of exchange and acknowledge any other related costs, is less than the following: relevant sum payable under this Agreement, the Borrower shall indemnify the Lender against the shortfall. This indemnity shall be an obligation of the Borrower independent of and in addition to its other obligations under this Agreement and shall take effect notwithstanding any time or other concession granted to the Borrower or any judgment or order being obtained or the filing of any claim in the liquidation, dissolution or bankruptcy (ior analogous process) neither of the Administrative Agent nor Borrower.
14.04 If an Event of Default has occurred the Lender shall have the right, without notice to the Borrower or any Lender has other person, to set off and apply any obligation credit balance on any account (whether subject to purchase, sell and/or match funds notice or not and whether matured or not and in connection whatever currency) of the Borrower with the use Lender and any other indebtedness owing by the Lender to the Borrower, against the liabilities of the LIBOR Rate Borrower under this Agreement, and the Lender is authorised to purchase with the monies standing to the credit of any such account such other currencies as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such ratenecessary for this purpose. This Clause shall not affect any general or banker’s lien, and (iii) right of set-off or other right to which the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case Lender may be)be entitled. The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.INNOVATIVE • GLOBAL • INVESTMENTS Room 2002 / 20th Floor / Fairmont House / ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇▇▇ / ▇▇▇▇ ▇▇▇▇
Appears in 1 contract
Sources: Loan Agreement (Shortall Alan)
Indemnities. In addition Without limiting any other rights that any Beneficiary may otherwise have hereunder or under applicable law, the Originator shall pay, and shall indemnify on an after-Tax basis each Beneficiary for, any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (collectively, the “Indemnified Losses”) arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or the acquisition of any portion of the Sold Interest, excluding only Indemnified Losses to the LIBOR Rate Loan Prepayment Feeextent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Beneficiary seeking indemnification, (b) solely due to the credit risk of an Obligor and for which reimbursement would constitute recourse for uncollectible Receivables, (c) a breach by the Seller of any of its representations and warranties or obligations under the Transaction Documents or (d) such Indemnified Losses include Taxes on, or measured by, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment overall net income of the principal amount of Agent or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Purchaser computed in accordance with the borrowing request thereofIntended Tax Characterization. Without limiting the foregoing indemnification, the Originator shall indemnify each Beneficiary for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to the Seller or the Collection Agent, but otherwise subject to the limitations in clauses (a) - (d) of the preceding sentence) relating to or resulting from:
(a) any representation or warranty made by the Originator or the Collection Agent (or any employee or agent of the Originator or the Collection Agent) under or in connection with any of the Transaction Documents, any Periodic Report or any other information or report delivered by the Originator or the Collection Agent pursuant thereto having been false or incorrect in any material respect when made or deemed made;
(Cb) the failure by the Originator or the Collection Agent to comply with any applicable law, rule or regulation related to any Receivable, or the nonconformity of any Receivable with any such applicable law, rule or regulation;
(c) any LIBOR Rate Loans commingling of funds by the Originator or the Collection Agent to which the Agent or any Purchaser is entitled under the Transaction Documents with any other funds;
(d) any failure of a Lock-Box Bank to comply with the terms of the applicable Lock-Box Letter;
(e) any dispute, claim, offset or defense (other than discharge in bankruptcy of the Obligor) of the Obligor to the payment of any Receivable not being continued asarising from the financial ability of any Obligor to pay undisputed indebtedness, or converted into, LIBOR Rate Loans any other claim resulting from the sale or lease of goods or the rendering of services related to such Receivable or the furnishing or failure to furnish any such goods or services or other similar reason not arising from the financial ability of any Obligor to pay undisputed indebtedness;
(f) any failure of the Originator or any Affiliate thereof (other than the Seller) to perform its duties or obligations in accordance with the applicable LIBOR Election Form and Certification thereof, provisions of any Transaction Document to which such Person is a party; or
(Dg) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination environmental liability claim, product liability claim or personal injury or property damage suit or other similar or related claim or action arising out of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.any Receivable
Appears in 1 contract
Indemnities. In addition Each Pledgor agrees to indemnify and hold harmless Agent from and against, and to reimburse Agent for all reasonable out of pocket costs and expenses, including reasonable attorneys’ fees, in connection with any and all claims, demands, actual losses, judgments and liabilities (including liabilities for penalties) of whatever kind or nature to the LIBOR Rate Loan Prepayment Fee, extent arising in connection with this Agreement or the Borrowers jointly and severally agree to reimburse the Administrative exercise by Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative right or remedy granted to it hereunder, except for those arising from Agent’s gross negligence, fraud, bad faith or willful misconduct. In no event shall Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) be liable to any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shallPledgor, in the absence of manifest errorgross negligence, be conclusive and binding fraud, bad faith or willful misconduct on the Borrowers. The Borrowers understandAgent’s part, agree and acknowledge the following: (i) neither the Administrative Agent nor for any Lender has any obligation to purchase, sell and/or match funds matter or thing in connection with any such matter. If and to the use extent that the obligations of each Pledgor under this Section 2.4 are unenforceable for any reason, each Pledgor hereby agrees to make the maximum contribution to the payment and satisfaction of such obligations which is permissible under applicable law.Further Assurances. Each Pledgor shall cause to be filed and recorded at its sole cost and expense such UCC financing statements, in all applicable recording offices of each applicable jurisdiction, as are required to perfect the security interest of Agent in the Pledged Collateral (to the extent such interest is able to be perfected by filing), and will promptly provide Agent with certified copies thereof with evidence of recording indicated thereon. In addition, each Pledgor shall, at such Pledgor’s sole cost and expense, from time to time as reasonably requested by Agent in writing, execute, acknowledge, record, register, file and/or deliver to Agent such other instruments, certificates and documents (including UCC financing statements) as Agent may reasonably request to evidence, confirm, perfect and maintain the liens granted or intended to be granted to Agent by this Agreement, and shall reasonably cooperate with Agent and perform all additional acts which are necessary to effect the purposes of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loanforegoing, (ii) the LIBOR Rate may be used merely as a reference in determining provided that under no circumstances shall any such rateinstruments, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating certificates, documents and/or additional acts increase such ratePledgor’s obligations under this Agreement or otherwise, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree or require such Pledgor to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether provide any additional representations or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundswarranties.
Appears in 1 contract
Sources: Collateral Transfer and Settlement Agreement (Gramercy Capital Corp)
Indemnities. In addition (a) The Affected LG User shall, within 10 Business Days as from any notice of the Administrative Agent to that effect, indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) the Affected LG User.
(b) Each Participating Bank shall (according to its Proportion), within 5 Business Days as from any notice of the Administrative Agent to that effect and unless the Issuing Bank has been reimbursed by the Affected LG User or the Guarantor pursuant to the LIBOR Rate Loan Prepayment FeeFlowserve Corporation Guarantee, indemnify the Borrowers jointly and severally agree Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (including, without limitation, any losses as a result of the failure of an Affected LG User or the Guarantor to reimburse the Administrative Agent and the Lenders (without duplication) Issuing Bank in full for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable Claim pursuant to Clause 10.3(a) (otherwise than by reason of the Administrative Agent and/or Issuing Bank’s gross negligence or wilful misconduct) in acting as the Lenders Issuing Bank under any Letter of Credit.
(as applicable)c) The Affected LG User shall immediately on demand reimburse any Participating Bank for any payment it makes to the Issuing Bank under this Clause in respect of a Letter of Credit.
(d) The obligations of any Participating Bank or an Obligor under this Clause will not be affected by any act, in respectomission, matter or as a result ofthing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(Ai) any conversion time, waiver or repayment consent granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date Obligor, any Beneficiary or any other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) the release of any loans not being made as LIBOR Rate Loans in accordance other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the borrowing request thereofFlowserve Group;
(Ciii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any Beneficiary or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any LIBOR Rate Loans not being continued asincapacity or lack of power, authority or converted intolegal personality of or dissolution or change in the members or status of an Obligor, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, orany Beneficiary or any other person;
(Dv) any costs associated with marking to market amendment (however fundamental) or replacement of a Finance Document, any Hedging Obligations that Letter of Credit or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security;
(vii) any insolvency or similar proceedings;
(viii) the existence of any claim, setoff, defense, counterclaim or other right which an Obligor or any member of the Flowserve Group may have at any time against a beneficiary named in the reasonable determination a Letter of Credit, any transferee of any Letter of Credit (or any person for whom any such transferee may be acting), the Administrative Agent) are required to be terminated as a result , any Participating Bank, or any other person, whether in connection with this Agreement, any Letter of Credit, the transactions contemplated herein or any conversionunrelated transactions (including any underlying transaction between the Affected LG User, repayment the Guarantor or prepayment any member of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of Flowserve Group;
(ix) the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsDefault.
Appears in 1 contract
Sources: Letter of Credit Facility Agreement (Flowserve Corp)
Indemnities. In addition (a) Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Each Tranche C Lender must immediately on demand (to be issued directly by the Issuing Bank) directly indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost except to the Administrative Agent and/or extent that the Lenders (as applicable), loss or reduction in the amount of any sum receivable liability is directly caused by the Administrative gross negligence or wilful misconduct of the Issuing Bank.
(c) The Facility Agent and/or must, upon request by the Lenders Issuing Bank, provide to the Issuing Bank any relevant details of each Tranche C Lender for the purposes of issuing a demand under paragraph (as applicable)b) above.
(d) A Tranche C Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, in respect, adjusted to reflect any subsequent assignment or as a result oftransfer under this Agreement.
(e) The Issuing Bank must promptly notify the Facility Agent:
(Ai) upon issuing a demand pursuant to paragraph (b) above; and
(ii) upon receipt from a Tranche C Lender of any amounts referred to under paragraph (b) above.
(f) The relevant Borrower must immediately on demand reimburse any Lender for any payment it makes to the Issuing Bank under this Subclause.
(g) The obligations of each Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or that Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(h) The obligations of each Borrower and each Lender under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any other person). This includes:
(i) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets (present or future) of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment of a reasonable and fair basis for calculating such rateFinance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vii) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether viii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition (a) The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by the Borrower pursuant to a Finance Document).
(c) The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the LIBOR Rate Loan Prepayment FeeIssuing Bank under this Clause 58.4 (Indemnities) in respect of that Letter of Credit.
(d) obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders regardless of any intermediate payment or discharge in whole or in part.
(e) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(Ai) any conversion time, waiver or repayment consent granted to, or prepayment composition with, the Borrower, any beneficiary under a Letter of the principal amount of any LIBOR Rate Loans on a date Credit or other than the scheduled last day of the Interest Period applicable theretoperson;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of the Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the Borrower, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Facility Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Facility Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Subordinated Secured Term and Letter of Credit Facility Agreement (Cascal B.V.)
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit shall immediately on demand reimburse any Lender for any payment it makes to the LIBOR Rate Loan Prepayment FeeIssuing Bank under this Clause 7.3 in respect of that Letter of Credit.
(d) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders regardless of any intermediate payment or discharge in whole or in part.
(e) The obligations of any Lender or Borrower under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(Ai) any conversion time, waiver or repayment consent granted to, or prepayment composition with, any Obligor, any beneficiary under a Letter of the principal amount of Credit or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: £200,000,000 Multi Currency Term, Revolving Credit Facilities Agreement (Iron Mountain Inc)
Indemnities. In addition 6.9.1 Save to the LIBOR Rate extent that any Loan Prepayment Feeis made pursuant to Clause 6.8 (Loans to cover demands) in respect of any claim, the Borrowers jointly Borrower shall immediately on demand indemnify the Fronting Bank against payment made, or any cost, loss or liability incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank's gross negligence or wilful misconduct) in acting as the fronting bank under any Letter of Credit requested by the Borrower.
6.9.2 Save to the extent that any Loan is made pursuant to Clause 6.8 (Loans to cover demands) in respect of any claim, each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Fronting Bank against any payment made, or cost, loss or liability incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank's gross negligence or wilful misconduct) in acting as the fronting bank under any Letter of Credit (unless the Fronting Bank has been reimbursed by the Borrower pursuant to a Finance Document).
6.9.3 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 6.9.2), then that Lender will not be obliged to comply with Clause 6.9.2 and severally agree shall instead be deemed to have taken, on the first day of the Term of that Letter of Credit (or if later, on the date the Lender's participation in that Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On Index receipt of demand from the relevant Facility Agent, that Lender shall pay to the relevant Facility Agent (for the account of the Fronting Bank) an amount equal to its L/C Proportion of the total amount demanded under Clause 6.9.2.
6.9.4 The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the Administrative Agent Fronting Bank under this Clause 6.9 (Indemnities) in respect of that Letter of Credit.
6.9.5 The obligations of each Lender under this Clause 6.9 (Indemnities) are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
6.9.6 The obligations of each Lender under this Clause 6.9 (Indemnities) will not be affected by (and the Lenders intention of each Lender is that its obligation shall continue in full force and effect notwithstanding) any act, omission, matter or thing which, but for this Clause 6.9.6, would reduce, release or prejudice any of its obligations under this Clause 6.9 (Indemnities) (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(A) any conversion time, waiver or repayment consent granted to, or prepayment composition with, any Obligor, any beneficiary under a Letter of the principal amount of Credit or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(B) the release of any loans not being made as LIBOR Rate Loans in accordance Obligor or any other person under the terms of any composition or arrangement with the borrowing request thereofany creditor of any Obligor or any other person;
(C) any LIBOR Rate Loans not being continued asthe taking, variation, compromise, exchange, renewal or release of, or converted intorefusal or neglect to perfect, LIBOR Rate Loans take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or any other person or any non-presentation or non-observance of any formality or other requirement in accordance with respect of any instrument or any failure to realise the applicable LIBOR Election Form and Certification thereof, orfull value of any security;
(D) any costs associated with marking to market any Hedging Obligations that (incapacity or lack of power, authority or legal personality of or dissolution or change in the reasonable determination members or status of the Administrative Agentan Obligor, any beneficiary under a Letter of Credit or any other person;
(E) are required to be terminated as a result of any conversionamendment, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such eventnovation, such notice to statesupplement, in reasonable detailextension, the reasons therefor restatement (however fundamental and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not more onerous) or replacement of any Finance Document, any Letter of Credit or any other document or security including any change in the Administrative Agent and/or purpose of, any extension of or any increase in any facility or the Lenders elect to purchaseaddition of any new facility under any Finance Document or other document or security;
(F) any unenforceability, sell and/or match funds.illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or
(G) any insolvency or similar proceedings. Index
Appears in 1 contract
Sources: Senior Secured Multicurrency Credit Facility Agreement (Carrizo Oil & Gas Inc)
Indemnities. In addition 8.6.1 Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability (including, without limitation, arising from any action or proceeding or claim but excluding any loss or liability relating to Taxes) which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
8.6.2 Each Lender must immediately on demand indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor, except to the Borrowers jointly and severally agree extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
8.6.3 A Lender’s share of the liability or loss referred to in sub-clause 8.6.2 above will be its Pro Rata Share on the Utilisation Date, adjusted to reflect any subsequent assignment or transfer under this Agreement.
8.6.4 The relevant Borrower must immediately on demand reimburse the Administrative Agent and the Lenders (without duplication) any Lender for any increase in the cost payment it makes to the Administrative Agent and/or Issuing Bank under this sub-clause.
8.6.5 The obligations of each Lender under this Clause are continuing obligations and will extend to the Lenders (as applicable)ultimate balance of all sums payable by that Lender under or in connection with any Letter of Credit, or reduction in the amount regardless of any sum receivable intermediate payment or discharge in whole or in part.
8.6.6 The obligations of any Lender under this Clause will not be affected by the Administrative Agent and/or the Lenders any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (as applicablewhether or not known to it or any other person), in respect, or as a result of. This includes:
(Aa) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bb) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(Cc) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(d) any LIBOR Rate Loans not being continued asnon-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(e) any incapacity or lack of power, authority or converted intolegal personality of or dissolution or change in the members or status of any person;
(f) any amendment (however fundamental) of a Finance Document, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, any Letter of Credit or any other document or security; or
(Dg) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result unenforceability, illegality or invalidity of any conversion, repayment or prepayment of the principal amount obligation of any LIBOR Rate Loan on a date person under any Finance Document, any Letter of Credit or any other than document or security. However, nothing in this Clause 8 shall oblige any Lender to indemnify the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers Issuing Bank in writing of the occurrence respect of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost loss or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses liability which is incurred by the Administrative Agent and/or Issuing Bank in respect of a Permitted Long-Term LC after the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsFinal Maturity Date.
Appears in 1 contract
Sources: Facilities Agreement (Royal Ahold)
Indemnities. In addition to 1.4.1 The Authority shall indemnify and keep indemnified in full the LIBOR Rate Loan Prepayment Fee, Contractor (for itself and for the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplicationbenefit of each relevant Sub- Contractor) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable against all Direct Losses incurred by the Administrative Agent and/or the Lenders (as applicable), Contractor or any relevant Sub-Contractor in respect, connection with or as a result of:
(Aa) a breach by the Authority of its obligations under clause 1.3.1; and
(b) subject to clause 1.4.4 any conversion claim or repayment demand by any Transferring Employee that arises from any act, fault or prepayment omission of the principal amount of Authority in relation to any LIBOR Rate Loans on a such employee prior to the date other than the scheduled last day of the Interest Period applicable thereto;Relevant Transfer (save where such act, fault or omission arises as a result of the Contractor’s or any relevant Sub-Contractor’s failure to comply with Regulation 13 of TUPE) and any such claim is not in connection with the Relevant Transfer.
(B) 1.4.2 Where any loans not being made as LIBOR Rate Loans liability in relation to any Transferring Employee, in respect of his or her employment by the Authority or its termination which transfers in whole or part in accordance with TUPE and/or the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated Directive arises partly as a result of any conversionact or omission occurring on or before the Service Transfer Date and partly as a result of any act or omission occurring after the Service Transfer Date, repayment the Authority shall indemnify and keep indemnified in full the Contractor or prepayment the relevant Sub-Contractor against only such part of the principal amount Direct Losses sustained by the Contractor or any Sub-Contractor in consequence of the liability as is reasonably attributable to the act or omission occurring before the Service Transfer Date.
1.4.3 The indemnities contained in clause 1.4.1 shall apply as if references in those clauses to any Transferring Employee also included a reference to any Relevant Employee and references to any act, fault or omission of the Authority also included a reference to the relevant Third Party Contractor employer of the Relevant Employee prior to the Service Transfer Date to the extent that the Authority recovers any sum in respect of the subject matter of those indemnities from such Third Party Contractor under any indemnity or other legal entitlement it has against such Third Party Contractor. The Authority will use all reasonable endeavours to recover any such sums under any such entitlement as is mentioned in this clause 1.4.3.
1.4.4 The Contractor shall indemnify and keep indemnified in full the Authority, and at the Authority's request each and every service provider who shall provide any service equivalent to any of the Services immediately after expiry or earlier termination of this Agreement (a Future Service Provider) against:
(a) all Direct Losses incurred by the Authority or any Future Service Provider in connection with or as a result of any LIBOR Rate Loan on a date other than claim or demand against the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of Authority or any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable Future Service Provider by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither any person who is or has been employed or engaged by the Administrative Agent nor Contractor or any Lender has any obligation to purchase, sell and/or match funds Sub-Contractor in connection with the use provision of any of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Services or (ii) the LIBOR Rate may be used merely any trade union or staff association or employee representative in respect of any such person, in either case where such claim arises as a reference in determining such rateresult of any act, and fault or omission of the Contractor and/or any Sub-Contractor after the Service Transfer Date;
(iiib) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses all Direct Losses incurred by the Administrative Agent and/or Authority or any Future Service Provider in connection with or as a result of a breach by the Lenders Contractor of its obligations under clause 1.3.2; and .
(c) all Direct Losses incurred by the Authority or any Future Service Provider in connection with or as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding lossesa result of any claim by any Relevant Employee, if any, trade union or staff association or employee representative (whether or not recognised by the Administrative Agent Contractor and/or the Lenders elect relevant Sub-Contractor in respect of all or any of the Relevant Employees) arising from or connected with any failure by the Contractor and/or any Sub-Contractor to purchasecomply with any legal obligation to such trade union, sell and/or match fundsstaff association or other employee representative whether under Regulation 13 of TUPE, under the Directive or otherwise and, whether any such claim arises or has its origin before or after the date of the Service Transfer Date.
1.4.5 The Contractor shall indemnify and keep indemnified in full the Authority, against all Direct Losses incurred by the Authority in connection with or as a result of:
(a) any claim by any Relevant Employee that any proposed or actual substantial change by the Contractor or any Sub- Contractor to the Relevant Employees' working conditions or any proposed measures of the Contractor or the relevant Sub- Contractor are to that employee's detriment whether such claim arises before or after the Service Transfer Date; and
(b) any claim arising out of any misrepresentation or mis-statement whether negligent or otherwise made by the Contractor or Sub- Contractor to the Relevant Employees or their representatives whether before on or after the Service Transfer Date and whether liability for any such claim arises before on or after the Service Transfer Date.
1.4.6 The indemnities in clauses 1.4.4 and 1.4.5 shall not apply in respect of any sum for which the Authority is to indemnify the Contractor or a relevant Sub-Contractor pursuant to clause 1.4.1 or to the extent that the claim arises from a wrongful act or omission of the Authority or any Future Service Provider.
Appears in 1 contract
Sources: Contract Agreement
Indemnities. In addition (a) The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Guarantee requested by the Borrower.
(b) Each Lender shall (according to its Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the LIBOR Rate Loan Prepayment FeeIssuing Bank under this Clause 7.4 (Indemnities) in respect of a Guarantee which it requested.
(d) The obligations of each Lender under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Guarantee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders regardless of any intermediate payment or discharge in whole or in part.
(e) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(Ai) any conversion time, waiver or repayment consent granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on Obligor, any beneficiary under a date Guarantee or other than the scheduled last day of the Interest Period applicable theretoperson;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateGuarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Guarantee or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Acergy S.A.)
Indemnities. In addition (i) The Borrower shall immediately on demand indemnify each Lender against any cost, loss or liability whatsoever incurred by such Lender (otherwise than by reason of such Lender’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit, whether pursuant to sub-paragraph (c)(i) above or otherwise.
(ii) The Borrower shall immediately on demand indemnify the Agent against any cost, loss or liability whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit.
(iii) Each Lender shall (according to its Relevant Proportion) immediately on demand indemnify the Agent against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).
(iv) The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the LIBOR Rate Loan Prepayment Fee, Agent under sub-paragraph (iii) above unless the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
Borrower has already indemnified (A) any conversion or repayment or prepayment the Agent in full in respect of such payment under sub-paragraph (iii) above, (in which instance the principal amount Agent shall promptly reimburse each Lender to the extent of any LIBOR Rate Loans on a date other than payment made by such Lender to the scheduled last day of the Interest Period applicable thereto;
Agent under sub-paragraph (iii) above, or (B) any loans not being made as LIBOR Rate Loans such Lender in accordance with the borrowing request thereof;full in respect of such payment under sub-paragraph (i) above.
(Cv) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with The obligations of each Lender and the applicable LIBOR Election Form and Certification thereof, or
Borrower under this paragraph (D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agentd) are required continuing obligations and will extend to be terminated as a result the ultimate balance of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be sums payable by that Lender or the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders Borrower (as the case may be) within five in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(5vi) days The obligations of any Lender or the Borrower under this paragraph (d) will not be affected by any act, omission, matter or thing which, but for this paragraph (d), would reduce, release or prejudice any of its receipt of such notice, obligations under this paragraph (d) (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not known to it or any other person) including:
(A) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(B) the Administrative Agent and/or release of any Obligor or any other person under the Lenders elect terms of any composition or arrangement with any creditor or any member of the Group;
(C) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to purchaseperfect, sell and/or match fundstake up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(D) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;
(E) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document;
(F) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document; or
(G) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)
Indemnities. In addition Without limiting any other rights that any Beneficiary may otherwise have hereunder or under applicable law, the Originator shall pay, and shall indemnify on an after-Tax basis each Beneficiary for, any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (collectively, the "Indemnified Losses") arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or the acquisition of any portion of the Sold Interest, excluding only Indemnified Losses to the LIBOR Rate Loan Prepayment Feeextent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted solely from gross negligence or willful misconduct of the Beneficiary seeking indemnification, (b) solely due to the credit risk of an Obligor and for which reimbursement would constitute recourse for uncollectible Receivab1e~ or (c) such Indemnified Losses include Taxes on, or measured by, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment overall net income of the principal amount of Agent or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Purchaser computed in accordance with the borrowing request thereofIntended Tax Characterization; provided, however, that nothing contained in this sentence shall limit the liability of the Originator or limit the recourse of any Beneficiary to the Originator for any amounts otherwise specifically provided to be paid by the Originator hereunder. Without limiting the foregoing indemnification, the Originator shall indemnify each Beneficiary for Indemnified Losses (including losses in respect of uncollectible Receivables, regardless for these specific matters whether reimbursement therefor would constitute recourse to the Seller or the Collection Agent, but otherwise subject to the limitations in clauses (a) - (c) of the preceding sentence) relating to or resulting from:
(a) any representation or warranty made by the Originator, the Seller or the Collection Agent (or any employee or agent of the Originator, the Seller or the Collection Agent) under or in connection with any of the Transaction Documents, any Periodic Report or any other information or report delivered by the Originator, the Seller or the Collection Agent pursuant thereto having been false or incorrect in any material respect when made or deemed made;
(Cb) the failure by the Originator, the Seller or the Collection Agent to comply with any LIBOR Rate Loans not being continued asapplicable law, rule or regulation related to any Receivable, or converted intothe nonconformity of any Receivable with any such applicable law, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, orrule or regulation;
(Dc) any costs associated with marking the failure of the Seller to market any Hedging Obligations that (vest and maintain vested in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such noticePurchasers, and such notice shall, a perfected ownership or security interest in the absence Sold Interest and the property conveyed pursuant to Section 1.1(e) and Section 1.8 of manifest errorthe Sale Agreement, be conclusive free and binding on clear of any Adverse Claim;
(d) any commingling of funds to which the Borrowers. The Borrowers understand, agree and acknowledge Agent or any Purchaser is entitled under the following: Transaction Documents with any other funds;
(ie) neither the Administrative Agent nor any Lender has any obligation failure of a Lock-Box Bank to purchase, sell and/or match funds in connection comply with the use terms of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.applicable Lock-Box Letter;
Appears in 1 contract
Indemnities. In addition 15.1 Subject to the LIBOR Rate Loan Prepayment Feeclause 15.6, the Borrowers jointly Manager will indemnify and severally agree to reimburse hold each member of the Administrative Agent Group and its directors indemnified from and against any losses, liabilities, costs, claims, demands and expenses whatsoever which are made against or incurred by any member of the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), Group or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or its directors as a result of:
(Aa) any conversion or repayment or prepayment material unauthorised acts of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day Manager, fraud, dishonesty, wilful default or wilful breach of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with terms of this Agreement by the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, Manager; or
(Db) any costs associated with marking to market claim made or threatened against Agriculture Fund or any Hedging Obligations that (in the reasonable determination member of the Administrative Agent) Group by any employee or subcontractor engaged, or formerly engaged, by the Manager in providing the Management Duties, except to the extent that any such losses, liabilities, costs, claims, demands and expenses were caused directly or indirectly by an act or omission of any member of the Group (other than due to any default or failure of the Manager to comply with its obligations under this agreement).
15.2 If any claims or demands are required brought or threatened to be terminated as a result brought against Agriculture Fund in respect of any conversionwhich indemnification may be sought from the Manager pursuant to this Agreement, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly Agriculture Fund is to notify the Borrowers Manager in writing as soon as practicable after Agriculture Fund becomes aware of such matters, and will fully consult with the occurrence of Manager on the steps to be taken, if any, in defending any such eventaction, proceeding, claim or demand.
15.3 Agriculture Fund will not admit liability in respect of all or part of, settle or compromise or consent to the entry of judgment in, or incur any costs in relation to, any pending or threatened action, proceedings, claims or demands brought or threatened against it in respect of which Agriculture Fund is, or may be, entitled to indemnification pursuant to this indemnity, without first consulting with and discussing such notice action with the Manager.
15.4 If Agriculture Fund has paid or becomes liable to statepay any amount in respect of which Agriculture Fund is indemnified under this Agreement, the Manager must indemnify Agriculture Fund by paying that amount to Agriculture Fund (where Agriculture Fund has paid any such amount) or to the person to whom that amount is due within 30 days (or less if Agriculture Fund is liable to pay within a shorter period) from the date that Agriculture Fund provides satisfactory evidence to the Manager, acting reasonably, that Agriculture Fund has paid or is liable to pay the amount.
15.5 If Agriculture Fund has incurred a liability for which Agriculture Fund is to be indemnified under this Agreement, it is not necessary for Agriculture Fund to incur expense or make payment before enforcing Agriculture Fund’s right of indemnity under this Agreement.
15.6 The Manager shall not incur any liability, or be responsible under any indemnity, to Agriculture Fund in respect of:
(a) any action taken or thing suffered by the Manager in reasonable detailreliance upon any notice, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost resolution, direction, consent, certificate, receipt, affidavit, statement, certificate of stock, plan of reorganisation or reduced amount. Such additional amounts shall be payable other paper or documents reasonably believed by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders Manager (as the case may be) within five to be genuine and to have been passed or signed by the proper parties;
(5b) days any failure to perform or do any act or thing which, by reason of its receipt any law or any decree, order or judgment of any competent court, the Manager is hindered, prevented or forbidden from so doing or performing;
(c) any payments made by the Manager in good faith notwithstanding that it may be determined by any court or similar body that any such noticepayment need not have been made;
(d) any action taken or not taken by the Manager in accordance with a request or direction of the Board or any member of the Group; or
(e) actions taken or not taken by the Manager on the opinion or advice of or a certificate obtained from any lawyer, accountant, surveyor, broker, auctioneer, banker or other expert in New Zealand or elsewhere in their field of expertise and such notice shallthe Manager shall not be responsible for any loss occasioned by so acting so long as the Manager has no reason to believe that the opinion or advice is not authentic and the Manager has not acted fraudulently, dishonestly, negligently, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds wilful default or in connection with the use wilful breach of the LIBOR Rate as terms of this Agreement.
15.7 To the full extent permitted by law, Agriculture Fund agrees that the Manager will not be liable for:
(a) any loss in value of Agriculture Fund or reduction in Agriculture Fund’ share price; or
(b) any reduction in the amount of the dividend paid by Agriculture Fund, unless such loss is a basis for calculating direct result of the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rateManager materially breaching its obligations under this Agreement.
15.8 In carrying out its obligations under this Agreement, the LIBOR Rate Loan Prepayment Fee, Manager acts as agent for each member of the Group to the extent of authorities and other funding losses powers conferred under this Agreement and Agriculture Fund will indemnify and hold the Manager and its directors and employees indemnified from and against any Claim which is made against or incurred by the Administrative Agent and/or Manager, its directors, employees or contractors that arise as a result of the Lenders (as Manager carrying out its obligations under and in accordance with the terms of this Agreement, other than in the case a claim is judicially determined to have resulted from the unauthorised acts of the Manager, fraud, dishonesty, gross negligence, wilful default or wilful breach of the terms of this Agreement by the Manager, its directors, employees or contractors.
15.9 If any Claim is brought or threatened to be brought against the Manager in respect of which indemnification may be). The Borrowers further agree be sought from Agriculture Fund pursuant to pay this Agreement, the LIBOR Rate Loan Prepayment Fee Manager is to notify Agriculture Fund in writing as soon as practicable after the Manager becomes aware of such matters, and other funding losseswill fully consult with Agriculture Fund on the steps to be taken, if any, in defending any such Claim.
15.10 The Manager will not admit liability in respect of all or part of, settle or compromise or consent to the entry of judgment in, or incur any costs in relation to, any pending or threatened Claim in respect of which the Manager is, or may be, entitled to indemnification pursuant to this indemnity, without first consulting with and discussing such action with Agriculture Fund.
15.11 Each party will take reasonable steps to mitigate any Claim (including any breach or default) of the other party (regardless of whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundscovered by any indemnity).
Appears in 1 contract
Sources: Management Agreement
Indemnities. In addition (a) Each Borrower shall promptly on demand indemnify the Issuing ▇▇▇▇▇ against any cost, loss or liability incurred by an Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or breach of the terms of this Agreement) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Relevant Lender shall in respect of a Letter of Credit (provided that its Available Commitment will only be included in calculating the L/C Proportion for the purpose of this paragraph (b) (the “Applicable L/C Proportion”) if the Letter of Credit is denominated in a currency to which it is a Relevant Lender) Upon notice given by the relevant Issuing Bank to the LIBOR Rate Loan Prepayment FeeAgent that a claim has been made under a Letter of Credit it has issued, transfer to the Agent an amount equal to its Applicable L/C Proportion in respect of such Letter of Credit within two (2) Business Days. As guarantee of such obligation, with respect to any Letter of Credit each Relevant Lender shall issue a stand by letter of credit (in the usual form and terms used for such guarantees issued between such entities at the relevant time) to the relevant Issuing Bank for its Applicable L/C Proportion of that Letter of Credit. Such issuance of each standby letter of credit shall (without double-counting for the underlying Utilisation) be deemed to be a Utilization by the applicable Borrower of the Available Commitment of such Relevant Lender
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the relevant Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(d) The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit shall promptly on demand reimburse any Lender for any payment it makes to an Issuing Bank under this Clause 7.3 in respect of that Letter of Credit except to the extent arising out of the negligence, wilful misconduct of, or material breach of the terms of this Agreement in relation to such Letter of Credit by, such Lender.
(e) The obligations of each Lender or Borrower under this Clause 7.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender or Borrower under this Clause 7.3 will not be affected by any act, omission, matter or thing which, but for this Clause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
(g) In respect of any Letter of Credit:
(i) promptly following the issue of the Letter of Credit, the Borrowers jointly Agent shall deliver to the Parent a copy of the Letter of Credit that was delivered directly to the beneficiary by an electronic message delivered by SWIFT (according to the system authorized and severally agree designed by the Society for Worldwide Interbank Financial Telecommunications), or any other means where there is record that the Letter of Credit was issued;
(ii) the Borrower acknowledges that the applicable Utilization shall be made by the issuance of the Letter of Credit from the relevant Issuing Bank to reimburse the Administrative Agent beneficiary;
(iii) if the Borrower requires any amendment to a Letter of Credit, the Borrower must deliver the corresponding written request to the relevant Issuing Bank in the applicable form used by the relevant Issuing Bank. The request must contain the reasons for requesting the amendment which will need to be agreed by the relevant Issuing Bank, the RelevantLenders and the Lenders beneficiary;
(iv) the Borrower acknowledges and agrees that, once a Letter of Credit is issued in favor of a beneficiary, such Letter of Credit may not be canceled or modified without duplicationwritten consent from the beneficiary, the relevant Issuing Bank and the Relevant Lenders. Once the beneficiary presents the corresponding Letter of Credit for payment, the payment made to the beneficiary under such Letter of Credit will be final and free from any responsibility from the relevant Issuing Bank or the Relevant Lenders;
(v) for the following shall apply to a Letter of credit issued by a Mexican Issuing Bank:
(1) The Reglas y Usos Uniformes relativos a Créditos Documentarios, revisión 2007 publicación número 600 of the International Chamber of Commerce (Cámara Internacional de Comercio) (UCP 600), or (2) any increase that may substitute them (jointly, the “Rules”);
(ii) The Suplemento a las UCP 500 para la Presentación Electrónica of the International Chamber of Commerce (Cámara Internacional de Comercio) (e UCP), or any that may substitute it;
(iii) The Práctica Bancaria Internacional Standard para la Revisión de Documentos, publicación 681 of the International Chamber of Commerce (Cámara Internacional de Comercio) (ISBP);
(iv) The International Standby Practices Publication 590;
(v) The Incoterms accepted by the International Chamber of Commerce, according to the updated and published version of 2010, or those that may substitute it. Incoterms will only apply in the cost particular cases in which the parties adopt the corresponding terminology and in cases of foreign trade operations; and
(vi) if any modifications to the Administrative Agent and/or foregoing occur, the parties will adapt to such amendments as may be applicable, without need of any written consent. Articles 46 section VIII, and 71 of the Mexican Credit Institutions Law (Ley de Instituciones de Crédito) shall also apply, given the case.
(vi) The Borrower shall pay to the relevant Issuing Bank and the Relevant Lenders (as applicable), at the request of the Agent (or reduction in the amount of any sum receivable by the Administrative Mexican Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued asand all expenses, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form costs and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds fees reasonably incurred in connection with the use issuance, notification, negotiation, confirmation and amendment in each Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred Credit issued by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsan Issuing Bank.
Appears in 1 contract
Sources: Super Senior Revolving Credit Facilities Agreement (Atento S.A.)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) Subject to clause 6.10 (Claims under a Letter of Credit), the Borrower shall immediately on demand indemnify the LC Issuing Bank against any conversion cost, loss or repayment liability (including any Third Party LC Margin but excluding any Third Party LC Issuing Fees) incurred by the LC Issuing Bank in acting as LC Issuing Bank hereunder (otherwise than by reason of such LC Issuing Bank’s gross negligence or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;wilful misconduct).
(B) Each Lender shall (according to its portion of the Available Facility), immediately on demand by the Facility Agent (acting on the instructions of the LC Issuing Bank), indemnify the LC Issuing Bank against any loans not being made cost, loss or liability (including any Third Party LC Margin but excluding any Third Party LC Issuing Fees) incurred by the LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as LIBOR Rate Loans in accordance with such LC Issuing Bank hereunder (unless the borrowing request thereof;LC Issuing Bank has been reimbursed by the Borrower pursuant to a Finance Document).
(C) Subject to clause 6.10 (Claims under a Letter of Credit), the Borrower shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with Lender for any payment it makes to the applicable LIBOR Election Form and Certification thereof, orLC Issuing Bank under this clause 6.11.
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination The obligations of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor each Lender and the additional amount required fully Borrower under this clause are continuing obligations and will extend to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be ultimate balance of sums payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (that Lender or, as the case may be, the Borrower in respect of any Issuing Bank Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(E) within five (5) days The obligations of a Lender or a Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its receipt of such notice, obligations under this clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, any Beneficiary or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any Beneficiary or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any Beneficiary or any other person;
(v) any amendment (however fundamental) or replacement of a reasonable and fair basis for calculating such rateFinance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Kosmos Energy Ltd.)
Indemnities. In addition (a) A Borrower must promptly on demand indemnify the Issuing Bank against any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is caused by the negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Borrowers jointly Issuing Bank.
(b) Each Lender must promptly on demand indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and severally agree which at the date of demand has not been paid for by an Obligor, except to reimburse the Administrative Agent and extent that the Lenders loss or liability is caused by the negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank.
(without duplicationc) A Lender’s share of the liability or loss referred to in paragraph (b) above will be its share of such Letter of Credit on the Utilisation Date (as determined in accordance with paragraph (b) of Clause 6.3 (Issue of Letter of Credit)) for that Letter of Credit, adjusted to reflect any increase subsequent assignment or transfer in the cost accordance with Clause 27.13 (Assignments and transfers – Issuing Bank).
(d) The relevant Borrower must promptly on demand reimburse any Lender for any payment it makes to the Administrative Agent and/or Issuing Bank under this Clause 7.5, except to the Lenders (as applicable)extent arising out of the negligence or wilful misconduct of, or reduction breach of the terms of this Agreement by, such Lender.
(e) The obligations of each Borrower and Lender under this Clause 7.5 are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or Lender under or in the amount connection with any Letter of Credit, regardless of any sum receivable intermediate payment or discharge in whole or in part.
(f) The obligations of each Borrower and Lender under this Clause 7.5 will not be affected by the Administrative Agent and/or the Lenders any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.5 (as applicablewhether or not known to it or any other person), in respect, or as a result of. This includes:
(Ai) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment (however fundamental) of a reasonable and fair basis for calculating such rateSenior Finance Document or any other document or security; or
(vii) any unenforceability, the LIBOR Rate Loan Prepayment Fee, and illegality or invalidity of any obligation of any person under any Senior Finance Document or any other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether document or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssecurity.
Appears in 1 contract
Sources: Senior Facilities Agreement (Nordic Telephone CO ApS)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly 3.10.1 The Borrower shall indemnify and severally agree to reimburse save harmless the Administrative Agent and the Lenders from all claims, demands, liabilities, damages, losses, costs, charges and expenses (without duplication) for any increase in including the cost reasonable and documented fees, expenses and disbursements of one outside legal counsel, per applicable jurisdiction to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shalland, in the absence case of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate an actual or perceived conflict of interest on a LIBOR Rate Loanwhere the party to be indemnified affected by such conflict informs the Borrower of such conflict and thereafter retains its own counsel, (ii) the LIBOR Rate of another firm of counsel for such affected party), which may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or or the Lenders in their capacities as such under the Loan Documents as a consequence of or in respect of:
(as a) default by the case may be). The Borrowers further agree to pay Borrower in the LIBOR Rate Loan Prepayment Fee and payment when due of any Obligation or any other funding losses, if any, whether Default or not Event of Default hereunder which is continuing;
(b) the entering into by the Administrative Agent and/or and the Lenders elect of this Agreement, and any amendment, waiver or consent relating hereto, and the performance by the Administrative Agent and the Lenders of their obligations under this Agreement, including their funding of the Project;
(c) the application by the Borrower of the proceeds of the Facility;
(d) currency exchange, in the event that any payment or judgment is made other than in the currency owed;
(e) investigating events reasonably believed to purchasebe a Default;
(f) acting or relying on any notice of the Borrower believed by a Lender to be correct and appropriately authorized;
(g) costs incurred as a result of instructing lawyers, sell and/or match fundsaccountants and other advisors under the Credit Agreement, provided that the Administrative Agent and the Lenders shall be limited to one set of lead Canadian counsel and one set of local counsel for each applicable jurisdiction among them; or
(h) damages or losses sustained by the Borrower or any shareholders or creditors of the Borrower and claimed from the Lenders or Administrative Agent (except to the extent such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have resulted from the Administrative Agent’s or such L▇▇▇▇▇’s gross negligence or willful misconduct).
Appears in 1 contract
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Obligation requested by that Borrower.
(b) Each Lender shall (according to its Obligation Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Obligation (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to give the indemnity in paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Obligation is issued (or if later, on the date the Lender's participation in the Obligation is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Obligation in an amount equal to its Obligation Proportion of that Obligation. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Obligation Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested an Obligation shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Obligation.
(De) any costs associated with marking The obligations of each Lender under this Clause 7.3 are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionObligation, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day intermediate payment or discharge in whole or in part.
(f) The obligations of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of each Lender and each Borrower under this Clause 7.3 will not be affected by any such eventact, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause 7.3, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause 7.3 (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, any beneficiary under an Obligation or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under an Obligation or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under an Obligation or any other person;
(v) any amendment (however fundamental) or replacement of a reasonable and fair basis for calculating such rateFinance Document, the LIBOR Rate Loan Prepayment Feeany Obligation or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Obligation or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Senior Subscription Agreement (TPG Advisors IV, Inc.)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee(a) Seller and Servicer will defend and hereby indemnify Buyer and its successors, the Borrowers jointly assigns, servants and severally agents (hereinafter “Indemnitees”) against and agree to reimburse the Administrative Agent protect, save and the Lenders keep harmless and make whole each thereof, from any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs (without duplication) for including any net increase in the cost to the Administrative Agent and/or the Lenders (as applicabletax liability of an Indemnitee resulting from its receipt of indemnity payments made under this Section 10.02), expenses and disbursements, including reasonable attorneys’ fees, of whatsoever kind and nature imposed on, incurred by or reduction asserted against any Indemnitee in the amount any way relating to or arising out of (i) any breach or alleged breach of any sum receivable covenant, agreement or other obligation by the Administrative Agent and/or Seller or Servicer under this Agreement or the Lenders Guarantor under the Guaranty Agreement, (as applicable)ii) any representation or warranty made by the Seller or Servicer under this Agreement or the Guarantor under the Guaranty Agreement which was untrue or alleged by a Person other than Buyer to be untrue when made or delivered, in respect(iii) any environmental claim or liability relating to any real property securing any Loans, or as a result of:
(Aiv) any conversion or repayment or prepayment Buyer’s control of the principal amount Servicing Account or establishment of a Separate Account or transfer of any LIBOR Rate Loans on amount to a date other than the scheduled last day of the Interest Period applicable thereto;
(B) Separate Account; provided that no Indemnitee shall be entitled to indemnification for any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, claim or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated liability arising as a result of any conversion, repayment such Indemnitee’s gross negligence or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers willful misfeasance in writing of the occurrence of any such event, such notice acting or failing to state, in reasonable detail, the reasons therefor and the additional amount act under this Agreement. Any indemnity payments required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts under this Section 10.02 shall be payable by paid within 30 days following notice thereof from the Borrowers Indemnitee to the Administrative Agent for its own benefit Seller or for the benefit of the Lenders (Servicer, as the case may bebe (which notice shall describe in reasonable detail the matter with respect to which indemnification is required and shall set forth the computation used in determining the amount of the indemnity payment). All of the rights and privileges of each Indemnitee under this Section 10.02, and the rights, privileges and obligations of Seller and Servicer hereunder, shall survive the expiration or other termination of this Agreement.
(a) within five (5) days of its receipt The foregoing indemnities with regard to any particular Indemnitee shall not extend to any liability, obligation, loss, damage, penalty, claim, suit, expense or disbursement that results from the willful misconduct or gross negligence of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsIndemnitee.
Appears in 1 contract
Sources: Loan Purchase and Servicing Agreement (Unified Western Grocers Inc)
Indemnities. In addition (a) Each Borrower shall immediately within 3 Business Days of demand indemnify the Alternative L/C Fronting Bank and each Alternative L/C Lender against any cost, loss or liability incurred by such Alternative L/C Fronting Bank or Alternative L/C Lender (otherwise than by reason of such Alternative L/C Fronting Bank or Alternative L/C Lender’s gross negligence or wilful misconduct or wilful breach of any Finance Document) in acting as Alternative L/C Fronting Bank or Alternative L/C Lender under any Alternative L/C Utilisation requested by (or on behalf of) that Borrower.
(b) Each Fronted Alternative L/C Lender shall (according to its L/C Proportion) immediately on demand indemnify the Alternative L/C Fronting Bank against any incremental cost, and any loss or liability incurred by the Alternative L/C Fronting Bank (otherwise than by reason of the Alternative L/C Fronting Bank’s gross negligence or wilful misconduct or wilful breach of any Finance Document) in acting as the Alternative L/C Fronting Bank under any Alternative L/C Utilisation (unless the Alternative L/C Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) The Borrower which requested (or on behalf of which the Company requested) an Alternative L/C Utilisation shall immediately on demand reimburse any Fronted Alternative L/C Lender for any payment it makes to the LIBOR Rate Loan Prepayment FeeAlternative L/C Fronting Bank under this Clause 9.3 (Indemnities) in respect of that Alternative L/C Utilisation.
(d) The obligations of each Lender or Borrower under this Clause 9.3 are continuing obligations and will extend to the ultimate balance of sums payable by that Fronted Alternative L/C Lender or Borrower in respect of any Alternative L/C Utilisation, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders regardless of any intermediate payment or discharge in whole or in part.
(e) The obligations of any Fronted Alternative L/C Lender or Borrower under this Clause 9.3 will not be affected by any act, omission, matter or thing which, but for this Clause 9.3, would reduce, release or prejudice any of its obligations under this Clause 9.3, (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(Ai) any conversion time, waiver or repayment consent granted to, or prepayment composition with, any Obligor, any beneficiary under an Alternative Letter of the principal amount of Credit or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Restricted Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under an Alternative Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under an Alternative Letter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a reasonable and fair basis for calculating such rateFinance Document, the LIBOR Rate Loan Prepayment Feeany Alternative Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Alternative Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Revolving Facilities Agreement (Manchester United Ltd.)
Indemnities. In addition to (1) The Tenant is responsible for and indemnifies the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly Landlord against all Claims and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase Costs incurred in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofconnection with:
(Aa) any conversion cause relating to the Premises, any property or repayment any person inside or prepayment outside the Premises, except to the extent caused by the negligence of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoLandlord;
(Bb) the negligent or careless use or neglect of the Services in the Premises or the Landlord's Fixtures by the Tenant or the Tenant’s Visitors or claiming by, through or under the Tenant or any loans not being made as LIBOR Rate Loans trespasser while in accordance with the borrowing request thereofPremises;
(Cc) the overflow or leakage of water from any source including the Services or the Landlord's Fixtures, whether originating outside or within the Premises;
(d) the Tenant's failure to give notice to the Landlord of any defect in the Services;
(e) any LIBOR Rate Loans not being continued as, person exercising or converted into, LIBOR Rate Loans purporting to or attempting to exercise a right or remedy in accordance with relation to this Lease after the applicable LIBOR Election Form and Certification thereof, Tenant has defaulted under this Lease;
(f) the Landlord doing anything:
(i) which the Landlord is permitted or required to do under this lease; or
(Dii) any costs associated with marking to market any Hedging Obligations that which the Tenant must do under this Lease but has not done or which the Landlord considers the Tenant has not done properly;
(in g) the reasonable determination Tenant’s breach of the Administrative Agent) are required to be this Lease (including if this Lease is terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detailfor breach, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for Landlord’s loss of the benefit of the Lenders Tenant performing its obligations under this Lease),
(as 2) Amounts due under the case may beindemnity in clause 14.9(1) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, must be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred paid by the Administrative Agent and/or Tenant to the Lenders Landlord on demand.
(as 3) The indemnity in this clause 14.9 is independent from the case may be)Tenant’s other obligations under this Lease and does not come to an end when this Lease expires or is terminated. The Borrowers further agree It is not necessary for the Landlord to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether incur expense or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsmake a payment before enforcing this indemnity.
Appears in 1 contract
Sources: Lease Agreement
Indemnities. In addition (a) Each Borrower shall within five Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Lender or its Affiliate shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender or its Affiliate is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Facility Agent, that Lender or its Affiliate shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(Cd) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall within five Business Days of demand reimburse any LIBOR Rate Loans not being continued as, Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in respect of that Letter of Credit otherwise than by reason of such Lender’s gross negligence or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, orwilful misconduct.
(De) any costs associated with marking The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender or Borrower in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause 7.3 will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause 7.3, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause 7.3 (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any Group Company;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any Security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating Letter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit (provided that the Company had consented to such rateamendment) or any other document or Security;
(vi) any unenforceability, the LIBOR Rate Loan Prepayment Feeillegality or invalidity of any obligation of any person under any Finance Document, and any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or Security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Term and Revolving Facilities Agreement (ShangPharma Corp)
Indemnities. In addition 9.1 If the Lender is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable or deemed to be received or receivable under a Finance Document then the Borrower must pay to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost Lender an amount equal to the Administrative Agent and/or loss, liability or cost which the Lenders Lender determines will be or has been (as applicable)directly or indirectly) suffered.
9.2 Clause 9.1 shall not apply:
(a) with respect to any Tax assessed on the Lender if that Tax is imposed on or calculated by reference to the net income received or receivable by it; or
(b) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 19.3.
9.3 The Borrower shall pay any stamp, documentary and other similar duties and taxes to which the Finance Documents may be subject, or give rise and shall indemnify the Lender against any losses or liabilities that it may incur as a result of any delay or omission by the Borrower in paying any such duties or taxes.
9.4 The Borrower must, within 3 Business Days of demand by the Lender, pay to the Lender the amount of any:
(a) reduction in the rate of return from the Facility or on the Lender’s overall capital;
(b) additional or increased cost; or
(c) reduction of any amount due and payable under any Finance Document, which is incurred or suffered by the Lender to the extent that it is attributable to the Lender having entered into the Agreement or funding or performing its obligations under any Finance Document and which is incurred by the Lender as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation or (ii) compliance with any law or regulation made after the date of the Agreement.
9.5 Clause 9.4 does not apply to the extent any such amount is:
(a) attributable to a Tax Deduction required by law to be made by the Borrower;
(b) compensated for by Clause 9.1 or would have been compensated for but was not solely because of the application of the exclusions in Clause 9.2; or
(c) attributable to the wilful breach by the Lender of any law or regulation.
9.6 All amounts payable under a Finance Document by the Borrower to the Lender shall be deemed to be exclusive of any VAT, and, accordingly, if VAT is chargeable, the Borrower must pay to the Lender (in addition to and at the same time as paying the relevant amount) an amount equal to the amount of the VAT.
9.7 The Borrower must, within 3 Business Days of demand, indemnify the Lender against any sum receivable cost, loss or liability (including legal fees) incurred by the Administrative Agent and/or the Lenders (as applicable), in respect, or it as a result of:
(Aa) obtaining any conversion Valuation required by the Lender as a condition precedent to the relevant Drawdown or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of the operation of any conversion, repayment or prepayment other term of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of Agreement;
(b) the occurrence of any such eventEvent of Default or Potential Event of Default;
(c) a failure by an Obligor to pay any amount due under a Finance Document on its due date;
(d) funding, such notice or making arrangements to statefund, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable a Loan requested by the Borrowers to the Administrative Agent for its own benefit or for the benefit Borrower but not made by reason of the Lenders operation of any one or more of the provisions of the Agreement (other than by reason of wilful default or gross negligence by the Lender alone);
(e) the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower;
(f) investigating any event which it reasonably believes is a Potential Event of Default (including without limitation obtaining a Valuation pursuant to Clause 13.3);
(g) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(h) the enforcement of, or the preservation of any rights underany Finance Document and with any proceedings instituted by or against the Lender as a consequence of it entering into a Finance Document, taking of and holding the case may be) within five (5) days Security Documents, or enforcing or preserving any of its receipt of such notice, rights under each and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsFinance Documents.
Appears in 1 contract
Sources: General Terms and Conditions
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any reasonably documented cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by that Borrower.
(b) Unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit.
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition (a) Each Bond Borrower shall immediately on demand indemnify the relevant Fronting Bank against any cost, loss or liability incurred by that Fronting Bank (otherwise than by reason of that Fronting Bank’s breach of this Agreement, gross negligence or wilful misconduct) as a direct consequence of, or in the performance of its obligations or the exercise of its rights under, any Bond requested by that Bond Borrower.
(b) Each Lender shall (according to its Bond Proportion) immediately on demand (such demand to be made no earlier than seven Business Days following a demand on the Bond Borrower under Clause 7.3(a)) indemnify the relevant Fronting Bank against any cost, loss or liability incurred by that Fronting Bank (otherwise than by reason of that Fronting Bank’s gross negligence or wilful misconduct) in acting as the relevant Fronting Bank under any Bond (unless that Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 7.3(b) above, then that Lender will not be obliged to comply with Clause 7.3(b) and shall instead be deemed to have taken, on the date the Bond is issued (or if later, on the date the Lender’s participation in the Bond is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Bond in an amount equal to its Bond Proportion of that Bond. On receipt of demand from the Facilities Agent, that Lender shall pay to the Facilities Agent (for the account of the relevant Fronting Bank) an amount equal to its Bond Proportion of the amount demanded under Clause 7.3(b) above.
(Cd) The relevant Bond Borrower shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the relevant Fronting Bank under this Clause 7.3 (Indemnities) in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Bond.
(De) any costs associated with marking The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender or Borrower in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionBond, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use of the LIBOR Rate as any beneficiary under a basis for calculating the rate of interest on a LIBOR Rate Loan, Bond or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bond or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateBond or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Bond or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Bond or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Facilities Agreement (Carnival PLC)
Indemnities. In addition 6.8.1 Save to the LIBOR Rate extent that any Loan Prepayment Feeis made pursuant to Clause 6.7 (Loans to cover demands) in respect of any claim, the Borrowers jointly Borrower shall immediately on demand indemnify the Fronting Bank against payment made, or any cost, loss or liability incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank's 11/▇▇▇▇▇▇▇▇ 31 gross negligence or wilful misconduct) in acting as the Fronting Bank under any Letter of Credit requested by the Borrower.
6.8.2 Save to the extent that any Loan is made pursuant to Clause 6.7 (Loans to cover demands) in respect of any claim, each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Fronting Bank against any payment made, or cost, loss or liability incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank's gross negligence or wilful misconduct) in acting as the Fronting Bank under any Letter of Credit (unless the Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
6.8.3 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 6.8.2, then that Lender will not be obliged to comply with Clause 6.8.2 and severally agree shall instead be deemed to have taken, on the first day of the Term of that Letter of Credit (or if later, on the date the Lender's participation in that Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Facility Agent, that ▇▇▇▇▇▇ shall pay to the Facility Agent (for the account of the Fronting Bank) an amount equal to its L/C Proportion of the total amount demanded under Clause 6.8.2.
6.8.4 The Borrower shall immediately on demand reimburse any Lender for any payment it makes to the Administrative Agent Fronting Bank under this Clause 6.8 (Indemnities) in respect of that Letter of Credit, save to the extent that a Loan is made pursuant to Clause 6.7 (Loans to cover demands) in respect of any such payment.
6.8.5 The obligations of each Lender under this Clause 6.8 (Indemnities) are continuing obligations and will extend to the Lenders ultimate balance of sums payable by that Lender in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
6.8.6 The obligations of any Lender under this Clause 6.8 (Indemnities) will not be affected by any act, omission, matter or thing which, but for this Clause 6.8.6, would reduce, release or prejudice any of its obligations under this Clause 6.8 (Indemnities) (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(A) any conversion time, waiver or repayment consent granted to, or prepayment composition with, any Obligor, any beneficiary under a Letter of the principal amount of Credit or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(B) the release of any loans not being made as LIBOR Rate Loans in accordance other Obligor or any other person under the terms of any composition or arrangement with the borrowing request thereofany creditor or any other person;
(C) any LIBOR Rate Loans not being continued asthe taking, variation, compromise, exchange, renewal or release of, or converted intorefusal or neglect to perfect, LIBOR Rate Loans take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in accordance with respect of any instrument or any failure to realise the applicable LIBOR Election Form and Certification thereof, orfull value of any security;
(D) any costs associated with marking to market any Hedging Obligations that (incapacity or lack of power, authority or legal personality of or dissolution or change in the reasonable determination members or status of the Administrative Agentan Obligor, any beneficiary under a Letter of Credit or any other person;
(E) are required to be terminated as any amendment (however fundamental) or replacement of a result Finance Document, any Letter of Credit or any other document or security; 11/11665581 32
(F) any unenforceability, illegality or invalidity of any conversion, repayment or prepayment of the principal amount obligation of any LIBOR Rate Loan on a date person under any Finance Document, any Letter of Credit or any other than the scheduled last day of the Interest Period applicable theretodocument or security; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of or
(G) any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost insolvency or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Borrowing Base Facility Agreement (Transglobe Energy Corp)
Indemnities. In addition (a) Each Borrower shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or wilful breach of any Finance Document) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct or wilful breach of any Finance Document) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent pursuant to paragraph (b) above, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(Cd) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 8.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender or Borrower under this Clause 8.3 are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender or Borrower in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause 8.3 will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause 8.3, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Restricted Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Revolving Facilities Agreement (Manchester United Ltd.)
Indemnities. (I) The Original Borrower shall immediately on demand indemnify each LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank's gross negligence or wilful misconduct and otherwise in respect of the obligation of any Lender to provide cash collateral pursuant to clause 8.10 (Cash collateralisation)) in acting as an LC Issuing Bank under any Letter of Credit.
(J) Each Lender shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank's gross negligence or wilful misconduct) in acting as such LC Issuing Bank under any Letter of Credit (unless that LC Issuing Bank has been reimbursed by the Original Borrower pursuant to a Finance Document).
(K) The Original Borrower shall immediately on demand reimburse any Lender for any payment it makes to an LC Issuing Bank under this clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under clause 8.10(C) or 8.10(E)). In addition the absence of reimbursement of an LC Issuing Bank or Lenders by the Original Borrower pursuant to this clause 8.4 (Indemnities) within 5 Business Days of demand (the "LC Payment Date"), the Original Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the LIBOR Rate Loan Prepayment Fee, outstanding amount payable on the Borrowers jointly and severally agree to reimburse the Administrative Agent LC Payment Date and the Lenders (without duplication) for any increase in Original Borrower shall be treated as having agreed to borrow that Loan on the cost to the Administrative Agent and/or LC Payment Date. The proceeds of each Loan made available by the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(Cthis clause 8.4(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required deemed to be terminated as a result of any conversion, repayment or prepayment of made to the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts Original Borrower shall be payable by the Borrowers paid to the Administrative Agent for its own benefit or for the benefit of the Lenders an LC Issuing Bank (or, as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding Facility Agent on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use behalf of the LIBOR Rate as a basis Lenders) in satisfaction of the obligations of the Original Borrower in accordance with this clause 8.4 to reimburse that LC Issuing Bank or Lenders for calculating the rate amount of interest on a LIBOR Rate Loanthe outstanding payment.
(L) The obligations of each Lender and the Original Borrower under this clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). , the Original Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(M) The Borrowers further agree to pay obligations of a Lender or the LIBOR Rate Loan Prepayment Fee Original Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and other funding losses, if any, whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) the Administrative Agent and/or release of any other Obligor or any other person under the Lenders elect terms of any composition or arrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to purchaseperfect, sell and/or match fundstake up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Loan Agreement (Kosmos Energy Ltd.)
Indemnities. In addition (a) Without limiting the liability of the Company under the Finance Documents, each Lender must indemnify the Facility Agent (and its officers, employees and directors and its agents, delegates, attorneys and/or nominees duly appointed pursuant to the LIBOR Rate Loan Prepayment Feeterms hereof) for that Lender’s Pro Rata Share of any loss, liability, claim, action, demand or expense incurred by the Facility Agent in acting as the Facility Agent (including, but not limited to, all costs, charges and expenses paid or incurred in disputing or defending any of the foregoing, and any loss of fees and expenses, including any loss of agency fees incurred in the performance of its duties under the Finance Documents, unless the Facility Agent has been reimbursed by the Company under a Finance Document), except to the extent that the loss or liability is caused by the Facility Agent’s gross negligence, wilful misconduct or fraud. Any disclosure by any Lender to the Facility Agent that such Lender entered into this Agreement as an agent or representative of another person shall not relieve such Lender of any of its obligations under this Agreement.
(b) Notwithstanding any other provision of the Finance Documents, the Borrowers jointly and severally agree Facility Agent shall not be under any obligation to reimburse take any action under a Finance Document which it expects will result in any expense or liability accruing to it, the Administrative Agent and the Lenders payment of which within a reasonable time is not, in its opinion, assured to it or is not indemnified to its absolute satisfaction.
(without duplicationc) for any increase in the cost If a Party owes an amount to the Administrative Facility Agent and/or under the Lenders (as applicable)Finance Documents, or reduction in the amount of any sum receivable by the Administrative Facility Agent and/or the Lenders (as applicable)may, in respect, or as a result ofafter giving notice to that Party:
(Ai) deduct from any conversion or repayment or prepayment of the principal amount of received by it for that Party any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers due to the Administrative Facility Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as from that Party under a basis for calculating the rate of interest on a LIBOR Rate Loan, Finance Document but unpaid; and
(ii) apply that amount in or towards satisfaction of the LIBOR Rate may owed amount. That Party will be used merely regarded as a reference in determining such rate, and having received the amount so deducted.
(iiid) The provisions of this Clause 20.11 shall survive the Borrowers have accepted termination of the LIBOR Rate as a reasonable and fair basis for calculating such rateFinance Documents, the LIBOR Rate Loan Prepayment Fee, and resignation or removal of the Facility Agent or any other funding losses incurred by Finance Party ceasing to be a Finance Party under the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.Finance Documents
Appears in 1 contract
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee requested by that Borrower.
(b) Each Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit or Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit or Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its Proportion of that Letter of Credit or Bank Guarantee. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit or Bank Guarantee shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, Lender for any payment it makes to the Issuing Bank under this Clause 7.8 in respect of that Letter of Credit or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, orBank Guarantee.
(De) any costs associated with marking The obligations of each Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit or Bank Guarantee, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or Bank Guarantee or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or Bank Guarantee or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit, any Bank Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition (a) Each Borrower shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.4 (Indemnities) in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition 10.1 Without limiting the liability of any Obligor under the Senior Finance Documents, the Bridge Finance Documents or the Notes Finance Documents, each Bank Creditor must indemnify the Security Agent for that Secured Creditor’s proportion of any loss or liability incurred by the Security Agent in acting as the Security Agent in connection with the Bank Security, except to the LIBOR Rate Loan Prepayment Fee, extent that the Borrowers jointly loss or liability is caused by the Security Agent’s gross negligence or wilful misconduct.
10.2 A Secured Creditor’s proportion of the loss or liability set out in paragraph 10.1 above is the proportion which the aggregate of its Commitments or its Commitments under and severally agree as defined in the Bridge Facility Agreement bear to reimburse the Administrative Agent aggregate of the Total Commitments and the Lenders (without duplication) for any increase Total Commitments under and as defined in the cost to Bridge Facility Agreement on the Administrative Agent and/or date the Lenders (as applicable), loss or reduction in the amount of any sum receivable liability was incurred by the Administrative Agent and/or Security Agent.
10.3 For the Lenders (as applicable), in respect, or as a result ofpurpose of paragraph 10.2 above:
(Aa) any conversion or repayment or prepayment the Total Commitments under the Senior Facilities Agreement will be notionally increased by an aggregate amount equal to the aggregate of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
amounts (Bif any) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking that would be payable to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated Bank as a result of any conversionterminating or closing out each hedging transaction under the Hedging Documents on that date; and
(b) each Hedging Bank shall be deemed (if it is a Lender) to have the aggregate amount of its Commitments increased by, repayment or prepayment (if it is not a Lender) to have a Commitment in, the amount equal to the aggregate of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders amounts (as applicableif any) for such increased cost or reduced amount. Such additional amounts shall that would be payable to that Hedging Bank as a result of terminating or closing out each hedging transaction under the Hedging Documents on that date.
10.4 The Security Agent may deduct from any amount received by the Borrowers it for a Secured Creditor any amount due to the Administrative Security Agent for its own benefit from that Secured Creditor under a Senior Finance Document, a Bridge Finance Document or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsNotes Finance Document but unpaid.
Appears in 1 contract
Indemnities. In addition (1) The Borrower shall indemnify and save harmless the Agent and each Lender and their respective officers, partners, directors, employees, Affiliates and agents (collectively the "Indemnitees") from all claims, demands, liabilities, damages, losses, costs, charges and expenses, including any loss or expense arising from interest or fees payable by the Agent or a Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, which may be incurred by an Indemnitee as a consequence of (i) default by the Borrower in the payment when due of any amount hereunder or the occurrence of any other Default or Event of Default, (ii) default by the Borrower in obtaining a Borrowing after the Borrower has given notice hereunder that it desires to obtain such Borrowing, (iii) default by the Borrower in making any optional repayment of outstanding Accommodation after the Borrower has given notice hereunder that it desires to make such repayment, (iv) the repayment by the Borrower of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Period or the repayment of any other Accommodation otherwise than on the specified maturity date thereof (including without limitation any such payment pursuant to Section 4.01 or upon acceleration pursuant to Section 10.02), (v)the entering into by the Agent or a Lender of this Agreement and the other Credit Documents to which the Agent or a Lender is a party, and, otherwise than are determined by a court of competent jurisdiction to be attributable primarily to the LIBOR Rate Loan Prepayment Feegross negligence or wilful misconduct of the applicable Indemnitee, the Borrowers jointly and severally agree to reimburse performance by any of the Administrative Agent and the Lenders of its obligations hereunder and thereunder, and (without duplicationvi) for the application by the Borrower of any increase in Accommodation or any proceeds thereof. A certificate of the cost Agent as to any such loss or expense and containing reasonable details of the calculation thereof shall be prima facie evidence thereof.
(2) The Borrower shall indemnify and save harmless each Indemnitee from all claims, demands, liabilities, damages, losses, costs, charges and expenses which may be asserted against or incurred by such Indemnitee, otherwise than as are determined by a court of competent jurisdiction to be attributable primarily to the Administrative Agent and/or gross negligence or wilful misconduct of such Indemnitee or the Lenders (LC Lender, as applicable), a direct or reduction in indirect consequence of the amount issuance of any sum receivable Letter of Credit at the request of the Borrower or of any failure by the Administrative Agent and/or LC Lender to make any payment under any Letter of Credit issued at the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment request of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated Borrower as a result of any conversionlaw, repayment control or prepayment restriction rightfully or wrongfully exercised or imposed by any domestic or foreign court or government or government instrumentality.
(3) The Borrower shall indemnify and save harmless each Indemnitee from all claims, demands, liabilities, damages, losses, costs, charges and expenses (including without limitation any remedial, clean-up, compliance or preventative costs, charges and expenses) which may be asserted against or incurred by such Indemnitee (or any receiver appointed by an Indemnitee) otherwise than as are determined by a court of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice competent jurisdiction to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers attributable primarily to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.gross negligence or
Appears in 1 contract
Indemnities. In addition to The Authority shall indemnify and keep indemnified in full the LIBOR Rate Loan Prepayment Fee, Contractor (for itself and for the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplicationbenefit of each relevant Sub-Contractor) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable against all Direct Losses incurred by the Administrative Agent and/or the Lenders Contractor (as applicable), or any relevant Sub-Contractor) in respect, connection with or as a result of:
: a breach by the Authority of its obligations under paragraph 2.A.4(a); [and] [subject to paragraph 2.A.13 (AContractor Indemnities)]137 any claim or demand by (i) any conversion Transferring Employee or repayment (ii) by any trade union or prepayment staff association or employee representative in respect of all or any of the principal amount Transferring Employees, in either case that arises out of the employment of any LIBOR Rate Loans on a date other than the scheduled last day such Transferring Employee provided that this arises from any act, fault or omission of the Interest Period applicable thereto;
Authority in relation to any such employee prior to the date of the Relevant Transfer including any act, fault or omission that leads to an Equal Pay Ruling; where the costs of an Equal Pay Ruling are to be borne by the Authority pursuant to the provisions of paragraph 2.A.12.2 in respect of all future payments to the Transferring Employees and/or New Employees following the Decision Date then the Unitary Charge shall immediately be adjusted in respect of all such future payments to the Transferring Employees and/or New Employees by adding the costs of such Equal Pay Ruling to the Unitary Charge as are appropriate on an ongoing basis until the date of any benchmarking or Market Testing. For the avoidance of doubt, in respect of all payments relating to the period prior to the Decision Date the Authority shall indemnify and keep indemnified in full the Contractor (Bfor itself and for the benefit of each relevant Sub-Contractor) against all Direct Losses incurred by the Contractor in connection with or as a result of the Equal Pay Ruling.138 where any loans not being made as LIBOR Rate Loans liability in relation to any Transferring Employee, in respect of his or her employment by the Authority or its termination which transfers in whole or part in accordance with TUPE and/or the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated Directive arises partly as a result of any conversion, repayment act or prepayment omission occurring on or before the Service Transfer Date and partly as a result of any act or omission occurring after the Service Transfer Date the Authority shall indemnify and keep indemnified in full the Contractor or the relevant Sub-Contractor against only such part of the principal amount of Direct Losses sustained by the Contractor or any LIBOR Rate Loan on a date other than the scheduled last day Sub-Contractor in consequence of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (liability as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers is reasonably attributable to the Administrative Agent for its own benefit act or for omission occurring before the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.relevant Service Transfer Date;
Appears in 1 contract
Sources: Residual Waste Treatment Contract
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly (a) The Borrower shall indemnify and severally agree to reimburse save harmless the Administrative Agent and the Lenders (without duplication) for each Lender from all claims, demands, liabilities, damages, losses, costs, charges and expenses, including any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), loss or reduction in the amount of any sum receivable expense arising from interest or fees payable by the Administrative Agent and/or the Lenders (as applicable)or such Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained, in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate which may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or or such Lender as a consequence of:
(i) any representation or warranty made herein by the Lenders Borrower which was incorrect at the time it was made or deemed to have been made;
(as ii) a default by the case may be). The Borrowers further agree Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Accommodation is deemed to be made to the Borrower to pay the LIBOR Rate Loan Prepayment Fee and amount that the Borrower has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other funding losses, if any, whether amount) paid or not payable by such Lender or the Administrative Agent and/or in order to fund the Lenders elect amount of any such unpaid amount to purchasethe extent such Lender or the Administrative Agent is not reimbursed pursuant to any other provisions of this Agreement;
(iii) if the Borrower decides not to accept an Accommodation after it has given a Notice of Availment under this Agreement that it desires to obtain such Accommodation;
(iv) failure by the Borrower to make an optional repayment of outstanding Accommodation after the Borrower has given notice under this Agreement that it desires to make such repayment;
(v) the repayment by the Borrower of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Period or the repayment of any other Accommodation otherwise than on the maturity date of such Accommodation (including without limitation any such payment pursuant to Article 5 or upon acceleration pursuant to Section 10.2);
(vi) any other default by the Borrower under any Credit Document;
(vii) the execution, sell and/or match fundsdelivery, enforcement and administration of any Credit Document, or any Credit; and/or
(viii) the application by the Borrower of any Accommodation or any proceeds of any Accommodation.
Appears in 1 contract
Sources: Credit Agreement (Intertan Inc)
Indemnities. In addition (a) Each Revolving Facility Borrower shall immediately on demand, or if such payment is being funded by a Revolving Facility Loan, within four Business Days of demand, indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Revolving Facility Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender's participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(Cd) The Revolving Facility Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender under this Clause 7 are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or any Revolving Facility Borrower under this Clause 7 will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause 7, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause 7 (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit (if made with the LIBOR Rate Loan Prepayment Feeconsent of the Company) or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition (i) The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or willful misconduct) in acting as the Issuing Bank under any Letter of Credit, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit.
(ii) Each Lender shall (according to such Lender’s Pro Rata Share) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or willful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by the Borrower).
(iii) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (ii) above, then that Lender will not be obliged to comply with paragraph ii) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date such Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its Pro Rata Share of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Issuing Bank an amount equal to its Pro Rata Share of the amount demanded.
(Civ) The Borrower shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) Lender for any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers payment it makes to the Administrative Agent for its own benefit or for the benefit Issuing Bank under this Clause 2.16 in respect of the Lenders (as the case may be) within five (5) days a Letter of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsCredit.
Appears in 1 contract
Sources: Senior Secured Credit Facility (Excel Maritime Carriers LTD)
Indemnities. In addition (a) The relevant Borrower shall immediately on demand indemnify each Lender against any cost, loss or liability whatsoever incurred by such Lender (otherwise than by reason of such Lender’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit, whether pursuant to clause 6.5.3(a) (Claims under a Letter of Credit) or otherwise.
(b) The relevant Borrower shall immediately on demand indemnify the Agent against any cost, loss or liability whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit.
(c) Each Lender shall (according to its Relevant Proportion) immediately on demand indemnify the Agent against any cost, loss or liability incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in carrying out its function under any Letter of Credit (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).
(d) The relevant Borrower shall immediately on demand reimburse any Lender for any payment it makes to the LIBOR Rate Loan Prepayment FeeAgent under clause 6.5.4(c) (Indemnities) unless the relevant Borrower has already indemnified (i) the Agent in full in respect of such payment under clause 6.5.4(c) (Indemnities), (in which instance the Borrowers jointly and severally agree to Agent shall promptly reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost each Lender to the Administrative extent of any payment made by such Lender to the Agent and/or the Lenders under clause 6.5.4(c) (as applicableIndemnities)), or reduction (ii) such Lender in the amount full in respect of any sum receivable by the Administrative Agent and/or the Lenders (as applicablesuch payment under clause 6.5.4(a), in respect, or as a result of:.
(Ae) any conversion or repayment or prepayment The obligations of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
each Lender and each Borrower under this clause 6.5.4 (B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative AgentIndemnities) are required continuing obligations and will extend to be terminated as a result the ultimate balance of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be sums payable by the Borrowers to the Administrative Agent for its own benefit that Lender or for the benefit of the Lenders that Borrower (as the case may be) within five in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(5f) days The obligations of any Lender or Borrower under this clause 6.5.4 (Indemnities) will not be affected by any act, omission, matter or thing which, but for this clause 6.5.4 (Indemnities,) would reduce, release or prejudice any of its receipt of such notice, obligations under this clause 6.5.4 (Indemnities) (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) The Original Borrower shall immediately on demand indemnify each LC Issuing Bank against any conversion cost, loss or repayment liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or prepayment wilful misconduct and otherwise in respect of the principal amount obligation of any LIBOR Rate Loans on a date other than the scheduled last day Lender to provide cash collateral pursuant to clause 8.10 (Cash collateralisation)) in acting as an LC Issuing Bank under any Letter of the Interest Period applicable thereto;Credit.
(B) Each Lender shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any loans not being made cost, loss or liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as LIBOR Rate Loans in accordance with such LC Issuing Bank under any Letter of Credit (unless that LC Issuing Bank has been reimbursed by the borrowing request thereof;Original Borrower pursuant to a Finance Document).
(C) The Original Borrower shall immediately on demand reimburse any LIBOR Rate Loans not being continued asLender for any payment it makes to an LC Issuing Bank under this clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under clause 8.10(C) or 8.10(E)). In the absence of reimbursement of an LC Issuing Bank or Lenders by the Original Borrower pursuant to this clause 8.4 (Indemnities) within 5 Business Days of demand (the “LC Payment Date”), or converted into, LIBOR Rate Loans the Original Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Original Borrower shall be treated as having agreed to borrow that Loan on the LC Payment Date. The proceeds of each Loan made available by the Lenders in accordance with the applicable LIBOR Election Form this clause 8.4(C) and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required deemed to be terminated as a result of any conversion, repayment or prepayment of made to the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts Original Borrower shall be payable by the Borrowers paid to the Administrative Agent for its own benefit or for the benefit of the Lenders an LC Issuing Bank (or, as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding Facility Agent on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use behalf of the LIBOR Rate as a basis Lenders) in satisfaction of the obligations of the Original Borrower in accordance with this clause 8.4 to reimburse that LC Issuing Bank or Lenders for calculating the rate amount of interest on a LIBOR Rate Loanthe outstanding payment.
(D) The obligations of each Lender and the Original Borrower under this clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). , the Original Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(E) The Borrowers further agree to pay obligations of a Lender or the LIBOR Rate Loan Prepayment Fee Original Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause (without limitation and other funding losses, if any, whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) the Administrative Agent and/or release of any other Obligor or any other person under the Lenders elect terms of any composition or arrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to purchaseperfect, sell and/or match fundstake up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Deed of Amendment and Restatement (Kosmos Energy Ltd.)
Indemnities. In addition to 4.1 The Contractor shall indemnify and keep indemnified the LIBOR Rate Loan Prepayment FeeDepartment, the Borrowers jointly [NHS Pensions,] any Replacement Supplier and/or any Replacement Sub-Contractor on demand from and severally agree to reimburse the Administrative Agent against all and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), Losses whatsoever suffered or reduction in the amount of any sum receivable incurred by the Administrative Agent and/or the Lenders (as applicable), in respect, it or as a result ofthem which:
(Aa) arise out of or in connection with any conversion liability towards all and any Fair Deal Employees in respect of service on or repayment or prepayment after the Relevant Transfer Date which arises from any breach by the Contractor of this Part D, and/or the principal amount of any LIBOR Rate Loans on a date other than CSPS Admission Agreement and/or the scheduled last day of Direction Letter/Determination and/or the Interest Period applicable theretoLGPS Admission Agreement;
(Bb) relate to the payment of benefits under and/or participation in a pension scheme (as defined in section 150(1) Finance Act 2004) provided by the Contractor or a Sub-Contractor on and after the Relevant Transfer Date until the Termination Date or Expiry Date of this Contract, including the Statutory Schemes or any loans not being made as LIBOR Rate Loans Broadly Comparable pension scheme provided in accordance with the borrowing request thereofparagraphs 10 or 11 of this Part D;
(Cc) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking relate to market any Hedging Obligations that (in the reasonable determination claims by Fair Deal Employees of the Administrative Agent) are required to be terminated as a result Contractor and/or of any conversionSub- Contractor or by any trade unions, repayment elected employee representatives or prepayment staff associations in respect of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of all or any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: Fair Deal Employees which Losses:
(i) neither relate to any rights to benefits under a pension scheme (as defined in section 150(1) Finance Act 2004) in respect of periods of employment on and after the Administrative Agent nor Relevant Transfer Date until the Termination Date or Expiry Date of this Contract;
(ii) arise out of the failure of the Contractor and/or any Lender has any obligation relevant Sub-Contractor to purchase, sell and/or match funds comply with the provisions of this Part D before the Termination Date or Expiry Date of this Contract; and/or
(d) arise out of or in connection with the use Contractor (or its Sub-Contractor) allowing anyone who is not an NHSPS Fair Deal Employee to join or claim membership of the LIBOR Rate NHSPS at any time during the Contract Period.
4.2 The indemnities in this Part D and its Annexes:
(a) shall survive termination of this Contract; and
(b) shall be unlimited as a basis for calculating the rate contained in Clause 9.4(Limitation of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may beLiability). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.
Appears in 1 contract
Sources: Call Off Contract
Indemnities. In addition to (a) Without in any way limiting the LIBOR Rate Loan Prepayment Feeobligations of the Borrower under Clause 7.2 (Claims under a Bank Guarantee), the Borrowers jointly and severally agree to reimburse Borrower shall immediately on demand indemnify each Facility C Lender against any cost, loss or liability incurred by that Facility C Lender in issuing any Bank Guarantee, other than any cost, loss or liability arising solely from the Administrative Agent and the Lenders wilful default, gross negligence or wilful misconduct of that Facility C Lender alone.
(without duplicationb) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofIf:
(Ai) the Agent specifies the Claim Sharing Date; and
(ii) any conversion or repayment or prepayment loss in relation to the Bank Guarantees is not shared between the Facility C Lenders pro rata to the amount which their respective Facility C Commitments bore to the Total Facility C Commitments as at the Claim Sharing Date, the Facility C Lenders shall make such payments between themselves as the Agent shall require to ensure that after taking into account such payments, any such loss is shared between the Facility C Lenders pro rata to the amount which their respective Facility C Commitments bore to the Total Facility C Commitments as at the Claim Sharing Date.
(c) The Borrower shall immediately on demand reimburse any Facility C Lender for any payment it makes to another Facility C Lender under this Clause 7.3.
(d) The obligations of the principal amount Borrower and each Facility C Lender under this Clause 7 are continuing obligations and will extend to the ultimate balance of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be sums payable by the Borrowers to the Administrative Agent for its own benefit Borrower in respect of any Bank Guarantee, regardless of any intermediate payment or for the benefit discharge in whole or in part.
(e) The obligations of the Lenders (as the case may be) within five (5) days Borrower or any Facility C Lender under this Clause 7 will not be affected by any act, omission, matter or thing which, but for this Clause 7, would reduce, release or prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchasebeneficiary under a Bank Guarantee, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, any Obligor or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other person under the terms of any composition or arrangement with any creditor of any Obligor or other person;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any beneficiary under a Bank Guarantee, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any beneficiary under a reasonable and fair basis for calculating such rateBank Guarantee, the LIBOR Rate Loan Prepayment Feeany Obligor or any other person;
(v) any amendment (however fundamental) or replacement of a Transaction Document, and any Bank Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security;
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and vi) any unenforceability, illegality or invalidity of any obligation of any Obligor or other funding lossesperson under any Transaction Document, if any, whether any Bank Guarantee or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsany other document or security; or
(vii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. In addition 7.3.1 Each Borrower shall within five Business Days of demand indemnify the Issuing Bank against any cost, loss or liability reasonably incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
7.3.2 Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
7.3.3 The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall within five Business Days of demand reimburse any Lender for any payment it makes to the LIBOR Rate Loan Prepayment FeeIssuing Bank under this Clause 7.3 in respect of that Letter of Credit.
7.3.4 The obligations of each Lender under this Clause 7 are continuing obligations and will extend to the ultimate balance of sums payable by that Lender in respect of any Letter of Credit, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders regardless of any intermediate payment or discharge in whole or in part.
7.3.5 The obligations of any Lender or Borrower under this clause will not be affected by any act, omission, matter or thing which, but for this Clause 7.3, would reduce, release or prejudice any of its obligations under this Clause (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(Aa) any conversion time, waiver or repayment consent granted to, or prepayment composition with, any Obligor, any beneficiary under a Letter of the principal amount of Credit or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bb) the release of any loans not being made as LIBOR Rate Loans in accordance other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the borrowing request thereofGroup;
(Cc) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(d) any LIBOR Rate Loans not being continued asincapacity or lack of power, authority or converted intolegal personality of or dissolution or change in the members or status of an Obligor, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereofany beneficiary under a Letter of Credit or any other person;
(e) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(f) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or
(Dg) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment insolvency or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition 8.1. Subject to the LIBOR Rate Loan Prepayment Feeoccurrence of Completion, the Borrowers jointly Seller agrees to, indemnify, defend and severally agree hold harmless the Purchaser, and its Affiliates (which hold any Sale Shares pursuant to reimburse a transfer of such Sale Shares by the Administrative Agent Purchaser to such Affiliate), directors, and employees (together “Purchaser Indemnified Persons”) from and against all Losses, incurred or suffered by any of the Lenders Purchaser Indemnified Persons arising out of: (without duplicationa) any misrepresentation or inaccuracy in or breach by the Seller of any of the Seller Warranties; or (b) any fraud by the Seller; provided that an agent of the Purchaser shall also be considered a Purchaser Indemnified Person (for any increase the purposes of this Clause 8) solely in the cost relation to and to the Administrative Agent and/or extent of Losses incurred or suffered by such agent due to any claim made against such agent by a Tax Authority on account of any misrepresentation or inaccuracy in or breach by the Lenders (Seller of the Seller Warranties set out at Clause 6.2.11 of this Agreement.
8.2. In the event that the Purchaser Indemnified Persons are required to make any payment, as required under any Applicable Law or otherwise, in relation to any claim of Losses as set out in Clause 8.1 above, then the same shall be paid by the Seller to the Purchaser Indemnified Persons or to the relevant Governmental Authority or the concerned authority or Person, as applicable), on or reduction prior to the due date of payment required to be made in relation to such claim, unless a stay of the demand or payment is obtained in respect of such payment, as the case maybe.
8.3. The maximum amount for which the Seller shall be liable to the Purchaser Indemnified Persons shall not exceed the Sale Consideration received by the Seller under this Agreement.
8.4. The obligation of the Seller to indemnify under this Clause 8 in relation to: (a) Taxation matters shall expire upon expiry of the statutory period of limitation with respect to such claim under Applicable Law; and (b) any other matter shall survive in perpetuity.
8.5. The Seller shall not be liable in respect of any sum receivable indemnification claim made by the Administrative Agent and/or Purchaser Indemnified Person under Clause 8.1 to the Lenders (as applicable), in respect, extent that such claim would not have arisen but for an act or as a result of:
(A) any conversion omission solely and directly attributable to the Purchaser Indemnified Person or repayment undertaken at the express written request or prepayment direction of the principal amount of any LIBOR Rate Loans on a date other than Purchaser Indemnified Person.
8.6. The Seller shall not be liable to indemnify the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Purchaser Indemnified Persons in accordance with this Agreement if the borrowing request thereof;
Loss suffered by the Purchaser Indemnified Persons was caused or increased solely due to any change in Applicable Law after the Completion Date (C) any LIBOR Rate Loans including an interpretation of Applicable Law by a court of competent jurisdiction or introduction of new legislation not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination force as of the Administrative AgentCompletion Date having retrospective effect), including any changes in Tax laws after the Completion Date having retrospective effect.
8.7. Where the Seller has made payment: (a) are required in full discharge of a Loss and where any such amount is recovered by the Purchaser Indemnified Persons from any third party (including pursuant to be terminated an insurance claim), then the Purchaser Indemnified Person shall pay the Seller, an amount equal to the sum recovered from such third party net of actual Taxes and reasonable costs and expenses incurred in connection with securing or obtaining such amount; and (b) in partial discharge of a Loss (“Seller Part Payment”) and where the full amount of the Loss is recovered by the Purchaser Indemnified Persons from any third party (including pursuant to an insurance claim), then the Purchaser Indemnified Person shall pay the Seller, an amount equal to the Seller Part Payment net of actual Taxes and reasonable costs and expenses incurred in connection with securing or obtaining such amount.
8.8. Nothing in this Agreement shall relieve any Party from its duty under Applicable Law to take all reasonable steps to mitigate any Loss or damage incurred by it as a result of any conversionmatter or circumstance giving rise to a claim under this Clause 8.
8.9. Notwithstanding anything to contrary contained herein, repayment or prepayment the indemnity provided by the Seller under this Clause 8 shall be sole and exclusive monetary remedy of the principal amount Purchaser Indemnified Persons for any and all claims pursuant to this Agreement.
8.10. The Purchaser Indemnified Persons shall not be entitled to recover Losses more than once in respect of the same Loss at a given point of time from the Seller.
8.11. The Purchaser Indemnified Persons agrees and undertakes that it will not, without the prior written consent of the Seller and which consent shall not be unreasonably withheld by the Seller, settle, compromise or consent to the entry of any LIBOR Rate Loan on a date other than judgment in any pending or threatened third party claim, which has given rise to an indemnity claim against the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsSeller under this Clause 8.
Appears in 1 contract
Sources: Share Purchase Agreement
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify an Issuing Bank against any cost, loss or liability (other than Tax or amounts in respect of Tax) incurred by that Issuing Bank (otherwise than by reason of that Issuing Bank's gross negligence or wilful misconduct) in acting as an Issuing Bank under any Letter of Credit requested by that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the relevant Issuing Bank against any cost, loss or liability incurred by such Issuing Bank (otherwise than by reason of such Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the relevant Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender's participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment FeeLender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the relevant Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(d) The Borrower which requested a Letter of Credit shall immediately on demand reimburse any Lender for any payment it makes to an Issuing Bank under this Clause 8.4 (Indemnities) in respect of that Letter of Credit.
(e) The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or Borrower in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without limitation and whether or not known to it or any other person) including:
(i) any time, waiver or consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) the release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a Letter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
(g) Neither the Company nor any Borrower nor any Lender shall be entitled to reject payment otherwise due by it pursuant to this Agreement on the basis of the argument that a Letter of Credit with respect to which an Issuing Bank claims payment should not have been issued or should not have been issued under its terms by that Issuing Bank pursuant to the terms of this Agreement or applicable law or regulations.
(h) Each relevant Borrower who requested a Letter of Credit and the Company undertakes with regard to Clause 27.10 (Letter of Credit upon first demand) that if
(i) a Borrower has requested the issuance of a surety or guarantee payable upon first demand (auf erstes Anfordern) with respect to an obligation in the underlying contract (governed by German law) which provides for warranty and/or performance obligations to be secured by means of a Letter of Credit; and
(ii) the classification of such obligation to provide for such a surety or guarantee payable upon first demand as an individual agreement (Individualabrede) between the relevant counterparties is disputed ((i) and (ii) together, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicableInvalid First Demand Feature), any invalidity of the underlying contract, the instruction to issue such Letter of Credit or reduction of the Letter of Credit itself resulting from the Invalid First Demand Feature shall be disregarded for all purposes under and in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable)connection with this Agreement, in respect, or as a result ofparticular in connection with the indemnity provided for in this Clause 8.4; and that it will refrain from:
(A) taking any conversion or repayment or prepayment steps of whatever kind which are based on the principal amount Invalid First Demand Feature and which may hinder the relevant Issuing Bank in fulfilling its obligations under and in connection with such a Letter of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;Credit in compliance with its terms; and
(B) disputing any loans reimbursement claims based on the Invalid First Demand Feature.
(i) If and to the extent a Lender does not being made as LIBOR Rate Loans reimburse and indemnify an Issuing Bank with respect to any claims notified to it in accordance with paragraph (b) above (such Lender a Defaulting Lender and each such amount a Final Loss Amount), the borrowing request thereof;relevant Issuing Bank shall inform the Agent of the Final Loss Amount and each other Issuing Bank (each an Indemnifying Issuing Bank) shall equally (ohne Rangverhältnis) indemnify like a guarantor (garantiegleiche Freistellungsverpflichtung) that Issuing Bank on demand in an amount equal to the percentage of each Final Loss Amount which is equal to the ratio of the aggregate Base Currency Amount of all outstanding Letters of Credit issued by the relevant Indemnifying Issuing Bank to the aggregate Base Currency Amount of all outstanding Letters of Credit issued under this Agreement on the date it is notified by the Agent of the Base Currency Amount of the Final Loss Amount.
(Cj) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with The Agent shall inform the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination Indemnifying Issuing Banks as soon as practically possible of the Administrative Agent) are required to be terminated as a result Base Currency Amount of any conversion, repayment or prepayment Final Loss Amount and each Indemnifying Issuing Bank shall within three Business Days following such notice make payment to the relevant Issuing Bank as instructed by the Agent of an amount equal to its proportion of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day Base Currency Amount of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers Final Loss Amount calculated as set out in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: paragraph (i) neither above.
(k) The Borrower which requested a Letter of Credit and the Administrative Agent nor Defaulting Lender shall jointly and severally (gesamtschuldnerisch) immediately on demand reimburse any Lender has Indemnifying Issuing Bank for any obligation payment it makes to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, an Issuing Bank under paragraphs (iii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iiij) the Borrowers have accepted the LIBOR Rate as above in respect of a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsLetter of Credit.
Appears in 1 contract
Sources: Facility Agreement (Linde PLC)
Indemnities. In addition Without limiting any other rights that any Beneficiary may otherwise have hereunder or under applicable law, the Originator shall pay, and shall indemnify on an after-Tax basis each Beneficiary for, any and all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses (collectively, the "Indemnified Losses") arising out of or otherwise relating to any Transaction Document, the transactions contemplated thereby or the acquisition of any portion of the Sold Interest, excluding only Indemnified Losses (the "Excluded Losses") to the LIBOR Rate Loan Prepayment Feeextent (a) a final judgment of a court of competent jurisdiction holds such Indemnified Losses resulted from gross negligence or willful misconduct of the Beneficiary seeking indemnification, (b) such Indemnified Losses due to or result from the credit risk of an Obligor and for which reimbursement would constitute recourse for uncollectible Receivables, (c) such Indemnified Losses include Taxes on, or measured by, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment overall net income of the principal amount of Agent, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) Purchaser or any loans not being made as LIBOR Rate Loans Beneficiary computed in accordance with the borrowing request thereofIntended Tax Characterization, or (d) such Indemnified Losses would constitute recourse to the Originator for Discount payable by the Seller under the Receivables Sale Agreement or fees under Section 1.4 of the Receivables Sale Agreement or under the Fee Letter or Pricing Letter; provided, however, that nothing contained in this sentence shall limit the liability of the Originator or limit the recourse of any Beneficiary to the Originator for any amounts otherwise specifically provided to be paid by the Originator hereunder. Without limiting the foregoing indemnification, the Originator shall indemnify each Beneficiary for Indemnified Losses relating to or resulting from:
(a) any representation or warranty made by the Originator, the Seller or the Collection Agent (or any employee or agent of the Originator, the Seller or the Collection Agent) under or in connection with any of the Transaction Documents, any Periodic Report or any other information or report delivered by the Originator, the Seller or the Collection Agent pursuant thereto having been false or incorrect in any material respect when made or deemed made;
(Cb) the failure by the Originator, the Seller or the Collection Agent to comply with any LIBOR Rate Loans not being continued asapplicable law, rule or regulation related to any Receivable, or converted intothe nonconformity of any Receivable with any such applicable law, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, orrule or regulation;
(Dc) any costs associated with marking the failure of the Seller to market any Hedging Obligations that (vest and maintain vested in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such noticePurchasers, and such notice shall, a perfected ownership or security interest in the absence Sold Interest and the property conveyed pursuant to Section 1.1(e) and Section 1.8 of manifest errorthe Sale Agreement, be conclusive free and binding on clear of any Adverse Claim;
(d) any commingling of funds to which the Borrowers. The Borrowers understand, agree and acknowledge Agent or any Purchaser is entitled under the following: Receivables Sale Agreement with any other funds;
(ie) neither the Administrative Agent nor any Lender has any obligation failure of a Lock-Box Bank to purchase, sell and/or match funds in connection comply with the use terms of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.applicable Lock-Box Letter;
Appears in 1 contract
Indemnities. In addition (a) The Company must immediately on demand indemnify the Fronting Bank (for a Fronted LC) or (for a Syndicate LC) the Agent and each Bank on whose behalf a Letter of Credit was issued against any loss or liability which the Fronting Bank or the Agent or that Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Fronting Bank or the Agent or that Bank.
(i) For a Fronted LC, each Bank must immediately on demand indemnify the Borrowers jointly Fronting Bank against its share of any loss or liability which the Fronting Bank incurs under or in connection with any Letter of Credit issued by it and severally agree which at the date of demand has not been paid for by the Company, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Fronting Bank.
(ii) For a Syndicate LC, each Bank (on whose behalf the Syndicate LC was issued) shall pay to the Agent on such date as the Agent shall specify the share of any Letter of Credit Claim, for payment by the Agent to the beneficiary in accordance with that Letter of Credit, unless the Company has complied with Clause 7.5(b) (Claims under a Letter of Credit).
(c) A Bank’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share of the relevant Letter of Credit on its Utilisation Date, adjusted to reflect any subsequent assignment or transfer under this Agreement in accordance with Clause 7.3 (Assignments and transfers).
(d) The Company must immediately on demand reimburse the Administrative Agent and the Lenders (without duplication) any Bank for any increase in the cost payment it makes to the Administrative Agent and/or Fronting Bank or to a beneficiary of a Letter of Credit under this Clause.
(e) The obligations of the Lenders (as applicable)Company and any Bank under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by the Company or relevant Bank under or in connection with any Letter of Credit, or reduction in the amount regardless of any sum receivable intermediate payment or discharge in whole or in part.
(f) The obligations of the Company and any Bank under this Clause will not be affected by the Administrative Agent and/or the Lenders any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (as applicablewhether or not known to it or any other person), in respect, or as a result of. This includes:
(Ai) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment (however fundamental) of a reasonable and fair basis for calculating such rateFinance Document or any other document or security;
(vii) any unenforceability, the LIBOR Rate Loan Prepayment Fee, and illegality or invalidity of any obligation of any person under any Finance Document or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether viii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Facility Agreement (Scottish Power PLC)
Indemnities. In addition (a) Each Borrower shall within 4 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender's participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit shall within 4 Business Days of demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or any Borrower under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group or any other person;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Facility Agreement (Enodis PLC)
Indemnities. In addition 10.1 The Sellers undertake to pay to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost Buyer an amount equal to the Administrative Agent and/or the Lenders amount (as applicable)together with any reasonable legal and other professional fees and costs, or reduction in the amount penalties and expenses) of any sum receivable payment or waiver of fees which Resource Evaluation Inc. is obliged to make to Pride International, Inc., under the provisions of Section 8.02 of Attachment A to the Pride Contract (a letter from “REL Consultancy Group” to Pride dated 1 March 2005).
10.2 The Sellers undertake to indemnify and to keep indemnified the Buyer against all losses and liabilities (including without limitation any reasonable legal and other professional fees and costs, penalties and expenses) which may be suffered or incurred by it and which arise directly or indirectly in connection with:
10.2.1 the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result liabilities of:
(Aa) REL de Mexico, SA de Cv; and
(b) REL Consultores Internaccionais S/C Ltda; arising on the liquidation of those companies to the extent that they exceed the provision made in respect of those liabilities in the Closing Accounts; and
10.2.2 any conversion or repayment or prepayment Employers National Insurance liability arising on exercise of any of the principal amount Options to the extent that the terms of any LIBOR Rate Loans on a date other than such Options and/or the scheduled last day of rules governing them do not permit such liability to be borne by the Interest Period applicable thereto;
(B) any loans relevant Optionholders and to the extent that such liability has not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (been taken into account in the reasonable determination calculation of Net Tangible Assets.
10.3 Any payment made to the Administrative Agent) are required to Buyer by the Sellers under this Clause 10 shall be terminated treated as a result of any conversion, repayment or prepayment of reduction in the principal amount of any LIBOR Rate Loan on a date other than consideration for the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor Shares sold by them and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by at the Borrowers to time at which Resource Evaluation Inc. makes the Administrative Agent for its own benefit or for the benefit repayment in question.
10.4 Any payment made in respect of the Lenders (as the case may be) within five (5) days a claim under this Clause 10.1 shall include:
10.4.1 an amount in respect of its receipt of such notice, all costs and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses expenses incurred by the Administrative Agent and/or Buyer or the Lenders Company or any of its Subsidiaries bringing the claim (as excluding management time);
10.4.2 any amount necessary to ensure that, after any Taxation of the case may be). The Borrowers further agree payment, the Buyer is left with the same amount it would have had if the payment was not subject to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsTaxation.
Appears in 1 contract
Indemnities. In addition (a) A Borrower must on demand indemnify the Fronting Bank against any loss or liability which the Fronting Bank incurs under or in connection with any Documentary Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Fronting Bank.
(b) Each Lender must promptly on demand indemnify the Fronting Bank against its share of any loss or liability which the Fronting Bank incurs under or in connection with any Documentary Credit and which has not been paid for by an Obligor, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost except to the Administrative Agent and/or extent that the Lenders (as applicable), loss or reduction in the amount of any sum receivable liability is directly caused by the Administrative Agent and/or gross negligence or wilful misconduct of the Lenders (as applicable), in respect, or as a result of:Fronting Bank.
(Ac) any conversion or repayment or prepayment A Lender’s share of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day liability or loss referred to in sub-paragraph (b) above will be its Pro Rata Share of the Interest Period applicable thereto;
(B) relevant Documentary Credit on its Utilisation Date, adjusted to reflect any loans not being made as LIBOR Rate Loans subsequent assignment or transfer under and in accordance with the borrowing request thereofterms of this Agreement.
(d) The relevant Borrower must immediately on demand reimburse any Lender for any payment it makes to the Fronting Bank under this Subclause.
(e) The obligations of each Lender and each Borrower under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or Borrower under or in connection with any Documentary Credit, regardless of any intermediate payment or discharge in whole or in part.
(f) The obligations of each Lender or Borrower under this Clause will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(Cii) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result release of any conversion, repayment or prepayment of person under the principal amount terms of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost composition or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment (however fundamental) of a reasonable and fair basis for calculating such rateFinance Document or any other document or security;
(vii) any unenforceability, the LIBOR Rate Loan Prepayment Fee, and illegality or invalidity of any obligation of any person under any Finance Document or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether viii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Credit Facility Agreement (Valentia Telecommunications)
Indemnities. a) In addition the event DISTRIBUTOR, or any of its customers, is charged with patent or trademark infringement by reason of the distribution or use in the Territory of Product supplied by HCD to DISTRIBUTOR pursuant to this Agreement, HCD agrees to indemnify and defend and save and hold DISTRIBUTOR harmless from any and all claims, costs liabilities and responsibilities. This indemnity shall be satisfied in part by HCD at its discretion defending at its expense and through mutually agreeable attorneys thereof and HCD shall have ten (10) days in which to assume the LIBOR Rate Loan Prepayment Feedefense.
b) It is understood by the parties that HCD may settle or compromise infringement claims subject to Paragraph 9
(a) In the event a proposed settlement involves withdrawing Product from any portion of the Territory, and the parties are unable to reach Agreement to do so, the Borrowers jointly and severally agree matter shall be submitted to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans arbitration in accordance with the applicable LIBOR Election Form rules of the American Arbitration Association. Consideration shall be given in such arbitration to the estimated cost of continued defense of litigation and Certification thereofthe projects market size and profitability. Should Product be withdrawn from some portion of the Territory, orminimum purchase obligations pursuant to Paragraph 5 hereof shall be adjusted accordingly by taking into account relative market projections.
c) In the event that HCD (Dor any of its group companies) any costs associated is charged with marking to market any Hedging Obligations that (trademark infringement by reason of the distribution or use in the reasonable determination Territory or elsewhere of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable Product supplied by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such noticeDISTRIBUTOR, and such notice shall, in alleged trademark infringement results from the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection noncompliance by DISTRIBUTOR with the use terms of this Agreement, DISTRIBUTOR agrees to indemnify and defend and save and hold HCD harmless from any and all claims, costs, liabilities and responsibilities.
d) DISTRIBUTOR agrees to indemnify and defend and save and hold HCD harmless, from any and all claims, costs, liabilities and responsibilities, regardless of the LIBOR Rate claimant or his place of filing a claim, resulting from or in any way associated with the functioning or performance of DISTRIBUTOR as a basis representative, DISTRIBUTOR, supplier, servicer and seller, or other related descriptive classifications, for calculating Products supplied to DISTRIBUTOR by HCD. In the rate event DISTRIBUTOR gives any warranty different from or beyond the standard HCD warranty, it shall be the sole responsibility of interest on a LIBOR Rate LoanDISTRIBUTOR. It is understood, however, that nothing in this Paragraph shall alter the warranty obligations of HCD as set forth in Paragraphs 2.(e), 3.(b) and 3.(c) above.
e) HCD shall defend, indemnify and hold DISTRIBUTOR (iiincluding its directors, officers, employees, agents and representatives) harmless against all damages, costs, expenses, charges, losses or liabilities (including claims of third parties, special, incidental or consequential damages and legal fees) arising from or incidental to usage of the LIBOR Rate may be used merely as a reference in determining such rateProduct or from any failure of HCD to perform and discharge its obligations hereunder or from any breach of warranty by HCD, and (iii) provided however that this indemnity shall not apply to the Borrowers have accepted extent that these damages, costs, expenses, charges, losses or liabilities result from the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred negligence of DISTRIBUTOR or from any unauthorized or false warranty made by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsDISTRIBUTOR.
Appears in 1 contract
Indemnities. In addition 7.1 The Sellers' indemnification obligations pursuant to this Clause 7 shall be several and not joint, and each Seller shall be liable only for a proportion of any liability arising under this Clause equal to the LIBOR Rate Loan Prepayment Feeproportion of the total number of Shares sold by such Seller.
7.2 Subject to the terms and conditions of this Clause 7 (including without limitation the limitations set forth in Clause 6), the Borrowers jointly and severally Sellers hereby agree to reimburse indemnify, defend and hold harmless the Administrative Agent Buyer and its officers, directors, successors and permitted assigns (collectively, the Lenders "BUYER INDEMNITEES") from and against all Losses asserted against, resulting to, imposed upon, or incurred by any Buyer Indemnitee by reason of, arising out of or resulting from:
(without duplicationa) the inaccuracy or breach of any representation or Warranty of Sellers contained in or made pursuant to this Agreement, any Appendix, Schedule or any certificate delivered by the Sellers to Buyer pursuant to this Agreement with respect hereto or thereto in connection with the Completion;
(b) the non-fulfillment or breach of any agreement of the Sellers or the Company contained in this Agreement;
(i) any Taxes with respect to any Tax year or portion thereof ending on or before the Completion Date (or for any increase Tax year beginning before and ending after the Completion Date to the extent allocable to the portion of such period beginning before and ending on the Completion Date) imposed upon the Company or Sellers (including any Taxes arising out of this transaction) and (ii) without duplication of items covered in clause (i), any breach of the representations and warranties in Clause 20 on Appendix 4. Notwithstanding anything to the contrary contained in this Agreement, this indemnity obligation as to any Tax shall survive until thirty (30) days after the expiration of the statute of limitation for that Tax.; or
(d) Disclosed Legal Proceedings, but only to the extent set out in Clause 6.8.
7.3 The Buyer shall notify the Sellers of any Claim for which the Sellers may have an indemnification liability under Clause 5.3 of this Agreement as soon as reasonably possible, giving reasonable details. In the event that (a) the Sellers have not objected to the amount claimed by the Buyer for indemnification with respect to any Loss in accordance with the procedures set forth in the cost Bank Guarantees, such objection to be made in writing within 15 days after the Administrative Agent and/or Sellers have received the Lenders (as applicable)Buyer's notice, or reduction in (b) the Sellers have delivered notice of their disagreement as to the amount of any sum receivable indemnification requested by the Administrative Agent and/or Buyer such disagreement to be made in writing by the Lenders Sellers to the Buyer within 15 days after the Sellers have received the Buyer's notice, and either (as applicable)i) the Sellers and the Buyer shall have, subsequent to the Sellers having given such notice, mutually agreed a specified amount in respect of the Sellers' liability and shall have so jointly notified each of the guaranteeing banks or (ii) a final nonappealable judgment shall have been rendered by the court having jurisdiction over the matters relating to such claim by the Buyer for indemnification from the Sellers and the guaranteeing banks shall have received, in respectthe case of clause (i) above, or as joint written instructions from the Seller and the Buyer or, in the case of clause (ii) above, a result of:
(A) any conversion or repayment or prepayment copy of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day final nonappealable judgment of the Interest Period applicable thereto;
(B) court, the guaraneeing banks shall deliver to the Buyer from the Bank Guarantees any loans not being made as LIBOR Rate Loans amount determined to be owed to the Buyer under this Clause 7.3 in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued asBank Guarantees. The Buyer shall make demand under all of the Bank Guarantees at the same time. Each such demand shall be for the "Relevant Percentage", or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (as defined in the reasonable determination Bank Guarantees, of the Administrative Agenttotal amount of the relevant Claim.
7.4 As used in this Clause 7, the term "Losses" shall include all direct losses, liabilities, damages, judgments, awards, orders, penalties, settlements, costs and expenses (including, without limitation, interest, penalties, court costs and reasonable legal fees and expenses, but excluding any consequential losses, loss of profit or loss of reputation) are required including those arising from any demands, claims, suits, actions, costs of investigation, notices of violation or noncompliance, causes of action, proceedings and assessments whether or not made by Third Parties or whether or not ultimately determined to be terminated as a result valid. Solely for the purpose of any conversion, repayment or prepayment of determining the principal amount of any LIBOR Rate Loan on Losses (and not for determining any breach) for which any Buyer Indemnitee may be entitled to indemnification pursuant to Clause 7, any Losses recoverable in respect of a date breach of representation or warranty contained in this Agreement that is qualified by a term or terms such as "material" or "materially," or any equivalent qualification shall include all Losses that are recoverable in respect of such breach, and not only the "material" Losses or the Losses that relate to the part which is "material."
7.5 Notwithstanding anything to the contrary contained in this Agreement, the parties' rights and remedies under Clause 6, Clause 7 and Clause 17 shall not exclude or limit any other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such eventrights or remedies that may be available to them under Belgian law, such notice as (without limitation) the right to stateapply to a court of competent authority in any jurisdiction for relief by way of injunction or restraining order or the right to seek specific performance of this Agreement, it being however understood and agreed that, except in reasonable detailcase of fraud or intentional misconduct ("bedrog / dol"), the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers parties hereby to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the followingfullest extent permitted by law waive: (i) neither the Administrative Agent nor right to seek the termination of this Agreement (at any Lender has any obligation time, including after the Completion Date), be it pursuant to purchasethe theory of "wilsgebreken / vices de consentement", sell and/or match funds in connection with the use article 1641 et seq. of the LIBOR Rate as a basis for calculating Belgian Civil Code, Article 1184 of the rate of interest on a LIBOR Rate Loan, Belgian Civil Code or otherwise; and (ii) the LIBOR Rate may right to seek damages otherwise than pursuant to and in accordance with this Agreement, be used merely as a reference in determining such rateit pursuant to pre-contractual or extra-contractual liability, and (iii) article 1641 et seq. of the Borrowers have accepted Belgian Civil Code, Article 1184 of the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether Belgian Civil Code or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsotherwise.
Appears in 1 contract
Sources: Share Purchase Agreement (Navios Maritime Holdings Inc.)
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Guarantee requested by that Borrower.
(b) Each Bank shall (according to its Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document) except to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase extent that cash cover has been provided by an Obligor in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount respect of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Guarantee in accordance with the borrowing request thereof;terms of this Agreement or to the extent that a back-to-back indemnity or counter-guarantee (in each case, on such terms as have been approved by the Issuing Bank) has been provided in a respect of a Guarantee.
(Cc) If any LIBOR Rate Loans Bank is not being continued aspermitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Bank will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Guarantee is issued (or converted intoif later, LIBOR Rate Loans on the date the Bank’s participation in the Guarantee is transferred or assigned to the Bank in accordance with the applicable LIBOR Election Form terms of this Agreement), an undivided interest and Certification thereofparticipation in the Guarantee in an amount equal to its Guarantee Proportion of that Guarantee. On receipt of demand from the Agent, orthat Bank shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Guarantee Proportion of the amount demanded.
(Dd) Each Borrower shall immediately on demand reimburse any costs associated with marking Bank for any payment it makes to market any Hedging Obligations the Issuing Bank under this Clause 7.4 (Indemnities) in respect of a Guarantee which it requested.
(e) The obligations of each Bank under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that (Bank in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionGuarantee, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventBank under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use of the LIBOR Rate as any beneficiary under a basis for calculating the rate of interest on a LIBOR Rate Loan, Guarantee or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateGuarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Guarantee or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Subsea 7 S.A.)
Indemnities. In addition (a) MCL shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Performance Bond.
(b) Each Lender shall (according to its Bond Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Performance Bond (unless the Issuing Bank has been reimbursed by MCL).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Performance Bond is issued (or if later, on the date the Lender's participation in the Performance Bond is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Performance Bond in an amount equal to its Bond Proportion of that Performance Bond. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Bond Proportion of the amount demanded under paragraph (b) above.
(Cd) MCL shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 19.5 (Indemnities) in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of a Performance Bond.
(De) any costs associated with marking The obligations of each Lender under this Clause 19 are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionPerformance Bond, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender under this Clause 19 will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause 19, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause 19 (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with MCL, any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as beneficiary under a basis for calculating the rate of interest on a LIBOR Rate Loan, Performance Bond or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of MCL or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of MCL, any beneficiary under a Performance Bond or any other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of MCL, any beneficiary under a reasonable and fair basis for calculating such ratePerformance Bond or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Performance Bond or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Performance Bond or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplicationa) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable The Borrower will on demand by the Administrative Agent and/or Lender indemnify the Lenders (as applicable)Lender against any Cost, in respectloss, damage or claim which the Lender may sustain or incur as a result consequence of:
(Ai) any conversion or repayment or prepayment of the principal amount of sum payable by any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoSecurity Provider under any Finance Document not being paid when due;
(Bii) the occurrence of any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereofEvent of Default or Potential Event of Default;
(Ciii) any LIBOR Rate Loans a Drawdown requested in a Utilisation Notice not being continued as, or converted into, LIBOR Rate Loans in accordance with provided for any reason including failure to fulfil any condition precedent but excluding any default by the applicable LIBOR Election Form and Certification thereof, orLender;
(Div) any costs associated with marking to market any Hedging Obligations that it becoming, after the date of this agreement, unlawful or (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicableChange) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or impossible for the benefit of the Lenders (as the case may be) within five (5) days Lender to maintain or give effect to any of its receipt obligations under the Finance Documents;
(v) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Security Provider or with respect to any transaction contemplated by any Finance Document;
(vi) anything in respect of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: a Security or any Security Property;
(ivii) neither the Administrative Agent nor a liability under any Lender has Environmental Law;
(viii) any obligation to purchase, sell and/or match funds information produced or approved by any Group Member under or in connection with the use Finance Documents or the transactions they contemplate being or being alleged to be misleading or deceptive in any material respect;
(ix) the Lender acting on any fax or other notice or on any direct oral or telephone instructions or request reasonably believed by the Lender to originate from any Security Provider or an Authorised Officer of that Security Provider; or
(x) the Lender receiving payments of principal other than on the last day of an Interest Period for any reason including prepayment in accordance with a Finance Document.
(b) These Costs, losses, damages and claims will include any loss of margin and the amount determined by the Lender as being any Break Costs suffered or incurred by that Lender by reason of the LIBOR Rate as a basis liquidation or re-employment of deposits or other funds acquired or contracted for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or Lender to fund or maintain any Drawdown.
(c) The Lender must, as soon as reasonably practicable after demand by the Lenders (as Borrower, provide a certificate to the case may beBorrower verifying the amount of its Break Costs claimed under clause 19(a). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.
Appears in 1 contract
Sources: R&d Tax Incentive Prepayment Loan Facility Agreement (Immuron LTD)
Indemnities. In addition 6.10.1 Save to the LIBOR Rate extent that any Loan Prepayment Feeis made pursuant to Clause 6.9 (Loans to cover demands) in respect of any claim, each Borrower shall immediately on demand indemnify the Fronting Bank against payment made, or any cost, loss or liability incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank’s gross negligence or wilful misconduct) in acting as the Fronting Bank under any Letter of Credit requested by that Borrower.
6.10.2 Save to the extent that any Loan is made pursuant to Clause 6.9 (Loans to cover demands) in respect of any claim, each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Fronting Bank against any payment made, or cost, loss or liability incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank’s gross negligence or wilful misconduct) in acting as the Fronting Bank under any Letter of Credit (save to the extent that the Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
6.10.3 If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 6.10.2, then that Lender will not be obliged to comply with Clause 6.10.2 and shall instead be deemed to have taken, on the first day of the Term of that Letter of Credit (or if later, on the date the Lender’s participation in that Letter of Credit is transferred or assigned to the Lender in accordance with the terms of this Agreement), an undivided interest and participation in that Letter
6.10.4 The Borrower which requested a Letter of Credit shall immediately on demand reimburse any Lender for any payment it makes to the Fronting Bank under this Clause 6.10 (Indemnities) in respect of that Letter of Credit.
6.10.5 The obligations of the Borrowers jointly and severally agree each Lender under this Clause 6.10 (Indemnities) are continuing obligations and will extend to reimburse the Administrative Agent and the Lenders ultimate balance of sums payable by that Lender in respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
6.10.6 The obligations of any Lender under this Clause 6.10 (Indemnities) will not be affected by any act, omission, matter or thing which, but for this Clause 6.10.6, would reduce, release or prejudice any of its obligations under this Clause 6.10 (Indemnities) (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(A) any conversion time, waiver or repayment consent granted to, or prepayment composition with, any Obligor, any beneficiary under a Letter of the principal amount of any LIBOR Rate Loans on a date Credit or other than the scheduled last day of the Interest Period applicable theretoperson;
(B) the release of any loans not being made as LIBOR Rate Loans in accordance other Obligor or any other person under the terms of any composition or arrangement with the borrowing request thereofany creditor or any other person;
(C) any LIBOR Rate Loans not being continued asthe taking, variation, compromise, exchange, renewal or release of, or converted intorefusal or neglect to perfect, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereoftake up or enforce, orany rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person;
(D) any costs associated with marking non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to market realise the full value of any Hedging Obligations that security;
(E) any incapacity or lack of power, authority or legal personality of or dissolution or change in the reasonable determination members or status of the Administrative Agentan Obligor, any beneficiary under a Letter of Credit or any other person;
(F) are required to be terminated as any amendment (however fundamental) or replacement of a result Finance Document, any Letter of Credit or any other document or security;
(G) any unenforceability, illegality or invalidity of any conversion, repayment or prepayment of the principal amount obligation of any LIBOR Rate Loan on a date person under any Finance Document, any Letter of Credit or any other than the scheduled last day of the Interest Period applicable theretodocument or security; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of or
(H) any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost insolvency or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Secured Revolving Loan and Letter of Credit Facility Agreement (Endeavour International Corp)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) The Borrower shall immediately on demand indemnify each LC Issuing Bank against any conversion cost, loss or repayment liability incurred by such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or prepayment wilful misconduct and otherwise in respect of the principal amount obligation of any LIBOR Rate Loans on a date other than the scheduled last day Lender to provide cash collateral pursuant to Clause 8.10) in acting as an LC Issuing Bank under any Letter of the Interest Period applicable thereto;Credit.
(B) Each Lender shall (according to its LC Proportion) immediately on demand by the Facility Agent (acting on the instructions of the relevant LC Issuing Bank), indemnify each LC Issuing Bank against any loans not being made cost, loss or liability incurred by the LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as LIBOR Rate Loans in accordance with such LC Issuing Bank under any Letter of Credit (unless that LC Issuing Bank has been reimbursed by the borrowing request thereof;Borrower pursuant to a Finance Document).
(C) The Borrower shall immediately on demand reimburse any LIBOR Rate Loans not being continued asLender for any payment it makes to an LC Issuing Bank under this clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to Clause 8.10 but including in respect of any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under Clause 8.10(C) or 8.10(D)). In the absence of reimbursement of the LC Issuing Bank or Lenders by the Borrower pursuant to this clause 8.4 within 5 Business Days of demand (the “LC Payment Date”), or converted into, LIBOR Rate Loans the Borrower shall be deemed to have requested a Loan of an amount (in Dollars) equal to the outstanding amount payable on the LC Payment Date and the Borrower shall be treated as having agreed to borrow that Loan on the LC Payment Date. The proceeds of each Loan made available by the Lenders in accordance with the applicable LIBOR Election Form this clause 8.4(C) and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required deemed to be terminated as a result of any conversion, repayment or prepayment of made to the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts Borrower shall be payable by the Borrowers paid to the Administrative Agent for its own benefit or for the benefit of the Lenders LC Issuing Bank (or, as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding Facility Agent on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use behalf of the LIBOR Rate as a basis Lenders) in satisfaction of the obligations of the Borrower in accordance with this clause 8.4 to reimburse the LC Issuing Bank or Lenders for calculating the rate amount of interest on a LIBOR Rate Loanthe outstanding payment.
(D) The obligations of each Lender and the Borrower under this clause are continuing obligations and will extend to the ultimate balance of sums payable by that Lender or, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay , the LIBOR Rate Loan Prepayment Fee and other funding lossesBorrower in respect of any Letter of Credit, if any, whether regardless of any intermediate payment or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsdischarge in whole or in part.
Appears in 1 contract
Indemnities. In addition to (a) Each Borrower shall immediately on demand indemnify the LIBOR Rate Loan Prepayment FeeIssuing Bank against any cost, loss or liability incurred by the Borrowers jointly Issuing Bank (otherwise than by reason of the Issuing Bank 's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Original Revolving Facility Lender, Additional Revolving Facility Lender and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders Refinancing Revolving Facility Lender (as applicable) shall (according to its L/C Proportion) immediately on demand indemnify the relevant Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of that Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document), .
(c) If any Original Revolving Facility Lender or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders Additional Revolving Facility Lender or Refinancing Revolving Facility Lender (as applicable)) is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender's participation in respect, the Letter of Credit is transferred or as a result of:
(A) any conversion or repayment or prepayment of assigned to the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(Cd) The Borrower which requested (or on behalf of which the Obligors’ Agent requested) a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender or Borrower under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender or Borrower in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on intermediate payment or discharge in whole or in part.
(f) If a date other than Borrower has provided cash cover in respect of a Lender's participation in a Letter of Credit, the scheduled last day Issuing Bank shall seek reimbursement from that cash cover before making a demand of the Interest Period applicable thereto; that Lender under paragraph (b) above. Any recovery made by an Issuing Bank pursuant to that cash cover will reduce that Lender's liability under paragraph (a) above.
(g) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause 7.3 will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause 7.3, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee(a) The Seller shall indemnify, the Borrowers jointly keep indemnified and severally agree to fully reimburse the Administrative Agent Buyer against all Employment Costs and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable)Employment Liabilities incurred, suffered or reduction in the amount of any sum receivable paid by the Administrative Agent and/or the Lenders (as applicable), Buyer arising directly or indirectly in respect, or as a result ofconnection with:
(Ai) the employment of any conversion or repayment or prepayment of the principal amount Transferring Employees, or the termination of any LIBOR Rate Loans their employment, on a date other than or prior to the scheduled last day of the Interest Period applicable theretoEffective Time;
(Bii) any loans not being made as LIBOR Rate Loans act, omission or fault of the Seller (or a Seller Employer) or any other event, matter or circumstance occurring or having its origin before the Effective Time in respect of any of the Transferring Employees;
(iii) the Seller’s (or a Seller Employer’s) failure to comply with any obligation it has to inform or consult with Employees or their Employee Representatives in accordance with the borrowing request thereof;
ARD or Similar Law or otherwise save where the Buyer has failed to comply with its obligations under the same (C) but, for the avoidance of doubt, this indemnity shall not apply to a failure to comply with any LIBOR Rate Loans not being continued as, obligation to inform or converted into, LIBOR Rate Loans consult in accordance with the applicable LIBOR Election Form and Certification thereof, orARD or Similar Law in respect of Non-ARD Employees or any failure by the Seller to conduct a 60-day pension consultation with Employees prior to the Effective Time in accordance with the Pension Regulations is subject to the Buyer’s indemnity at paragraph 5(g)(vi) below);
(Div) any costs associated with marking claim or proceedings filed in a UK court of law by an ARD Transferring Employee in respect of any early retirement or redundancy pension or lump sum benefit acquired under the Nokia Group (UK) Pension Scheme, in respect of service prior to market any Hedging Obligations that (in Completion and calculated by reference to the reasonable determination of ARD Transferring Employee’s earnings at Completion, for which the Administrative Agent) are required to be terminated Buyer has become liable as a result of the TUPE Regulations. The provisions of paragraphs 15 and 18 of Schedule 4 shall apply to any conversion, repayment or prepayment claim made under this indemnity.
(b) The Seller shall not be obliged to indemnify the Buyer under paragraph 5(a) above in respect of any Employment Liability to the extent that the relevant Employment Liability:
(i) is one which falls within the scope of any of the principal amount Buyer’s indemnities under paragraph 5((g) below:
(ii) arises as a result of a negligent or unlawful discriminatory act by the Buyer;
(iii) arises solely from the accrual of service by any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers ARD Transferring Employees prior to the Administrative Agent for its own benefit or for Effective Time; or
(iv) is one in respect of which the Buyer has the benefit of any insurance policy transferred by operation of law from Seller to the Lenders Buyer.
(c) If it is found or alleged that any contract of employment relating to a person who is or has been an employee of a Seller Employer other than a Transferring Employee has effect as if originally made between the case may be) within five (5) days Buyer and that person as a result of its receipt the operation of the ARD or Similar Law then the Buyer shall, having become aware of such noticefinding or allegation in relation to such contract, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: or alleged effect:
(i) neither notify the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use Seller as soon as possible of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, such finding or allegation (“Notification”);
(ii) the LIBOR Rate may be used merely as a reference in determining such rateSeller shall, and (iii) within the Borrowers have accepted period of 14 days from the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred date of receipt by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree Seller of such Notification make an offer of employment to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.such person on terms overall no less
Appears in 1 contract
Sources: Business Sale Agreement (LINE Corp)
Indemnities. In addition 11.1 The Customer shall pay, on demand on a full indemnity basis, all costs and expenses that the Bank incurs in connection with the negotiation and preparation, amendment, extension, alteration, and enforcement of these DC General Conditions.
11.2 The Customer shall indemnify the Bank on demand against all Losses howsoever arising which the Bank or our branches, offices, Correspondent Banks, agents or Affiliates (“Indemnitees”) (or any one of them) may incur or sustain:
11.2.1 by reason of issuing, establishing or enforcing any Documentary Credit or arising from or in connection with any Documentary Credit;
11.2.2 from or in connection with any Documentary Collection, including all legal and other costs, charges and expenses which we may incur in connection with the enforcement, or attempted enforcement, of our rights under these DC General Conditions and/ or any Documentary Credit or associated with any Documentary Collection.
11.3 Losses of any Indemnitee to which this section headed “Indemnities” applies shall be deemed to be our direct Losses, which shall include the LIBOR Rate Loan Prepayment FeeLosses of any Correspondent Bank.
11.4 The Customer shall indemnify the Bank and keep the Bank indemnified against all demands, claims, liabilities, losses, costs and expenses whatsoever (including all legal and other costs, charges and expenses the Bank may incur in connection with the credit, or in enforcing, or attempting to enforce, your rights under this indemnity) arising in relation to, or out of, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, credit or as a result of:
(A) any conversion of your having established it. The Customer shall pay and reimburse them to you on demand, together with interest on them as well after as before judgement, from the date when they were first paid or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable incurred by the Borrowers to Bank until payment of them by the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such noticeCustomer in full, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating at the rate of % per annum above the cost to Bank (as conclusively determine by the Bank) of acquiring the funds to effect such disbursement. Such payment and reimbursement (including interest) shall be either in the currency in which each sum was disbursed by the Bank or, at its option its equivalent in Omani Riyals at the rate prevailing at the date of such disbursement. The Customer irrevocably authorizes the Bank, without prejudice to any other right or remedy to debit such payment or reimbursement to any account which the Customer may have with the Bank. ﺔــﻣزﻼﻟا ﺔــﻴﺒﻨﺟ ا ﺔــﻠﻤﻌﻟا ءاﺮــﺸﺑ ﻚــﻨﺒﻟا ﻞــﻴﻤﻌﻟا ضﻮــﻔﻳ ﻲــﻟﺎﺤﻟا ﻊــﻴﺒﻟا ﺮﻌــﺴﺑ ﺎــﻬﻌﻴﺑ وأ ﻞــﻴﻤﻌﻟا بﺎــﺴﺤﻟ ﺪــﻬﻌﺘﻳ .يﺪﻨﺘــﺴﻤﻟا دﺎــﻤﺘﻋﻻا ﺔــﻤﻴﻗ لدﺎــﻌﻳ ﺎــﻤﺑ ﻚــﻨﺒﻠﻟ ﺔـﻠﻤﻌﻟﺎﺑ ﺔـﻌﻳدو ﻚـﻨﺒﻟا رﺎـﻴﺘﺧا ﺐـﺴﺣ ﻊـﻓﺪﻳ نﺄـﺑ ﻞـﻴﻤﻌﻟا .ﺔــﻴﺒﻨﺟ ا تﻼﻤــﻌﻟا ءاﺮــﺸﻟ ﻚــﻨﺒﻟا ﺎﻬﻣﺪﺨﺘــﺴﻳ ﺔــﻴﻠﺤﻤﻟا ﻢــﺼﺧ ﻢــﺘﻳ ،ﻚــﻟذ ﻦــﻣ ﻞــﻗأ عاﺪــﻳ”ا اﺬــﻫ ﻎــﻠﺒﻣ نﺎﻛ اذإ بﺎــﺴﺣ ﻦــﻣ ﺔــﺑﻮﻠﻄﻤﻟا ﺔــﻴﺒﻨﺟ ا تﻼﻤــﻌﻟا فﺮــﺻ ﺔــﻤﻴﻗ .ﻞــﻴﻤﻌﻟا ٤٫١٠ سﺎــﺳأ ﻰــﻠﻋو ﺐــﻠﻄﻟا ﺪــﻨﻋ ،ﻞــﻴﻤﻌﻟا ﻰــﻠﻋ ﻦــﻴﻌﺘﻳ تﺎــﻘﻔﻨﻟاو ﻒــﻴﻟﺎﻜﺘﻟا ﻊــﻴﻤﺟ ﻊــﻓد ،ﻞــﻣﺎﻜﻟا ﺾــﻳﻮﻌﺘﻟا داﺪــﻋإو ضوﺎــﻔﺘﻟﺎﺑ ﻖــﻠﻌﺘﻳ ﺎــﻤﻴﻓ ﻚــﻨﺒﻟا ﺎــﻫﺪﺒﻜﺘﻳ ﻲــﺘﻟا ﺔــﻣﺎﻌﻟا طوﺮــﺸﻟا هﺬــﻫ ذﺎــﻔﻧإو ﺮــﻴﻴﻐﺗو ﺪــﻳﺪﻤﺗو ﻞــﻳﺪﻌﺗو .يﺪﻨﺘــﺴﻤﻟا دﺎــﻤﺘﻋﻼﻟ ١٫١١ ﻦــﻋ ﺐــﻠﻄﻟا ﺪــﻨﻋ ﻚــﻨﺒﻟا ﺾــﻳﻮﻌﺗ ﻞــﻴﻤﻌﻟا ﻰــﻠﻋ ﻦــﻴﻌﺘﻳ ﺎﻫﺪﺒﻜﺘﻳ ﺪـﻗ ﻲﺘﻟاو ﺔﻤﺟﺎﻧ ﺖـﻧﺎﻛ ﺎـﻤﻬﻣ ﺮﺋﺎـﺴﺨﻟا ﻊـﻴﻤﺟ وأ ﺔﻠــﺳاﺮﻤﻟا كﻮــﻨﺒﻟا وأ ﺎــﻨﺒﺗﺎﻜﻣ وأ ﺎــﻨﻋوﺮﻓ وأ ﻚــﻨﺒﻟا يأ وأ) (“نﻮــﺿﻮﻌﻤﻟا”) ﺔــﻌﺑﺎﺘﻟا تﺎﻛﺮــﺸﻟا وأ ءﻼﻛﻮــﻟا :ﺎــﻫﻮﻠﻤﺤﺘﻳ وأ (ﻢــﻬﻨﻣ ٢٫١١ وأ يﺪﻨﺘـﺴﻣ دﺎـﻤﺘﻋا يأ ذﺎـﻔﻧإ وأ ءﺎـﺸﻧإ وأ راﺪـﺻإ ﺐﺒـﺴﺑ ؛يﺪﻨﺘــﺴﻣ دﺎــﻤﺘﻋا يﺄــﺑ ﻖــﻠﻌﺘﻳ ﺎــﻤﻴﻓ وأ ﻦــﻋ ﺊــﺷﺎﻧ ١٫٢٫١١ ﻚــﻟذ ﻲــﻓ ﺎــﻤﺑ ،يﺪﻨﺘــﺴﻣ ﻞــﻴﺼﺤﺗ يﺄــﺑ ﻖــﻠﻌﺘﻳ ﺎــﻤﻴﻓ ﻒــﻴﻟﺎﻜﺘﻟا ﻦــﻣ ﺎــﻫﺮﻴﻏو ﺔــﻴﻧﻮﻧﺎﻘﻟا ﻒــﻴﻟﺎﻜﺘﻟا ﻊــﻴﻤﺟ ﻖــﻠﻌﺘﻳ ﺎــﻤﻴﻓ ﺎــﻫﺪﺒﻜﺘﻧ ﺪــﻗ ﻲــﺘﻟا تﺎــﻘﻔﻨﻟاو مﻮــﺳﺮﻟاو طوﺮـﺸﻟا هﺬـﻫ ﺐـﺟﻮﻤﺑ ﺎـﻨﻗﻮﻘﺣ ذﺎـﻔﻧإ ﺔـﻟوﺎﺤﻣ وأ ذﺎـﻔﻧﺈﺑ دﺎــﻤﺘﻋا يأ وأ/و ﺔﻳﺪﻨﺘــﺴﻤﻟا تادﺎــﻤﺘﻋﻼﻟ ﺔــﻣﺎﻌﻟا .يﺪﻨﺘــﺴﻣ ﻞــﻴﺼﺤﺗ يﺄــﺑ ﻂــﺒﺗﺮﻣ وأ يﺪﻨﺘــﺴﻣ ٢٫٢٫١١ تﺎﺒﻠﻄﻟا ﻊـﻴﻤﺟ ﻦﻋ ﻚـﻨﺒﻟا ﺾـﻳﻮﻌﺗ ﻞـﻴﻤﻌﻟا ﻰـﻠﻋ ﺐـﺠﻳ تﺎــﻘﻔﻨﻟاو ﻒــﻴﻟﺎﻜﺘﻟاو ﺮﺋﺎــﺴﺨﻟاو تﺎــﻣاﺰﺘﻟﻻاو تﺎــﺒﻟﺎﻄﻤﻟاو ﺔـﻴﻧﻮﻧﺎﻘﻟا ﻒـﻴﻟﺎﻜﺘﻟا ﻊـﻴﻤﺟ ﻚـﻟذ ﻲـﻓ ﺎـﻤﺑ) عﻮـﻧ يأ ﻦـﻣ ﺪــﻗ ﻲــﺘﻟا تﺎــﻘﻔﻨﻟاو مﻮــﺳﺮﻟاو ﻒــﻴﻟﺎﻜﺘﻟا ﻦــﻣ ﺎــﻫﺮﻴﻏو ذﺎــﻔﻧإ ﻲــﻓ وأ نﺎــﻤﺘﺋﻻﺎﺑ ﻖــﻠﻌﺘﻳ ﺎــﻤﻴﻓ ﻚــﻨﺒﻟا ﺎــﻫﺪﺒﻜﺘﻳ (ﺾــﻳﻮﻌﺘﻟا اﺬــﻫ ﺐــﺟﻮﻤﺑ ﻚــﻗﻮﻘﺣ ذﺎــﻔﻧإ ﺔــﻟوﺎﺤﻣ وأ ﻚﺋﺎــﺸﻧ” ﺔــﺠﻴﺘﻧ وأ نﺎــﻤﺘﺋﻻﺎﺑ ﻖــﻠﻌﺘﻳ ﺎــﻤﻴﻓ ﺔﺌــﺷﺎﻨﻟا ،ﺐــﻠﻄﻟا ﺪــﻨﻋ داﺪــﺴﻟا ﻞــﻴﻤﻌﻟا ﻰــﻠﻋ ﻦــﻴﻌﺘﻳو ،نﺎــﻤﺘﺋﻼﻟ ﻰـﻠﻋ ﺔﻘﺤﺘـﺴﻣ نﻮـﻜﺗ ﺪـﻗ ﻲـﺘﻟا ةﺪـﺋﺎﻔﻟا ﻰـﻟإ ﺔـﻓﺎﺿ”ﺎﺑ ،هﺪﻌﺑ وأ ﺎﻬﻧﺄـﺸﺑ ﻢـﻜﺣ روﺪـﺻ ﻞـﺒﻗ ءاﻮـﺳ ﻎـﻟﺎﺒﻤﻟا هﺬـﻫ ﺎــﻬﻟ ﻚــﻨﺒﻟا ﻊــﻓد وأ ﺎــﻬﻓﺮﺻ ﺦــﻳرﺎﺗ ﻦــﻣ ةﺪــﺋﺎﻔﻟا ﺐــﺴﺤﺗو لﺪـﻌﻤﺑ ،ﻞـﻣﺎﻜﻟﺎﺑ ﺎـﻬﻟ ﻞـﻴﻤﻌﻟا داﺪـﺳ ﻰـﺘﺣو ةﺮـﻣ لو ﻚـﻨﺒﻟا ﺎـﻬﻠﻤﺤﺘﻳ ﻲـﺘﻟا ﺔـﻔﻠﻜﺘﻟا ﻦـﻣ ﻰـﻠﻋأ ﺎﻳﻮﻨـﺳ ٪...... (ﻲــﻌﻄﻗ ﻞﻜــﺸﺑ ﻚــﻨﺒﻟا هدﺪــﺤﻳ يﺬــﻟا ﻮــﺤﻨﻟا ﻰــﻠﻋ) ﺎــﻤﻛ ،فﺮــﺼﻟا اﺬــﻫ ﺬــﻴﻔﻨﺘﻟ لاﻮــﻣ ا ﻰــﻠﻋ لﻮــﺼﺤﻠﻟ ﻞﻛ ﻦــﻋ ﻚــﻨﺒﻟا ﺾــﻳﻮﻌﺘﺑ راﺮﻤﺘــﺳﺎﺑ ﻞــﻴﻤﻌﻟا مﺰــﺘﻠﻳ ﻚـﻟذ ﻲـﻓ ﺎـﻤﺑ) داﺪـﺴﻟاو ﻊـﻓﺪﻟا اﺬـﻫ نﻮـﻜﻳو .مﺪـﻘﺗ ﺎـﻣ ﻦــﻣ ﻎــﻠﺒﻣ ﻞﻛ ﺎــﻬﺑ فﺮــﺻ ﻲــﺘﻟا ﺔــﻠﻤﻌﻟﺎﺑ ﺎــﻣإ (ةﺪــﺋﺎﻔﻟا ﺮﻌــﺴﺑ ﻲــﻧﺎﻤﻌﻟا لﺎــﻳﺮﻟﺎﺑ ﻪــﻟدﺎﻌﻳ ﺎــﻣ وأ ﻚــﻨﺒﻟا ﻞــﺒﻗ ﻞـﻴﻤﻌﻟا ضﻮـﻔﻳ .فﺮـﺼﻟا اﺬـﻫ ﺦـﻳرﺎﺗ ﻲـﻓ ﺪﺋﺎـﺴﻟا فﺮـﺼﻟا وأ ﻖـﺣ يﺄـﺑ سﺎـﺴﻤﻟا نود ،ﻪـﻴﻓ ﺔـﻌﺟر ﻻ ﺎـﻀﻳﻮﻔﺗ ﻚـﻨﺒﻟا ﻰـﻟإ داﺪـﺴﻟا وأ ﻎـﻠﺒﻤﻟا اﺬـﻫ ﻦـﻣ ﻢـﺼﺨﻟﺎﺑ ،ﺮـﺧآ ﺾـﻳﻮﻌﺗ .ﻚــﻨﺒﻟا ىﺪــﻟ ﻞــﻴﻤﻌﻠﻟ نﻮــﻜﻳ ﺪــﻗ بﺎــﺴﺣ يأ ٤٫١١
12.1 The Bank may, at any time without prior notice, apply any credit balance on any Account in (or towards) satisfaction of any unpaid sum then due and payable or other liability from time to time due or owing by the Customer to the Bank under these DC General Conditions. If the credit balances on any Accounts are in different currencies, we may convert either balance at a market rate of exchange (the rate of exchange being determined on the date of conversion) to set it off against another amount. Any agreement that all or any part of the balance on any such Account is to be held on fixed time deposit shall be for the purpose of calculation and payment of interest on a LIBOR Rate Loanonly and shall not prejudice our rights or obligations under or pursuant to this clause or any other term of these DC General Conditions. This right applies in addition to our other rights and remedies under these DC General Conditions or applicable law. ﺢــﻨﻣ نود تﺎــﻗو ا ﻦــﻣ ﺖــﻗو يأ ﻲــﻓ ،ﻚــﻨﺒﻠﻟ زﻮــﺠﻳ ١٫١٢ ﻦــﺋاد ﺪــﻴﺻر يأ ماﺪﺨﺘــﺳإ ،ﻞــﻴﻤﻌﻠﻟ ﻖﺒــﺴﻣ رﺎﻌــﺷإ ﺎــﻬﺑ ﻆــﻔﺘﺤﻳ ﻲــﺘﻟا تﺎﺑﺎــﺴﺤﻟا ﻦــﻣ بﺎــﺴﺣ يﺄــﺑ ﺮــﻓﻮﺘﻣ ﻎـﻠﺒﻣ يﺄـﺑ ءﺎـﻓﻮﻟا (ﻞـﺑﺎﻘﻣ وأ) ﻲـﻓ ﻚـﻨﺒﻟا ىﺪـﻟ ﻞـﻴﻤﻌﻟا وأ ﺬــﺌﺘﻗو ﻊــﻓﺪﻟا ﺐــﺟاوو ﺎﻘﺤﺘــﺴﻣ ﺢــﺒﺼﻳُ عﻮــﻓﺪﻣ ﺮــﻴﻏ يأ ﻲــﻓ ﻊــﻓﺪﻟا ﺐــﺟاو وأ ﻖﺤﺘــﺴﻣ ﺮــﺧآ ماﺰــﺘﻟﺈﺑ ءﺎــﻓﻮﻠﻟ طوﺮـﺸﻟا هﺬـﻫ ﺐـﺟﻮﻤﺑ ﻚـﻨﺒﻟا ﺢـﻟﺎﺼﻟ تﺎـﻗو ا ﻦـﻣ ﺖـﻗو ﺔـﻨﺋاﺪﻟا ةﺪـﺻر ا ﺖـﻧﺎﻛ اذإ .يﺪﻨﺘـﺴﻤﻟا دﺎـﻤﺘﻋŲﻟ ﺔـﻣﺎﻌﻟا زﻮـﺠﻳ ،ﺔـﻔﻠﺘﺨﻣ تﻼﻤـﻌﺑ ﻞـﻴﻤﻌﻠﻟ بﺎـﺴﺣ يﺄـﺑ ةﺮـﻓﻮﺘﻤﻟا ﺔــﻠﻤﻋ فﺮــﺻ ﺮﻌــﺴﺑ ﻦــﺋاد ﺪــﻴﺻر ﻎــﻠﺒﻣ يأ ﻞــﻳﻮﺤﺗ ﺎــﻨﻟ ﺮﻌــﺳ دﺪــﺤﻳ) قﻮــﺴﻟا ﻲــﻓ ﺪﺋﺎــﺴﻟا ﻦــﺋاﺪﻟا ﺪــﻴﺻﺮﻟا ﻚــﻟذ ﺪﺋﺎــﺴﻟا ﺮﻌــﺴﻟا سﺎــﺳأ ﻰــﻠﻋ ﺔــﻟﺎﺤﻟا هﺬــﻫ ﻲــﻓ فﺮــﺼﻟا ﺪــﻴﺻﺮﻟا ﺔــﺻﺎﻘﻣ ضﺮــﻐﺑ ﻚــﻟذو (ﻞــﻳﻮﺤﺘﻟا ﺦــﻳرﺎﺗ ﻲــﻓ ضﺮــﻐﻟا نﻮــﻜﻳ نأ ﺐــﺠﻳ ﺮــﺧeا ﻎــﻠﺒﻤﻟا ﻞــﺑﺎﻘﻣ ﻦــﺋاﺪﻟا ﻦــﺋاﺪﻟا ﺪــﻴﺻﺮﻟا ﻞــﻣﺎﻜﺑ ظﺎــﻔﺘﺣgا ﻰــﻠﻋ قﺎــﻔﺗإ يأ ﻦــﻣ ﻞــﻴﺒﻘﻟا ﻚــﻟذ ﻦــﻣ بﺎــﺴﺣ ﻲــﻓ ﺮــﻓﻮﺘﻤﻟا ﻪــﻨﻣ ءﺰــﺟ وأ ﻂـﻘﻓ ةﺪـﺋﺎﻔﻟا داﺪـﺳو بﺎـﺴﺣ ﻮـﻫ ،ﻞـﺟ ﺔـﺘﺑﺎﺛ ﺔـﻌﻳدﻮﻛ وأ ﺎــﻨﻟ ﺔــﻟﻮﻔﻜﻤﻟا قﻮــﻘﺤﻟا ءاﺮــﺟgا ﻚــﻟذ ﺲــﻤﻳ ﻻأ ﻰــﻠﻋ اﺬــﻬﻟ ﺎــﻘﻓو وأ ﺪــﻨﺒﻟا اﺬــﻫ ﺐــﺟﻮﻤﺑ ﺔﺌــﺷﺎﻨﻟا تﺎــﻣاﺰﺘﻟgا هﺬــﻫ ﻲــﻓ ﺔــﻨﻤﻀﻤﻟا طوﺮــﺸﻟا ﻦــﻣ طﺮــﺷ يأ وأ ﺪــﻨﺒﻟا اﺬــﻫ ﻖــﺒﻄﻳ يﺪﻨﺘــﺴﻤﻟا دﺎــﻤﺘﻋŲﻟ ﺔــﻣﺎﻌﻟا طوﺮــﺸﻟا
12.2 The Customer agrees that all cash, (ii) credit balances, goods and other assets including, but not limited to, precious metals whether coined or not, shares, stocks, bonds, notes, cheques, debentures, certificates of deposit, negotiable instruments including bills under collection and any other securities of any kind whatsoever, which are at the LIBOR Rate may time being or could be used merely in the future in the possession of the Bank its custody or power, or deposited with or transferred to the Bank, its agents or any of its branches for the Customer’s Account whether held individually or jointly with any other person, including all rights and entitlements arising therefrom or attached thereto shall be charged as a reference continuing security in determining such ratefavor of the Bank and may be, in that sense, set off, appropriated, sold or applied in or towards due payment to Bank of all sums to the due satisfaction of all the obligations for which the Customer is at the time being or in the future indebted or liable to Bank on any account or in any manner whatsoever, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Feewhether individually or jointly with any other person, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether under whatever name or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsform.
Appears in 1 contract
Indemnities. In addition (a) The Borrowers shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee requested by a Borrower.
(b) Each Guarantee Facility Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Guarantee Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with Clause 7.3(b), then that Lender will not be obliged to comply with Clause 7.3(b) and shall instead be deemed to have taken, on the date the Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Bank Guarantee is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Guarantee Facility Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Bank Guarantee in an amount equal to its Proportion of that Bank Guarantee. On receipt of demand from the Agent, that Guarantee Facility Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded.
(Cd) The Borrowers shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Guarantee Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Bank Guarantee.
(De) any costs associated with marking The obligations of each Guarantee Facility Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Guarantee Facility Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionBank Guarantee, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventGuarantee Facility Lender under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use of the LIBOR Rate as any beneficiary under a basis for calculating the rate of interest on a LIBOR Rate Loan, Bank Guarantee or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group or any other person;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non- presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateBank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Bank Guarantee or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Bank Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender's participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of a demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.5 (Indemnities) in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Second Supplemental Facility Agreement (Paradigm Ltd.)
Indemnities. In addition (a) The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Guarantee requested by the Borrower.
(b) Each Bank shall (according to its Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) The Borrower shall immediately on demand reimburse any Bank for any payment it makes to the LIBOR Rate Loan Prepayment FeeIssuing Bank under this Clause 6.4 (Indemnities) in respect of a Guarantee which it requested.
(d) The obligations of each Bank under this Clause are continuing obligations and will extend to the ultimate balance of sums payable by that Bank in respect of any Guarantee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders regardless of any intermediate payment or discharge in whole or in part.
(e) The obligations of any Bank under this Clause will not be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause (without duplicationlimitation and whether or not known to it or any other person) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result ofincluding:
(Ai) any conversion time, waiver or repayment consent granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on Obligor, any beneficiary under a date Guarantee or other than the scheduled last day of the Interest Period applicable theretoperson;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateGuarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Guarantee or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Multicurrency Guarantee Facility Agreement (Acergy S.A.)
Indemnities. (a) In addition to any other obligation of the LIBOR Rate Loan Prepayment FeeBorrower under this Agreement, the Borrowers jointly Borrower agrees to indemnify and severally agree to reimburse save harmless the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable)each Lender from and against all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or reduction in the amount disbursements of any sum receivable kind or nature whatsoever which may be imposed on, incurred by or asserted against any of them which relate to or arise out of or result from any failure by the Administrative Agent and/or the Lenders (as applicable)Borrower to satisfy its obligations under this Agreement when due or fulfil any of its other obligations under this Agreement, in respectincluding, or as a result ofwithout limitation:
(Ai) any conversion cost or repayment or prepayment expense incurred by reason of the principal amount liquidation or re-employment in whole or in part of deposits or other funds required by any Lender to fund any BA Loan or LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoLoan;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with Borrower's failure to provide for the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers payment to the Administrative Agent for its own benefit or for the benefit of the Lenders (Issuing Bank, as the case may be, for the account of each of the Lenders, of the full principal amount of each BA Loan on its maturity date or of any LC Disbursement;
(iii) within five the Borrower's failure to give any notice required to be given by it to the Agent hereunder; or
(5iv) days the failure of the Borrower to make any other payment due under this Agreement on its receipt due date, including, without limitation, any interest or fees.
(b) In addition to any other obligation of such noticethe Borrower under this Agreement, the Borrower agrees to indemnify and such notice shallsave harmless the Agent and each Lender from and against all losses, costs, claims, damages, liabilities, expenses and obligations (other than expenses of the Agent of the nature described in the absence Section 19.1) which any of manifest error, them may sustain or incur or which may be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds asserted against them in connection with the use extension of credit contemplated by this Agreement and their duties under the LIBOR Rate Loan Documents other than those arising as a basis for calculating the rate consequence of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such ratetheir gross negligence or willful misconduct, and (iii) except those amounts which the Borrowers have accepted the LIBOR Rate Borrower is not obliged to pay, as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may beprovided in Section 22.3(c). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.
Appears in 1 contract
Sources: Loan Agreement (Riverside Forest Products Marketing LTD)
Indemnities. In addition (a) The Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee requested by the Borrower.
(b) Each Guarantee Facility Lender shall (according to its Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Guarantee Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Bank Guarantee is issued (or if later, on the date the Lender’s participation in the Bank Guarantee is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Guarantee Facility Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Bank Guarantee in an amount equal to its Proportion of that Bank Guarantee. On receipt of demand from the Agent, that Guarantee Facility Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its Proportion of the amount demanded.
(Cd) The Borrower shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Guarantee Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Bank Guarantee.
(De) any costs associated with marking The obligations of each Guarantee Facility Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Guarantee Facility Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionBank Guarantee, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventGuarantee Facility Lender under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use of the LIBOR Rate as any beneficiary under a basis for calculating the rate of interest on a LIBOR Rate Loan, Bank Guarantee or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group or any other person;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non- presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateBank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Bank Guarantee or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Bank Guarantee or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Facility Agreement (Cascal B.V.)
Indemnities. In addition to (A) The Borrower shall indemnify the LIBOR Rate Loan Prepayment FeeBank on demand against any funding or other cost, the Borrowers jointly loss, expense or liability, all reasonable and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable verified by the Administrative Agent and/or the Lenders Bank (as applicable)including, in respectwithout limitation, legal fees) sustained or incurred by that Bank as a result of:
(A1) an Advance not being made by reason of non-fulfilment of any conversion or repayment or prepayment of the principal amount conditions in clauses 6.1(C) or 6.1(D) (Completion of Requests) or an Advance not being made by reason of cancellation of the Request by the Borrower after the Borrower has delivered a properly completed Request;
(2) enforcing any of its rights under this Agreement as a consequence of the occurrence or continuance of any LIBOR Rate Loans Event of Default;
(3) the receipt or recovery by the Bank of all or any part of an Advance or overdue sum otherwise than on a date other than the scheduled last day of the an Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, relating to that Advance or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (overdue sum as the case may be;
(4) within five losses flowing from any judgment, claim, proof or order being payable in a different currency to that agreed hereunder; or
(5) days stamp, registration and similar taxes or charges of its receipt of such notice, and such notice shall, in the absence of manifest error, Sweden or VAT which may be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds payable in connection with the use entry into, performance or enforcement of this Agreement (including penalties for late payment by the Borrower), provided that, in the case of prepayment pursuant to clause 10.4(B) (Additional right of prepayment and cancellation) or clause 14.1 (Illegality), the Bank shall only be indemnified in respect of interest due and payable on the amount prepaid and any accrued fees payable by the Borrower to the Bank under clause 11 (Fees).
(B) If the Bank receives an amount in respect of the LIBOR Rate Borrower’s liability under the Finance Documents in a currency other than the currency (the “contractual currency”) in which the amount is expressed to be payable under the relevant Finance Document or if that liability is converted into a claim, proof, judgment or order in a currency other than the contractual currency:
(1) the Borrower shall indemnify the Bank as an independent obligation against any loss or liability arising out of or as a basis for calculating result of the conversion;
(2) if the amount received by the Bank, when converted into the contractual currency at a market rate in the usual course of interest its business, is less than the amount owed in the contractual currency, the Borrower shall forthwith on a LIBOR Rate Loan, demand pay to the Bank an amount in the contractual currency equal to the deficit; and
(ii3) the LIBOR Rate may be used merely as a reference Borrower shall pay to the Bank concerned on demand any exchange costs and taxes payable in determining connection with any such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be)conversion. The Borrowers further agree Borrower waives any right it may have in any jurisdiction to pay any amount under the LIBOR Rate Loan Prepayment Fee and Finance Documents in a currency other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect than that in which it is expressed to purchase, sell and/or match fundsbe payable.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Atlas Management, Inc.)
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) above and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or, if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(Cd) The Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender or Borrower under this Clause 7.3 are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender or Borrower in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause 7.3 will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause 7.3, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause 7.3 (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such raterelease of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group, and Luxco2 or Luxco3;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Super Senior Revolving Facility Agreement (Orion Engineered Carbons S.a r.l.)
Indemnities. In addition (a) The Borrower must within one (1) Business Day of a demand indemnify the Issuing Bank against any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Each Lender must within one (1) Business Day of a demand indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and which has not been paid for by an Obligor including, without limitation, payment of a claim, except to the Borrowers jointly and severally agree extent that the loss or liability is caused by the gross negligence or wilful misconduct of the Issuing Bank.
(c) A Lender’s share of the liability or loss referred to in paragraph (b) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(d) The Borrower must immediately on demand reimburse the Administrative Agent and the Lenders (without duplication) any Lender for any increase in the cost payment it makes to the Administrative Agent and/or Issuing Bank under this Subclause.
(e) The obligations of the Lenders (as applicable)Borrower and each Lender under this Clause are continuing obligations and will extend to the ultimate balance of all sums payable by the Borrower or that Lender under or in connection with any Letter of Credit, or reduction in the amount regardless of any sum receivable intermediate payment or discharge in whole or in part.
(f) The obligations of any Lender under this Clause will not be affected by the Administrative Agent and/or the Lenders any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause (as applicablewhether or not known to it or any other person), in respect, or as a result of. This includes:
(Ai) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment (however fundamental) of a reasonable and fair basis for calculating such rateFinance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security; or
(vii) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether document or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssecurity.
Appears in 1 contract
Indemnities. In addition (a) A Borrower must promptly on demand indemnify the Issuing Bank against any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit requested by it, except to the LIBOR Rate Loan Prepayment Feeextent that the loss or liability is caused by the negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Borrowers jointly Issuing Bank.
(b) Each Lender must promptly on demand indemnify the Issuing Bank against its share of any loss or liability which the Issuing Bank incurs under or in connection with any Letter of Credit and severally agree which at the date of demand has not been paid for by an Obligor, except to reimburse the Administrative Agent and extent that the Lenders loss or liability is caused by the negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank.
(without duplicationc) A Lender's share of the liability or loss referred to in paragraph (b) above will be its share of such Letter of Credit on the Utilisation Date (as determined in accordance with paragraph (b) of Clause 6.3 (Issue of Letter of Credit)) for that Letter of Credit, adjusted to reflect any increase subsequent assignment or transfer in the cost accordance with Clause 27.13 (Assignments and transfers—Issuing Bank).
(d) The relevant Borrower must promptly on demand reimburse any Lender for any payment it makes to the Administrative Agent and/or Issuing Bank under this Clause 7.5, except to the Lenders (as applicable)extent arising out of the negligence or wilful misconduct of, or reduction breach of the terms of this Agreement by, such Lender.
(e) The obligations of each Borrower and Lender under this Clause 7.5 are continuing obligations and will extend to the ultimate balance of all sums payable by that Borrower or Lender under or in the amount connection with any Letter of Credit, regardless of any sum receivable intermediate payment or discharge in whole or in part.
(f) The obligations of each Borrower and Lender under this Clause 7.5 will not be affected by the Administrative Agent and/or the Lenders any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.5 (as applicablewhether or not known to it or any other person), in respect, or as a result of. This includes:
(Ai) any conversion time or repayment waiver granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable theretoperson;
(Bii) any loans not being made as LIBOR Rate Loans in accordance with release of any person under the borrowing request thereofterms of any composition or arrangement;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any person;
(vi) any amendment (however fundamental) of a reasonable and fair basis for calculating such rateSenior Finance Document or any other document or security; or
(vii) any unenforceability, the LIBOR Rate Loan Prepayment Fee, and illegality or invalidity of any obligation of any person under any Senior Finance Document or any other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether document or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssecurity.
Appears in 1 contract
Sources: Senior Facilities Agreement (Nordic Telephone CO ApS)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly (a) The Borrower shall indemnify and severally agree to reimburse save harmless the Administrative Agent and each Lender from all claims, demands, liabilities, damages, losses, costs, charges and expenses, (including any loss or expense arising from interest or fees payable by the Administrative Agent or such Lender to lenders of funds obtained by it in order to make or maintain any Accommodation and any loss or expense incurred in liquidating or re-employing deposits from which such funds were obtained), which may be incurred by the Administrative Agent or such Lender as a consequence of:
(i) any representation or warranty made herein by the Borrower which was incorrect at the time it was made or deemed to have been made;
(ii) a default by the Borrower in the payment of any sum due from it under or in connection with the Credit Documents (irrespective of whether an Accommodation is deemed to be made to the Borrower to pay the amount it has failed to pay), including, but not limited to, all sums (whether in respect of principal, interest or any other amount) paid or payable by such Lender or the Administrative Agent in order to fund the amount of any such unpaid amount to the extent such Lender or the Administrative Agent is not reimbursed pursuant to any other provisions of this Agreement (for greater certainty nothing in this subsection shall be interpreted to require the Borrower to pay interest twice on the same principal debt);
(iii) default by the Borrower in obtaining an Accommodation after the Borrower has given a Notice of Availment under this Agreement that it desires to obtain such Accommodation;
(iv) default by the Borrower in making any optional repayment of outstanding Accommodation after the Borrower has given notice under this Agreement that it desires to make such repayment;
(v) the repayment by the Borrower of any LIBOR Loan otherwise than on the expiration of any applicable LIBOR Period or the repayment of any other Accommodation otherwise than on the maturity date of such Accommodation (including without limitation any such payment pursuant to Section 5.01, Section 5.02 or Section 5.03 or upon acceleration pursuant to Section 10.02);
(vi) any other default by the Borrower under any Credit Document;
(vii) any claim, demand, damage, loss, or liability which may be asserted against or incurred by the Administrative Agent or such Lender arising by reason of the entering into by the Administrative Agent or such Lender (including without limitation any cost or expense incurred in connection therewith) of this Agreement and the other Credit Documents to which the Administrative Agent or such Lender is a party except to the extent determined by a court of competent jurisdiction to be attributable to the gross negligence or wilful misconduct of the Administrative Agent or such Lender in the performance by the Administrative Agent or such Lender of its obligations under this Agreement and the other Credit Documents or except to the extent attributable to any breach or violation of any Applicable Law, or any contract, commitment or agreement, by which the Administrative Agent or such Lender is bound resulting from the entering into by the Administrative Agent or such Lender of this Agreement or the other Credit Documents to which it is a party
(viii) the application by the Borrower of any Accommodation or any proceeds of any Accommodation; and/or
(ix) the continuation or rollover of any Accommodation pursuant to the terms of Section 2.10. A certificate of the Administrative Agent as to any such loss or expense and containing reasonable details of the calculation of such loss or expense shall be prima facie evidence of the amount of such loss or expense, as the case may be. For greater certainty, the indemnities contained herein shall not extend to any claims made by the Borrower against the Administrative Agent or a Lender.
(b) The Borrower shall indemnify and save harmless the Administrative Agent and each Lender and their agents, representatives and assigns from all claims, demands, liabilities, damages, losses (including any loss of value of the property of the Borrower or any of its Subsidiaries), costs, charges and expenses (including without limitation any remedial, clean-up, compliance or preventative costs, charges, expenses and any fines and penalties) which may be asserted against or incurred by the Administrative Agent or such Lender (except to the extent determined by a court of competent jurisdiction to be attributable to the gross negligence or wilful misconduct of the Administrative Agent or such Lender or any receiver, agent or representative thereof), as a result of any actual or threatened order, investigation or action by any third party, including any Governmental Authority relating to the Borrower's or any of its Subsidiaries' business or property with respect to:
(i) the actual, possible or threatened Release of any Contaminant, or the presence of any Contaminant at, on or under real property or personal property of the Borrower or any of its Subsidiaries, whether or not the Contaminant originates or emanates from or exists at, on or under the Borrower's or any of its Subsidiaries' property or any contiguous real or personal property located thereon (unless such real property or personal property is under the control of a Lender due to its relationship with a third party), including any loss of value of the property of the Borrower or any of its Subsidiaries;
(ii) the Release of a Contaminant owned by, or under the charge, management or control of, the Borrower or any of its Subsidiaries or any predecessors thereof;
(iii) any costs of removal or remedial action incurred by any Governmental Authority (including, without limitation, the assertion of any Lien under Environmental Law) or any costs incurred by any other Person or damages arising from injury to, destruction of, or loss of the Natural Environment in relation to, the real property or personal property of the Borrower or any of its Subsidiaries or any contiguous real or personal property located thereon, including reasonable costs of assessing such injury, destruction or loss;
(iv) liability for personal injury or property damage or other injury, loss or damage arising under or by reason of any Environmental Law or tort law theory with respect to any Environmental Activity of the Borrower or any of its Subsidiaries; and/or
(v) any other matter relating to the Natural Environment and Environmental Law affecting the property or the operations and activities of the Borrower or any of its Subsidiaries within the jurisdiction of any Governmental Authority. The Borrower acknowledges that the Lenders (without duplication) for have agreed to make the Credit available in reliance on the Borrower's representations, warranties and covenants, including the delivery of this indemnity. This indemnity supersedes any increase other provisions of this Agreement or any other Credit Document which in any way limits the cost liability of the Borrower. The obligations of the Borrower arising under this indemnity will be absolute and unconditional and shall not be affected by any act, omission, or circumstances whatsoever, whether or not occasioned by the fault of the Administrative Agent, or the Lenders except to the extent determined by a court of competent jurisdiction to be attributable to the gross negligence or wilful misconduct of the Administrative Agent or the Lenders. The foregoing indemnities will survive the transfer of any or all right, title and interest in and to the real and personal property of the Credit Parties and their respective Subsidiaries to any Person, whether or not affiliated with the Credit Parties and their respective Subsidiaries. No discharge or release of any Guarantee provided by the Borrower upon payment of all outstanding Accommodation and termination of the Credit shall include a discharge or release of any environmental indemnity granted in favour of the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsLenders.
Appears in 1 contract
Sources: Loan Agreement (MDS Inc)
Indemnities. In addition (a) The Borrower shall immediately (save as referred to in paragraph 1 (Immediately payable) above and paragraph (b) of paragraph 10 (Claims under a Bank Guarantee) above) on demand indemnify an Issuing Bank against any cost, loss or liability incurred by that Issuing Bank (otherwise than by reason of the Issuing Bank's fraud, negligence, wilful misconduct or breach of the terms of this Agreement) in acting as the Issuing Bank under any Bank Guarantee requested by (or on behalf of) the Borrower.
(b) Each Interim Revolving Facility Lender shall immediately on demand indemnify the relevant Issuing Bank against such Interim Revolving Facility Lender's pro rata proportion of any cost, loss or liability incurred by such Issuing Bank (otherwise than by reason of the Issuing Bank's fraud, negligence, wilful misconduct or breach of the terms of this Agreement) in acting as the Issuing Bank under any Bank Guarantee (unless the relevant Issuing Bank has been reimbursed by an Obligor).
(c) The Borrower shall immediately on demand reimburse any Interim Revolving Facility Lender for any payment it makes to the LIBOR Rate Loan Prepayment FeeIssuing Bank under this paragraph 7 in respect of that Bank Guarantee (otherwise than by reason of such Interim Revolving Facility ▇▇▇▇▇▇'s fraud, negligence, wilful misconduct or breach of the Borrowers jointly terms of this Agreement).
(d) The obligations of each Interim Revolving Facility Lender under this paragraph 7 are continuing obligations and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost will extend to the Administrative Agent and/or the Lenders (as applicable), or reduction ultimate balance of sums payable by that Interim Lender in the amount respect of any sum receivable Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(e) The obligations of any Interim Revolving Facility Lender or the Borrower under this paragraph 7 will not be affected by the Administrative Agent and/or the Lenders any act, omission, matter or thing which, but for this paragraph 7, would reduce, release or prejudice any of its obligations under this paragraph 7 (as applicable), in respect, whether or as a result ofnot known to it or any other person) including:
(Ai) any conversion time, waiver or repayment consent granted to, or prepayment of the principal amount of composition with, any LIBOR Rate Loans on Obligor, any beneficiary under a date Bank Guarantee or other than the scheduled last day of the Interest Period applicable theretoperson;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any Group Company;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce any rights against, or security over assets of, any Obligor, any beneficiary under a Bank Guarantee or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateBank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of an Interim Finance Document, any Bank Guarantee or any other document or security unless in the case of amendments to the Bank Guarantee, the LIBOR Rate Loan Prepayment FeeBorrower had not provided its consent to such amendment(s);
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Interim Finance Document, any Bank Guarantee (unless such obligation arose by reason of the relevant Issuing Bank's negligence or wilful misconduct) or any other funding losses incurred security provided by the Administrative Agent and/or the Lenders an Obligor; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition (a) Subject to the LIBOR Rate Loan Prepayment Feeparagraph (C) below, the Borrowers jointly shall indemnify the Tender Panel Agent on demand for any and severally agree all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements of any kind which are imposed on, incurred by, or asserted against, the Tender Panel Agent in any way relating to reimburse or arising out of its acting as the Administrative Tender Panel Agent under the Finance Documents except for disbursements arising in the ordinary course of its acting as the Tender Panel Agent which are intended to be covered by the fee referred to in Clause 24.5.
(b) Subject to paragraph (C) below, each Underwriter shall indemnify the Facility Agent and the Lenders Swingline Agent on demand (to the extent not reimbursed by a Borrower and without duplicationprejudice to any liability of the Borrowers under this Agreement) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable)and all liabilities, or reduction in the amount obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses 13 and disbursements of any sum receivable kind which may be imposed on, incurred by or asserted against the Administrative Facility Agent and/or or the Lenders (Swingline Agent in anyway relating to or arising out of its acting as applicable)the Facility Agent or the Swingline Agent, in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversion, repayment or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor under any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate LoanFinance Documents (including, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such ratewithout limitation, the LIBOR Rate Loan Prepayment Feecharges, expenses and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may bestamp Taxes referred to in Clauses 25 and 26). The Borrowers further agree indemnification by each Underwriter shall be pro rata to pay its Commitment at the LIBOR Rate Loan Prepayment Fee and other funding lossestime of the relevant demand or, if anythe Total Commitments have been reduced to zero at the time of the demand, whether at the time when the Total Commitments last exceeded zero.
(c) No Contracting Party shall be liable for any portion of the foregoing arising from the relevant Agent's negligence or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundswilful misconduct.
Appears in 1 contract
Indemnities. In addition (a) The Relevant Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by (or on behalf of) that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded.
(Cd) The Borrower which requested (or on behalf of which the Company requested) a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 7.3 in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or any other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor or any member of the Group;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit (provided that, in the case of any amendment to a Letter of Credit, the LIBOR Rate Loan Prepayment FeeCompany has agreed to such amendment) or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Sources: Senior Facilities Agreement (Anheuser-Busch InBev S.A.)
Indemnities. In addition 22.1 Breakage costs indemnity Neste shall indemnify each Bank on demand against any loss or expense (including any loss or expense on account of funds borrowed, contracted for or utilised to the LIBOR Rate Loan Prepayment Feefund any amount payable under this Agreement, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplicationany amount repaid or prepaid under this Agreement or any Advance) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), which that Bank has sustained or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or incurred as a result consequence of:
(Aa) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans an Advance not being made as LIBOR Rate Loans in accordance with following the borrowing request thereof;
service of a Drawdown Notice (C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated except as a result of any conversion, repayment or prepayment the failure of that Bank to comply with its obligations under this Agreement);
(b) the principal amount operation of Clause 5.4 (No Alternative Currency);
(c) the failure of a Borrower to make payment on the due date of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of sum due under this Agreement;
(d) the occurrence of any such eventDefault or the operation of Clause 13.2 (Acceleration, such notice etc) ); or
(e) (other than pursuant to state, in reasonable detail, the reasons therefor and the additional amount required fully Clause 8.1 (Illegality)) any prepayment or repayment of an Advance otherwise than on an Interest Date relative to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers that Advance.
22.2 Currency indemnity 22.2.1 Any payment made to the Administrative Agent for its own benefit or for the benefit account of or received by an Agent, the Issuing Bank or any Bank in respect of any moneys or liabilities due, arising or incurred by a Borrower to an Agent, the Issuing Bank or any Bank in a currency (the "Currency of Payment") other than the currency in which the payment should have been made under this Agreement (the "Currency of Obligation") in whatever circumstances (including as a result of a judgment against a Borrower) and for whatever reason shall constitute a discharge to that Borrower only to the extent of the Lenders (Currency of Obligation amount which that Agent, the Issuing Bank or that Bank, as the case may be) within five (5) days , is able on the date of its receipt of such noticepayment (or if such date of receipt is not a Business Day, and such notice shallon the next succeeding Business Day) to purchase with the Currency of Payment amount at its spot rate of exchange (as conclusively determined by that Agent, the Issuing Bank or that Bank) in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsLondon foreign exchange market.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Dynea Chemicals Oy /)
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and Each of the Lenders (without duplication) for any increase in severally undertakes to keep the cost to the Administrative Agent and/or the Lenders (Fronting Banks indemnified as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result offollows:
(Aa) Each Lender irrevocably and unconditionally undertakes to pay to the Agent for the account of each Fronting Bank, on demand made by such Fronting Bank through the Agent:
(i) such Lender's Revolving Credit Commitment Percentage of each amount which is expressed to be payable by any conversion or repayment or prepayment of the principal amount Borrowers to or for the account of any LIBOR Rate Loans on a date other than the scheduled last day such Fronting Bank by way of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required to be terminated as a result of any conversionpayment, repayment or prepayment of any International Facility Loan and which the principal amount applicable Borrower fails to pay together with interest which has accrued with respect thereto, and
(ii) and agrees that neither the Fronting Banks nor the Agent shall be obliged to make any demand on or take any proceedings against any of the Borrowers or any other person before making demand on such Lender hereunder.
(b) Each Lender irrevocably and unconditionally undertakes to pay to the Agent for the account of each Fronting Bank on demand made by such Fronting Bank through the Agent at any time after an Event of Default has occurred and is continuing and has not been waived, its Revolving Credit Commitment Percentage of the Dollar Equivalent on the date of such payment of any LIBOR Rate outstanding International Facility Loan on a date other than the scheduled last day made by such Fronting Bank, and any such payment shall be in satisfaction pro tanto of the Interest Period applicable thereto; The Administrative Agent shall promptly notify undertakings of such Lender contained in clause (a) above.
(c) If a Lender fails to make payment on the Borrowers in writing of the occurrence due date therefor of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or due from it for the benefit account of the Lenders a Fronting Bank pursuant to clauses (as the case may bea) within five or (5b) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: above (a "relevant amount") then (i) neither the Administrative Agent nor any such Lender has any obligation shall be deemed to purchasebe Delinquent Lender pursuant to Section 16.5.3, sell and/or match funds in connection with the use of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, and (ii) until such Fronting Bank has received payment of the LIBOR Rate may relevant amount in full (and without prejudice to any other rights or remedies of the Agent or such Fronting Bank in respect of such failure) such Fronting Bank shall be used merely as a reference entitled to receive any interest which such Delinquent Lender would otherwise have been entitled to receive in determining such rate, respect of the Loan in respect of which the relevant amount is payable and (iii) the Borrowers such Delinquent Lender shall have accepted the LIBOR Rate no right to vote as a reasonable and fair basis Lender hereunder or under any of the other Loan Documents, and, for calculating so long as such rateLender remains a Delinquent Lender under this Section 6.12.2, the LIBOR Rate determination of the Majority Lenders shall for all purposes of this Credit Agreement and the other Loan Prepayment Fee, and other funding losses incurred by Documents be made without regard to the Administrative Agent and/or interest of such Delinquent Lender in the Lenders (as Loans to the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsextent of such participation.
Appears in 1 contract
Indemnities. In addition (a) Each Borrower shall immediately on demand indemnify an Issuing Bank against any cost, loss or liability incurred by such Issuing Bank (otherwise than by reason of such Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit requested by that Borrower.
(b) Each Lender shall (according to its L/C Proportion) immediately on demand indemnify an Issuing Bank against any cost, loss or liability incurred by such Issuing Bank (otherwise than by reason of such Issuing Bank's gross negligence or wilful misconduct) in acting as the Issuing Bank under any Letter of Credit (unless such Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender's participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its L/C Proportion of that Letter of Credit. On receipt of demand from the Agent, that Lender shall pay to the Agent (for the account of the Issuing Bank) an amount equal to its L/C Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to an Issuing Bank under this Clause 7.5 (Indemnities) in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversionLetter of Credit, repayment or prepayment of the principal amount regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or any Borrower under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable and fair basis for calculating such rateLetter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, the LIBOR Rate Loan Prepayment Feeany Letter of Credit or any other document or security;
(vi) any unenforceability, and illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other funding losses incurred by the Administrative Agent and/or the Lenders document or security; or
(as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether vii) any insolvency or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundssimilar proceedings.
Appears in 1 contract
Indemnities. In addition to the LIBOR Rate Loan Prepayment Fee15.1. Each Obligor must, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders within three (without duplication3) for Business Days of demand, indemnify YouBiz Credit against any increase in the cost to the Administrative Agent and/or the Lenders (as applicable)cost, loss, Tax or reduction in the amount of any sum receivable liability incurred by the Administrative Agent and/or the Lenders (as applicable), in respect, or YouBiz Credit as a result of:
(Aa) any conversion or repayment or prepayment of the principal amount occurrence of any LIBOR Rate Loans on a date other than the scheduled last day Event of the Interest Period applicable theretoDefault;
(Bb) a failure by an Obligor to pay any loans not being made as LIBOR Rate Loans in accordance with amount due under the borrowing request thereofFinance Documents on its due date;
(Cc) investigating any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and Certification thereof, event which it reasonably believes is an Event of Default; or
(Dd) acting or relying on any costs associated with marking to market any Hedging Obligations that (in the reasonable determination of the Administrative Agent) are required notice, request or instruction which YouBiz Credit reasonably believes to be terminated genuine, correct and appropriately authorised.
15.2. If any sum due from an Obligor under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency in which that Sum is payable (the “First Currency”) into another currency (the “Second Currency”) for the purpose of:
(a) making or filing a claim or proof against any Obligor; or
(b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, the Borrower shall as an independent obligation, immediately upon demand, indemnify YouBiz Credit against any cost, loss or liability arising out of or as a result of the conversion including any conversion, repayment discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or prepayment rates of exchange available to that person at the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days time of its receipt of such noticethat Sum.
15.3. The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
15.4. Each Borrower will indemnify YouBiz Credit from and against any liability for any loss or damage arising out of any delay, and such notice shallloss in transit, errors in translation, the coding or decoding of the communication or omissions, variations, mutilations or other errors in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with the use transmission of the LIBOR Rate as a basis for calculating the rate form of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such rate, and (iii) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundscommunication.
Appears in 1 contract
Sources: Loan Agreement
Indemnities. In addition to (a) Except as otherwise provided in paragraph (f) of this Section 12, Agent shall indemnify, defend, protect and hold harmless Owner and each successor or successors (each of the LIBOR Rate Loan Prepayment Feeforegoing an "Indemnified Person") from and against any and all liabilities (including, the Borrowers jointly without limitation, Environmental Damages and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase strict liability in the cost to the Administrative Agent and/or the Lenders (as applicabletort), taxes, losses, obligations, claims (including, without limitation, Environmental Damages and strict liability in tort), damages, penalties, causes of action, suits, costs and expenses (including, without limitation, reasonable attorneys', experts', consultants' and accountants' fees and expenses) or reduction in the amount judgments of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), nature relating to or in respect, or as a result any way arising out of:
(Ai) any conversion the ordering, delivery, acquisition, purchase agreement for the acquisition, construction, title on acquisition, rejection, installation, possession, titling, retitling, registration, re-registration, custody by Agent of title and registration documents, use, non-use, misuse, financing, lease, sublease, lease under the Ground Lease, security interest in, operation, transportation, securing, repair, control, leasehold interest in the Premises or repayment or prepayment disposition of the principal amount of Project or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans in accordance with the borrowing request portion thereof;
(Ci) the Construction Documents, the Project Contracts or the Easements;
(ii) any LIBOR Rate Loans not being continued asof the claims, liabilities, demands, fees, taxes, violations of contract, or converted intoany other matter or situation described in or contemplated by the indemnification provisions of subparagraphs (a) and (b) of Section 11 of the Lease, LIBOR Rate Loans except that this Agreement shall substitute the terms "Owner" for "the Lessor", "Agent" for "the Lessee, and "this Agreement" for "this Lease", as the context shall require and the term "Acquisition Cost" for purposes of this Section 12 shall mean Acquisition Cost as defined in accordance with the applicable LIBOR Election Form and Certification thereof, orthis Agreement;
(Diii) any costs associated with marking to market breach of a representation, warranty or covenant made herein by Agent or which is contained in any Hedging Obligations that (in the reasonable determination certificate furnished by or on behalf of the Administrative Agent) are required to be terminated as a result of any conversion, repayment Agent under or prepayment of the principal amount of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: (i) neither the Administrative Agent nor any Lender has any obligation to purchase, sell and/or match funds in connection with this Agreement; and
(iv) any default in the use performance or observance of any term, covenant, condition or obligation imposed upon Agent which is contained in this Agreement or any failure to comply with any term, covenant, condition or obligation imposed upon Agent which is contained in the Ground Lease, the Construction Documents, or any other Project Contract; provided, that Agent shall only have to indemnify such Indemnified Person for the matters described in this paragraph (a) to the extent caused directly or indirectly by, or resulting directly or indirectly from, Agent's actions or failure to act while in possession or control of the LIBOR Rate as a basis for calculating Premises or the rate of interest on a LIBOR Rate LoanProject. Agent and Owner hereby acknowledge and agree that, (iiA) as used in this Section 12, "Agent's actions or failure to act while in possession or control of the LIBOR Rate may Premises or the Project" include any action or failure to act on the part of any contractors or subcontractors of Agent or any other Person permitted by Agent to enter upon the Premises, provided that, for purposes of this Section 12, Agent shall be used merely deemed to be in possession and control of the Premises and Project as long as this Agreement is in effect, (B) Agent shall not be required to indemnify Owner under this Section 12 for Agent's failure to complete construction of the Project by the Completion Date (including any amount which could be considered to be or result from a reference in determining such ratefailure to complete construction of the Project by the Completion Date, as determined by an independent arbiter or court of law), and (iiiC) Agent shall not be required to indemnify Owner under this Section 12 to the extent that such amount would be excluded from Agent's indemnity under paragraph (b) of Section 11 of the Lease.
(b) Without in any way limiting the generality of the foregoing paragraph (a), it is agreed that Agent shall also indemnify and hold harmless Owner and any successor or successors from and against all Environmental Damages of any nature relating to or in any way arising out of noncompliance with any applicable Environmental Requirements by Agent or otherwise with respect to the Premises or the Project, notwithstanding the fact that such noncompliance may be disclosed in the Environmental Report or on Schedule 8.27 hereto.
(c) In addition to Agent's obligations set forth in the foregoing paragraph (b), Agent shall indemnify, defend, protect and hold harmless Owner, each general and limited partner of Owner, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ Leasing, each Assignee and their respective assigns and successors and each Affiliate thereof, and their respective officers, directors, incorporators, shareholders, partners, employees, agents and servants from and against any and all Environmental Damages relating to or in any way arising out of the Project arising from or relating to acts or omissions occurring, or circumstances or conditions created or existing, at any time as of or prior to August 11, 2000.
(d) The indemnification required under this Section 12 shall be upon the terms provided in the paragraphs of Section 11 of the Lease following paragraph (b) thereof, except that (w) this Agreement shall substitute the terms in the same manner as described in subparagraph (a)(iii) above, (x) all references to "Indemnified Person" in the Lease shall mean any Person entitled to indemnity under this Section 12, (y) all references to "on or after the Effective Date" in the Lease shall mean "on or after the date of this Agreement", and (z) there shall be no duplication with respect to the indemnities provided hereunder and thereunder.
(e) The indemnities contained in this Section 12 shall survive and not be affected by any expiration or termination of this Agreement.
(f) Any indemnity claim under this Section 12 shall be construed as an indemnity only and shall not be (1) construed as a guaranty of the residual value of the Project beyond the Loss Payment or (2) the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such ratethe recovery of the Acquisition Cost or any of Owner's unpaid principal, the LIBOR Rate Loan Prepayment Feeinterest, and other funding losses incurred by the Administrative Agent and/or the Lenders (distributions or return of capital, as the case may be). The Borrowers further agree applicable, to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether any of Owner's lenders or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match fundsequity investors.
Appears in 1 contract
Indemnities. In addition 14.1 The Borrower shall indemnify the Lender, without prejudice to any of its other rights under this Agreement against any losses, costs, charges or expenses which the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders Lender sustains or incurs as a consequence of (without duplicationi) for any increase default in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount payment of any sum receivable by amount payable under this Agreement when due, (ii) the Administrative Agent and/or the Lenders occurrence of any Event of Default, (as applicable), in respect, or as a result of:
(Aiii) any conversion or repayment or prepayment of the principal amount of Loan or any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not part thereof being made as LIBOR Rate Loans otherwise than in accordance with the borrowing request terms hereof including but without limitation to any loss, cost, charge or expense sustained or incurred in liquidation or otherwise employing deposits from third parties acquired or arranged to fund or maintain the Loan or any part(s) thereof;
; or (Civ) any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans in accordance with breach by the applicable LIBOR Election Form and Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the reasonable determination Borrower of the Administrative Agent) are required to be terminated as a result representations and warranties made hereunder.
14.2 In respect of any conversionClause 14.01 (i)–(iii), repayment or prepayment the certificate of the principal amount of any LIBOR Rate Loan on a date other than Lender setting out the scheduled last day of the Interest Period applicable thereto; The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence of computation of, and basis for, any such eventlosses, such notice to statecosts, in reasonable detail, the reasons therefor charges and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) for such increased cost or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days of its receipt of such notice, and such notice expenses shall, in the absence of manifest error, be conclusive and binding on the BorrowersBorrower.
14.3 United States Dollars shall be the currency of account and of payment in respect of sums payable under this Agreement. The Borrowers understandIf an amount is received in another currency, agree pursuant to a judgment or order or in the liquidation of the Borrower or otherwise, the Borrower’s obligations under this Agreement shall be discharged only to the extent that the Lender may purchase United States Dollars with such other currency in accordance with normal banking procedures upon receipt of such amount. If the amount in United States Dollars which may be purchased, after deducting any costs of exchange and acknowledge any other related costs, is less than the following: relevant sum payable under this Agreement, the Borrower shall indemnify the Lender against the shortfall. This indemnity shall be an obligation of the Borrower independent of and in addition to its other obligations under this Agreement and shall take effect notwithstanding any time or other concession granted to the Borrower or any judgment or order being obtained or the filing of any claim in the liquidation, dissolution or bankruptcy (ior analogous process) neither of the Administrative Agent nor Borrower.
14.4 If an Event of Default has occurred the Lender shall have the right, without notice to the Borrower or any Lender has other person, to set off and apply any obligation credit balance on any account (whether subject to purchase, sell and/or match funds notice or not and whether matured or not and in connection whatever currency) of the Borrower with the use Lender and any other indebtedness owing by the Lender to the Borrower, against the liabilities of the LIBOR Rate Borrower under this Agreement, and the Lender is authorized to purchase with the monies standing to the credit of any such account such other currencies as a basis for calculating the rate of interest on a LIBOR Rate Loan, (ii) the LIBOR Rate may be used merely as a reference in determining such ratenecessary for this purpose. This Clause shall not affect any general or banker’s lien, and (iii) right of set-off or other right to which the Borrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, the LIBOR Rate Lender may be entitled. Room 2002 / 20th Floor / Fairmont House / ▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ / ▇▇▇▇▇▇▇ / ▇▇▇▇ ▇▇▇▇ ICGVE-US-UNIS-A02 16.June.15 Final Loan Prepayment Fee, and other funding losses incurred by the Administrative Agent and/or the Lenders (as the case may be). The Borrowers further agree to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether or not the Administrative Agent and/or the Lenders elect to purchase, sell and/or match funds.Agreement
Appears in 1 contract
Sources: Loan Agreement (Shortall Alan)
Indemnities. In addition (a) Notwithstanding Clause 5.5 (Issuing Bank Utilisation Mechanics), each Borrower shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank in acting as the Issuing Bank under any Letter of Credit requested by that Borrower.
(b) Each Lender shall (according to its LC Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by the Issuing Bank in acting as the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Lender will not be obliged to comply with paragraph (b) and shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Lender’s participation in the Letter of Credit is transferred or assigned to the LIBOR Rate Loan Prepayment Fee, the Borrowers jointly and severally agree to reimburse the Administrative Agent and the Lenders (without duplication) for any increase in the cost to the Administrative Agent and/or the Lenders (as applicable), or reduction in the amount of any sum receivable by the Administrative Agent and/or the Lenders (as applicable), in respect, or as a result of:
(A) any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a date other than the scheduled last day of the Interest Period applicable thereto;
(B) any loans not being made as LIBOR Rate Loans Lender in accordance with the borrowing request thereof;terms of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its LC Proportion of that Letter of Credit. On receipt of demand from the Facility Agent, that Lender shall pay to the Facility Agent (for the account of the Issuing Bank) an amount equal to its LC Proportion of the amount demanded under paragraph (b) above.
(Cd) The Borrower which requested a Letter of Credit shall immediately on demand reimburse any LIBOR Rate Loans not being continued as, or converted into, LIBOR Rate Loans Lender for any payment it makes to the Issuing Bank under this Clause 5C (Indemnities) in accordance with the applicable LIBOR Election Form and Certification thereof, orrespect of that Letter of Credit.
(De) any costs associated with marking The obligations of each Lender and each Borrower under this Clause are continuing obligations and will extend to market any Hedging Obligations the ultimate balance of sums payable by that (Lender in the reasonable determination of the Administrative Agent) are required to be terminated as a result respect of any conversion, repayment or prepayment Letter of the principal amount Credit regardless of any LIBOR Rate Loan on a date other than the scheduled last day of the Interest Period applicable thereto; intermediate payment or discharge in whole or in part.
(f) The Administrative Agent shall promptly notify the Borrowers in writing of the occurrence obligations of any such eventLender or Borrower under this Clause will not be affected by any act, such notice to stateomission, in reasonable detailmatter or thing which, the reasons therefor and the additional amount required fully to compensate the Administrative Agent and/or the Lenders (as applicable) but for such increased cost this Clause, would reduce, release or reduced amount. Such additional amounts shall be payable by the Borrowers to the Administrative Agent for its own benefit or for the benefit of the Lenders (as the case may be) within five (5) days prejudice any of its receipt of such notice, obligations under this Clause (without limitation and such notice shall, in the absence of manifest error, be conclusive and binding on the Borrowers. The Borrowers understand, agree and acknowledge the following: whether or not known to it or any other person) including:
(i) neither the Administrative Agent nor any Lender has time, waiver or consent granted to, or composition with, any obligation to purchaseObligor, sell and/or match funds in connection with the use any beneficiary under a Letter of the LIBOR Rate as a basis for calculating the rate of interest on a LIBOR Rate Loan, Credit or other person;
(ii) the LIBOR Rate may be used merely as a reference in determining such rate, and release of any other Obligor or any other person under the terms of any composition or arrangement;
(iii) the Borrowers have accepted taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Obligor, any beneficiary under a Letter of Credit or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the LIBOR Rate as full value of any security;
(iv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor, any beneficiary under a reasonable Letter of Credit or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(vi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or security; or
(vii) any insolvency or similar proceedings.
(g) The obligation of each Lender under this clause shall be in addition to and fair basis for calculating such rateindependent of every other security which the Issuing Bank may at any time hold.
(h) The Issuing Bank shall not be obliged before exercising any of the rights, the LIBOR Rate Loan Prepayment Fee, and other funding losses incurred powers or remedies conferred upon them in respect of any Lender under this Clause or by the Administrative Agent and/or the Lenders law:
(as the case may be). The Borrowers further agree iii) to pay the LIBOR Rate Loan Prepayment Fee and other funding losses, if any, whether take any action or not the Administrative Agent and/or the Lenders elect obtain judgment in any court against any Borrower;
(iv) to purchase, sell and/or match funds.make or file any claim or proof in a winding-up or dissolution of any Borrower; or
Appears in 1 contract