Indemnities. (a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank. (b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must: (i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and (ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In: (i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and (ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above. (d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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. (e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit. (f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part. (g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes: (i) any time or waiver granted to, or composition with, any person; (ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security; (vii) 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 (viii) any insolvency or similar proceedings.
Appears in 3 contracts
Sources: Credit Facilities Agreement (Amec PLC), Credit Facilities Agreement (Amec PLC), Credit Facilities (Amec PLC)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will 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 Revolving Facility Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its share Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on or Bank Guarantee. On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must or Bank Guarantee shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 7.5 (Indemnities) in respect of such that Letter of CreditCredit or Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditCredit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of 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 person;
(iv) 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 full value of any security;
(viv) 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 Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Credit, any Bank Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 3 contracts
Sources: Facility Agreement (Rockwood Specialties Group Inc), Facility Agreement (Rockwood Specialties Group Inc), Facility Agreement (Rockwood Specialties Group Inc)
Indemnities. (a) The Company or the relevant A Borrower must immediately promptly on demand indemnify the Issuing Bank Bank, the Facility Agent and each Lender on whose behalf a Documentary Credit was issued by the Facility Agent against any loss or liability incurred which the Issuing Bank, the Facility Agent or such Lender incurs under or in connection with any Documentary Credit requested by that Issuing Bank in acting as an Issuing Bank under any Letter of Creditit, except to the extent that the loss or liability is directly caused by the gross negligence or negligence, wilful misconduct or breach of contract of the Issuing Bank, the Facility Agent or such Lender. Such Borrower must also pay interest under Subclause 12.4 (Interest on overdue amounts) on the amount of any such loss or liability of the Issuing Bank or any such Lender for the period between payment by the Issuing Bank or any such Lender and reimbursement by the Borrower (provided that if the Issuing Bank or any such Lender does not make demand on the relevant Borrower until after the day of payment by the Issuing Bank or such Lender, the rate of interest under Subclause 12.4 (Interest on overdue amounts) in relation to such amount shall be reduced by 1.00% for the period up to the making of such demand).
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately must promptly on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that which the Issuing Bank (incurs under or in connection with any Documentary Credit issued by the Issuing Bank and which has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or negligence, wilful misconduct or breach of contract of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs sub-paragraph (b) and (c) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of CreditDate, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(i) Unless the Issuing Bank has confirmed in writing to any Lender (not being an Original Lender) that it would not require such Lender to make any deposit with it, the Issuing Bank may require that any such Lender (which has a long term credit rating of less than A- (when rated by Standard and Poor’s Rating Services) or A3 (when rated by ▇▇▇▇▇’▇ Investor Services Inc.)) deposits (free of Security Interests or third party claims) with the Issuing Bank prior to 10.00 a.m. on the Utilisation Date for any Documentary Credit to be issued by the Issuing Bank (or if later within 3 Business Days of any such request by the Issuing Bank) an amount equal to the maximum potential liability of such Lender to the Issuing Bank under this Subclause 7.5 in respect of such Documentary Credit.
(ii) The Issuing Bank shall be entitled to apply such deposit (by application of funds, set-off, combination of accounts or otherwise as the Issuing Bank shall determine) against amounts due to it from such Lender under this Subclause 7.5.
(iii) Any such deposit shall be on terms that the Issuing Bank shall only be required to repay such deposit to or to the order of such Lender on the expiry (if no demand has then been made under such Documentary Credit) or repayment in full of the relevant Documentary Credit or on compliance in full by such Lender with its obligations to the Issuing Bank under this Subclause 7.5.
(iv) Any such deposit shall be denominated in the same currency as the relevant Documentary Credit and shall bear interest at a rate, determined by the Issuing Bank to be 0.125 per cent. per annum below that at which it can redeposit the funds with lending banks in the relevant interbank market for appropriate periods (as calculated on the aggregate amount of the deposit, on the basis of a year of 360 days for the actual number of days elapsed). Such interest shall be payable (subject to deduction of Tax if so required by applicable law) by the Issuing Bank to such Lender quarterly in arrears (or as otherwise agreed) until repayment of the deposit or application of the deposit by the Issuing Bank against the obligations of such Lender to it under this Subclause 7.5.
(e) The Company or the relevant Borrower which requested the relevant Letter of Credit must immediately promptly on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 Subclause 7.5 (Indemnitiesother than pursuant to paragraph (d) above). Such Borrower must also pay interest under Subclause 12.4 (Interest on overdue amounts) on the amount of any such payment by a Lender for the period between payment by such Lender and the date of reimbursement by the Borrower (provided that if the Issuing Bank or any such Lender does not make demand on the relevant Borrower until after the day of payment by the Issuing Bank or such Lender, the rate of interest under Subclause 12.4 (Interest on overdue amounts) in respect relation to such amount shall be reduced by 1.00% for the period up to the making of such Letter of Creditdemand).
(f) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Borrower or that Revolving Facility Lender under or in connection with any Letter of Documentary Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors Borrowers and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Senior Finance Document, any Letter of Documentary Credit or any other document or security;; or
(vii) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Letter of Documentary Credit or any other document or security; or
(viii) any insolvency or similar proceedings.
Appears in 3 contracts
Sources: Senior Credit Facility (Smurfit Kappa Funding PLC), Senior Credit Facility Agreement (JSG Funding PLC), Senior Credit Facility (Smurfit Kappa Acquisitions)
Indemnities. (a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct 12.1 This Clause 12 applies where one of the Issuing Bank.
Authorities (b“the Indemnified Authority”) Without limiting the Obligors’ liability under the Finance Documents, incurs direct expenses or is subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of Claim as a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct result of the Issuing Bank) in acting as an Issuing Bank under any Letter negligent actions or omissions of Credit one or more of the other Authorities or its/their employees or agents (unless “the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance DocumentNegligent Authority(ies).
(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 Revolving Facility Lender will not be obliged to comply with paragraph (b”) and will instead be deemed to have taken, on the date the Letter of Credit Indemnified Authority reasonably settles any such claim or is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) found liable at law in respect of such Letter of Credita claim having reasonably opted to defend such a Claim.
(f) The obligations 12.2 In the circumstances outlined in Clause 12.1 the Negligent Authority or Authorities shall indemnify the Indemnified Authority against any such expenses or claims to the extent which such expenses and claims result directly from the negligence of the Obligors and Negligent Authority or Authorities with the amount indemnified being apportioned according to each Revolving Facility Lender one’s share of responsibility where two or more Authorities are Negligent Authorities.
12.3 The Indemnified Authority shall not be entitled under this Clause 7.3 (Indemnities12 to recover from a Negligent Authority any loss of income or any indirect or consequential loss suffered by the Indemnified Authority.
12.4 Each Authority agrees:
12.4.1 to notify the others in a timely manner of the details of any Claim; and
12.4.2 if it considers that Clause 12.1 may apply to any Claim to consult with and have reasonable regard to any views expressed by the Negligent Authority(ies) are continuing obligations and will extend as to the ultimate balance conduct and handling of all sums payable by that Claim and in particular shall not settle dispose or compromise that Claim without the Obligors prior written consent of the Negligent Authority(ies) provided that if such consent is unreasonably withheld or delayed the Indemnified Authority may proceed to settle dispose or compromise that Revolving Facility Lender under or Claim if in connection with any Letter the reasonable opinion of Credit, regardless of any intermediate payment or discharge in whole or in partthe Indemnified Authority it is necessary to do so.
(g) The obligations of 12.5 Each Authority agrees to co-operate and provide all such advice, assistance and information to the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not other Authorities as may 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 person;
(iv) any non-presentation or non-observance of any formality or other requirement reasonably required in respect of any instrument Claim or any failure to realise the full value conduct of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change such Claim in the members or status of any person;
(vi) any amendment of a Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingstimely manner.
Appears in 3 contracts
Sources: Shared Services Agreement, Shared Services Agreement, Shared Services Agreement
Indemnities. (a) The Company Cytogen agrees to indemnify and hold Laureate harmless from any damages, liabilities, losses and expenses (including, without limitation, reasonable attorneys' fees in seeking indemnification hereunder or the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss claim by a third person) and amounts paid in settlement of any claim or liability incurred suit of any nature or kind whatsoever which may be sustained or suffered by that Issuing Bank in acting as an Issuing Bank under Laureate arising with respect to paragraph 9(f) hereof or arising out of, based upon or by reason of, any Letter of Credit, except Cytogen supplied Material not Conforming to the extent that covenant, representation and warranty made by Cytogen in paragraph 11(b) at the loss or liability is directly caused by time of receipt at the gross negligence or wilful misconduct of the Issuing BankFacility.
(b) Without limiting In the Obligors’ liability under event a Cytogen Supplied Material does not meet Specification or is otherwise unsuitable for use in the Finance Documentsmanufacture of CYT-351, subject to paragraph (c) belowCYT-356, each Revolving Filled ProstaScint Product or Filled Sodium Acetat▇ ▇▇▇▇▇ ▇▇▇ receipt thereof at the Facility Lender must:
(i) in respect by reason of a Letter of Credit denominated in US Dollarany action, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on act or prior activity by Laureate which does not conform to the date falling four Business Days after Cytogen SOPs, the date Laureate SOPs, cGMP, the Manufacturing Procedures, the Incoming Acceptance Tests or the Quality Agreement (or Laureate's failure to act in conformity with any of demand from the Issuing Bankforegoing), Laureate's obligation hereunder shall be to indemnify Cytogen for the Issuing Bank against its share actual cost of any loss or liability the Cytogen Supplied Material in question and all costs, fees and expenses incurred by that Issuing Bank (except Cytogen in delivering or causing the delivery of the same to the extent that Facility and for any additional Establishment Fee in the loss or liability is directly caused by event such failure requires Laureate to perform an obligation hereunder after December 31, 2003. Laureate waives any additional Facility Fee in the gross negligence or wilful misconduct of the Issuing Bank) in acting as event such failure requires Laureate to perform an Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)obligation hereunder after December 31, 2003.
(c) If Cytogen agrees to defend, indemnify and hold Laureate harmless from any Revolving Facility Lender is not permitted and all claims by third persons or governmental entities, damages, liabilities, losses and expenses (including, without limitation, reasonable attorney's fees in seeking indemnification hereunder or defending any claim by its constitutional documents a third person or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (ba governmental entity) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation amounts paid in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share settlement of any loss claim or liability incurred by that Issuing Bank (except to the extent that the loss suit of any nature or liability is directly caused by the gross negligence kind whatsoever which are founded upon or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand manner involve Filled ProstaScint Product or Filled Sodium Acetate Product and which arise or occur following Cytogen's release for shipment from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveFilled ProstaScint Product and/or Filled Sodium Acetate Product.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender indemnifying party under this Clause 7.3 (Indemnities) paragraph 13 are continuing obligations and will extend conditioned upon the delivery of written notice to the ultimate balance indemnifying party of all sums payable any potential claim arising under this paragraph 13 ("Claim") promptly after the indemnified party becomes aware of such claim. The indemnifying party shall manage and control, at its sole expense, the defense of the Claim and its settlement. The indemnified party shall cooperate with the indemnifying party and may, at its option and expense, be represented in any such action or proceeding. The indemnifying party shall not be liable for any litigation costs or expenses incurred by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Creditindemnified party without indemnifying party's prior written authorization. In addition, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will indemnifying party shall not be affected responsible for any liability resulting from any settlement or compromise by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any person under the terms of any composition or arrangement;
(iii) indemnified party made without 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;
(iv) 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;
(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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsindemnifying party's prior written consent.
Appears in 2 contracts
Sources: Contract Manufacturing Agreement (Cytogen Corp), Contract Manufacturing Agreement (Cytogen Corp)
Indemnities. (a) The Company Each Borrower shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must 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 Revolving Facility) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) above and will 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 Revolving Facility Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the that Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its share Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on or Bank Guarantee. On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except Proportion in relation to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Revolving Facility of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant requests a Letter of Credit must or Bank Guarantee shall immediately on within 3 Business Days of demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of CreditCredit or Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditCredit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of any member of the Group or any other person;
(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 person;
(iv) 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 full value of any security;
(viv) 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 Bank Guarantee or any other person;
(viv) 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;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
(g) The provisions of this Clause 7.3 shall survive the termination of all other provisions of this Agreement.
Appears in 2 contracts
Sources: Senior Facility Agreement (Inmarsat Holdings LTD), Senior Facility Agreement (Inmarsat Launch CO LTD)
Indemnities. (a) The Company or the relevant Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that which the Issuing Bank incurs under or in acting as an Issuing Bank under connection with any Letter of CreditCredit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Tranche D Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, must immediately on demand; and
demand (ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from be issued directly by the Issuing Bank, ) directly indemnify the Issuing Bank against its share of any loss or liability incurred by that 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 extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving The Facility Lender is not permitted (Agent must, upon request by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an , provide to the Issuing Bank under any Letter relevant details of Credit. In:
(i) respect each Tranche D Lender for the purposes of a Letter of Credit denominated in US Dollar, on receipt of issuing a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Tranche D Lender’s share of the liability or loss referred to in paragraphs paragraph (b) and (c) 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.
(e) The Company or Issuing Bank must promptly notify the Facility Agent:
(i) 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 which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of CreditSubclause.
(fg) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Borrower or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gh) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 (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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Credit Agreement (TTM Technologies Inc), Credit Agreement (TTM Technologies Inc)
Indemnities. 7.3.1 The Applicant and the Relevant Indemnifying Company shall (aon a joint and several basis) The Company or within 3 Business Days of demand being made by the relevant Borrower must immediately on demand Issuing Bank indemnify the relevant Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Creditcost, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent otherwise than by reason of that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct misconduct) in acting as the Issuing Bank under any Bond.
7.3.2 Subject to the provisions of Clause 6.1 of Clause 6 (Long Dated Bonds) and of sub-clause 8.8.2 of Clause 8 (Repayment, Prepayment and Cancellation), each Bank shall (according to its 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 the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit Bond (unless the that Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
7.3.3 The Applicant and the Relevant Indemnifying Company shall (con a joint and several basis) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four within 3 Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) above will be its Pro Rata Share being made on the Utilisation Date of the relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand it reimburse any Revolving Facility Lender Bank for any payment it makes to the any Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credita Bond.
(f) 7.3.4 The obligations of the Obligors Applicant, each Indemnifying Company and each Revolving Facility Lender Bank under this Clause 7.3 (Indemnities) 7 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Applicant, Indemnifying Company or that Revolving Facility Lender under or Bank in connection with respect of any Letter of CreditBond, regardless of any intermediate payment or discharge in whole or in part.
(g) 7.3.5 The obligations of the Obligors Applicant, each Indemnifying Company and each Revolving Facility Lender any Bank under this Clause 7.3 (Indemnities) 7 will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 7 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(ia) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bond or other person;
(iib) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the Group;
(iiic) 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;
(iv) 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;
(vd) 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 Bond or any other person;
(vie) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bond or any other document or security;
(viif) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bond or any other document or security; or
(viiig) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC), Committed Multicurrency Revolving Facility Agreement (Marconi Corp PLC)
Indemnities. (a) The Company or the relevant Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that which the Issuing Bank incurs under or in acting as an Issuing Bank under connection with any Letter of CreditCredit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each L/C Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, must immediately on demand; and
demand (ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from be issued directly by the Issuing Bank, ) directly indemnify the Issuing Bank against its share of any loss or liability incurred by that 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 extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving The Facility Lender is not permitted (Agent must, upon request by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an , provide to the Issuing Bank under any Letter relevant details of Credit. In:
(i) respect each L/C Lender for the purposes of a Letter of Credit denominated in US Dollar, on receipt of issuing a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility L/C Lender’s share of the liability or loss referred to in paragraphs paragraph (b) and (c) 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.
(e) The Company or Issuing Bank must promptly notify the Facility Agent:
(i) 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 which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility L/C Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of CreditSubclause.
(fg) The obligations of the Obligors each Borrower and each Revolving Facility L/C Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors Borrower or that Revolving Facility L/C Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gh) The obligations of the Obligors each Borrower and each Revolving Facility L/C Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 (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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Facility Agreement (TTM Technologies Inc), Facility Agreement (TTM Technologies Inc)
Indemnities. 11.1 The T4CB shall indemnify and save harmless the T4IB with respect to any loss, liability, damages, costs or expenses which the T4IB may incur arising out of errors or omissions committed by the T4CB in carrying out instructions given to it by the T4IB.
11.2 The T4CB shall indemnify and save harmless each Client, except where such loss or damage is as a result of the negligence of the T4IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by such Client resulting from any errors or negligence on the part of the T4CB in the performance of its obligations under this Agreement.
11.3 The T4IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T4IB and not the T4CB.
(a) The Company Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.6, the relevant Borrower must immediately on demand indemnify T4IB will, upon notice from the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of CreditT4CB, except pay to the extent that T4CB an amount, up to the loss or liability amount permitted to be offset against the Deposit at any given time pursuant to the SRO Requirements (the "Indemnity Amount"), required to satisfy the obligations described therein. If the first Indemnity Amount paid is directly caused by insufficient to satisfy the gross negligence or wilful misconduct obligations of the Issuing BankT4IB to the T4CB, then the T4IB acknowledges that its obligation to deliver further Indemnity Amounts continues until such time as the T4IB has delivered such further Indemnity Amounts to the T4CB as are required to satisfy said obligation.
(b) Without limiting [The T4IB hereby pledges and grants to the Obligors’ liability under T4CB a first priority security interest in securities from time to time held by the Finance DocumentsT4CB for each of the Clients and principal accounts of the T4IB in order to secure the payment and performance of all obligations of the T4IB and the Clients to the T4CB from time to time. In the event of the bankruptcy or insolvency of the T4IB, subject to paragraph (c) belowor the T4IB is no longer a member of an SRO, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currencythe T4CB shall be entitled, on or prior notice to the date falling four Business Days after T4IB, to sell securities held by the date T4CB for each of demand from the Issuing BankClients ("Defaulting Clients") of the T4IB including the T4IB's principal accounts, indemnify whose trading activities are the Issuing Bank against its share source of any loss or liability incurred the T4IB's default, that will, upon disposition, give rise to sale proceeds equal in value to that portion of the amount specified in the notice that is attributable to such Defaulting Client's trading activities and the T4CB will be entitled to retain such proceeds in satisfaction of the amount owing to it by that Issuing Bank (except the T4IB and will credit the T4IB's account accordingly. To facilitate this arrangement the T4IB agrees to notify the extent Clients within a reasonable time period in writing that the loss or liability T4CB is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveentitled, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation to sell securities of Defaulting Clients that are in the Letter T4CB's possession from time to time for the purpose of Credit in an amount equal to its share of any loss or liability incurred by that Issuing Bank (except recovering amounts owing to the extent that the loss or liability is directly caused T4CB by the gross negligence or wilful misconduct T4IB as a result of the Issuing Banknon-payment of a specific Defaulting Client - include portion in square brackets only if choose second version of section 9.11 hereof].
(c) in acting as an Issuing Bank under any Letter Without limiting the generality of Credit. Inthe foregoing, the T4IB:
(i) respect agrees to indemnify and save harmless the T4CB from any loss, liability, damages, costs or expenses which the T4CB may suffer or incur by reason of a Letter the failure of Credit denominated in US Dollarthe T4IB or any of the Clients to make any payment of money or delivery of securities to the T4CB as and when required by it including, without limitation, payment of all commissions, margin and interest charges on receipt of a demand from late payments charged by the Facility AgentT4CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(ii) respect agrees to indemnify and save harmless the T4CB from any loss, liability, damages, costs or expenses, suffered or incurred by it arising out of a Letter any act or failure to act on the part of Credit denominated the T4CB in an Optional Currencythe course of it in good faith carrying out its obligations or exercising its discretion hereunder, on or prior up to the date falling four Business Days after Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the date of demand from the Facility Agentobligation hereunder, that Revolving Facility Lender must pay to the Facility Agent (for the account except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveT4CB.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Introducer/Carrier Broker Agreement, Introducer/Carrier Broker Agreement
Indemnities. (a) The Company or the relevant Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that which the Issuing Bank incurs under or in acting as an Issuing Bank under connection with any Letter of CreditCredit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, must immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that 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 extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs paragraph (b) and (c) above will be its Pro Rata rata Share on the Utilisation Date of the relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(ed) The Company or the relevant Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of CreditSubclause.
(fe) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Borrower or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Finance Agreement, Credit Facilities Agreement (Imperial Tobacco Group PLC)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will 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 Revolving Facility Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its share Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on or Bank Guarantee. On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must or Bank Guarantee shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 14.5 (Indemnities) in respect of such that Letter of CreditCredit or Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditCredit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of 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 person;
(iv) 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 full value of any security;
(viv) 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 Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Credit, any Bank Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Rockwood Holdings, Inc.), Amendment and Restatement Agreement (Rockwood Holdings, Inc.)
Indemnities. (a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except In addition to the extent that LIBOR Rate Loan Prepayment Fee, the loss 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 liability is directly caused reduction in the amount of any sum receivable by the gross negligence Administrative Agent and/or the Lenders (as applicable), in respect, or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender mustas a result of:
(iA) in respect any conversion or repayment or prepayment of the principal amount of any LIBOR Rate Loans on a Letter date other than the scheduled last day of Credit denominated in US Dollar, immediately on demand; andthe Interest Period applicable thereto;
(iiB) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting loans not being made as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility Lender LIBOR Rate Loans in accordance with the terms of this Agreement)borrowing request thereof;
(C) any LIBOR Rate Loans not being continued as, an undivided interest or converted into, LIBOR Rate Loans in accordance with the applicable LIBOR Election Form and participation Certification thereof, or
(D) any costs associated with marking to market any Hedging Obligations that (in the Letter reasonable determination of Credit in an amount equal the Administrative Agent) are required to its share be terminated as a result of any loss conversion, repayment or liability incurred 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 that Issuing Bank (except the Borrowers to the extent that Administrative Agent for its own benefit or for the loss or liability is directly caused by the gross negligence or wilful misconduct benefit of the Issuing BankLenders (as the case may be) within five (5) days of its receipt of such notice, and such notice shall, in acting as an Issuing Bank under any Letter the absence of Creditmanifest error, be conclusive and binding on the Borrowers. In:
The Borrowers understand, agree and acknowledge the following: (i) respect 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 Letter basis for calculating the rate of Credit denominated in US Dollarinterest on a LIBOR Rate Loan, on receipt of a demand from the Facility Agent; and
(ii) respect of the LIBOR Rate may be used merely as a Letter of Credit denominated reference in an Optional Currencydetermining such rate, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any person under the terms of any composition or arrangement;
(iii) the takingBorrowers have accepted the LIBOR Rate as a reasonable and fair basis for calculating such rate, variationthe LIBOR Rate Loan Prepayment Fee, compromiseand 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, exchangeif any, renewal whether or release ofnot the Administrative Agent and/or the Lenders elect to purchase, 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingssell and/or match funds.
Appears in 2 contracts
Sources: Business Loan and Security Agreement (Vse Corp), Business Loan and Security Agreement (Vse Corp)
Indemnities. (a) 11.1 The Company T1CB shall indemnify and save harmless the T1IB with respect to any loss, liability, damages, costs or expenses which the relevant Borrower must immediately on demand T1IB may incur arising out of errors or omissions committed by the T1CB in carrying out instructions given to it by the T1IB.
11.2 The T1CB shall indemnify the Issuing Bank against any and save harmless each Client, except where such loss or damage is as a result of the negligence of the T1IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by that Issuing Bank in acting as an Issuing Bank under such Client resulting from any Letter of Credit, except to errors or negligence on the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct part of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation T1CB in the Letter performance of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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 obligations under this Agreement.
(e) 11.3 The Company T1IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T1IB and not the T1CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.06, the Borrower which requested T1IB will, upon notice from the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes T1CB, pay to the Issuing Bank under this Clause 7.3 T1CB an amount, up to the amount of excess Risk Adjusted Capital of the T1IB as determined by the T1IB on its most recent Joint Regulatory and Financial Questionnaire and Report (Indemnities) in respect of such Letter of Credit.
(f) The the "Indemnity Amount"), required to satisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend T1IB to the ultimate balance of all sums payable by T1CB, then the Obligors or T1IB acknowledges that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations its obligation to deliver further Indemnity Amounts continues until such time as the T1IB has delivered such further Indemnity Amounts to the T1CB as are required to satisfy said obligation. Without limiting the generality of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any actforegoing, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (whether or not known to it or any other person). This includesthe T1IB:
(ia) agrees to indemnify and save harmless the T1CB from any time loss, liability, damages, costs or waiver granted toexpenses which the T1CB may suffer or incur by reason of the failure of the T1IB or any of the Clients to make any payment of money or delivery of securities to the T1CB as and when required by it including, or composition withwithout limitation, any person;payment of all commissions, margin and interest charges on late payments charged by the T1CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the T1CB from any release loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any person under the terms of any composition act 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 person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise act on the full value part of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change the T1CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of any person;
(vi) any amendment the negligence of a Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsthe T1CB.
Appears in 2 contracts
Sources: Uniform Type 1 Introducer/Carrier Broker Agreement, Introducer/Carrier Broker Agreement
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits L/C Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Company requested) a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Indemnities. (a) 9.1 The Company Mortgagors will jointly and severally, indemnify and hold harmless the Mortgagee, Alibaba and each agent or attorney appointed under or pursuant to this Legal Mortgage of IPCo Shares from and against any and all expenses, claims, liabilities, losses, taxes, costs, duties and fees suffered, incurred or made by the Mortgagee, Alibaba or such agent or attorney:
9.1.1 in the exercise or purported exercise of any rights, powers or discretions vested in them pursuant to this Legal Mortgage of IPCo Shares;
9.1.2 in the preservation or enforcement of the Mortgagee’s rights under this Legal Mortgage of IPCo Shares or the relevant Borrower must immediately on demand indemnify priority thereof; or
9.1.3 in the Issuing Bank against release of any loss part of the Mortgaged Property from the security created by this Legal Mortgage of IPCo Shares, and the Mortgagee or liability incurred such agent or attorney may retain and pay all sums in respect of the same out of money received under the powers conferred by that Issuing Bank in acting as an Issuing Bank this Legal Mortgage of IPCo Shares.
9.2 If, under any Letter applicable Laws, and whether pursuant to a judgment being made or registered against either Mortgagor or the bankruptcy or liquidation of Crediteither Mortgagor or for any other reason any payment under or in connection with this Legal Mortgage of IPCo Shares is made in a currency (the “Payment Currency”) other than the currency in which such payment is due under or in connection with this Legal Mortgage of IPCo Shares (the “Contractual Currency”), except then to the extent that the loss or liability is directly caused amount of such payment actually received by the gross negligence or wilful misconduct Mortgagee when converted into the Contractual Currency at the rate of exchange, falls short of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender due under or in connection with this Legal Mortgage of IPCo Shares, the Mortgagors, as a separate and independent obligation, shall jointly and severally indemnify and hold harmless the Mortgagee against the amount of such shortfall. For the purposes of this Section 9.2, “rate of exchange” means the rate at which the Mortgagee is able on or about the date of such payment to purchase the Contractual Currency with the Payment Currency and shall take into account any Letter premium and other costs of Credit, regardless of any intermediate payment or discharge in whole or in partexchange with respect thereto.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Framework Agreement (Alibaba Group Holding LTD), Framework Agreement (Yahoo Inc)
Indemnities. (a) The Company Each Borrower shall within three Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must 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 that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor a Loan Party pursuant to a Finance Loan 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Administrative Agent, that Revolving Facility Lender must shall pay to the Facility Administrative Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Loan Parties’ Agent requested) a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) Section 2.46 in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) Section 2.446 to Section 2.49 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) Section 2.446 to Section 2.49 will not be affected by any act, omission omission, matter or thing which, but for this provisionSection 2.44 to Section 2.49, would reduce, release or prejudice any of its obligations under this Clause 7.3 Section 2.44 to Section 2.49 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Loan Party, the Issuing Bank of any Letter of Credit or any other person;
(ii) any the release of any other Loan Party 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 person;
(iv) Loan Party, the 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 realise realize the full value of any security;
(viv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Loan Party, the Issuing Bank of any Letter of Credit or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Loan Document, any Letter of Credit or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Loan Document, any Letter of Credit or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Credit Agreement (1295728 Alberta ULC), Credit Agreement (1295728 Alberta ULC)
Indemnities. (a) 11.1 The Company T3CB shall indemnify and save harmless the T3IB with respect to any loss, liability, damages, costs or expenses which the relevant Borrower must immediately on demand T3IB may incur arising out of errors or omissions committed by the T3CB in carrying out instructions given to it by the T3IB.
11.2 The T3CB shall indemnify the Issuing Bank against any and save harmless each Client, except where such loss or damage is as a result of the negligence of the T3IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by that Issuing Bank in acting as an Issuing Bank under such Client resulting from any Letter of Credit, except to errors or negligence on the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct part of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation T3CB in the Letter performance of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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 obligations under this Agreement.
(e) 11.3 The Company T3IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T3IB and not the T3CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.6, the Borrower which requested T3IB will, upon notice from the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes T3CB, pay to the Issuing Bank under this Clause 7.3 T3CB an amount, up to the amount permitted to be offset against the Deposit at any given time pursuant to the SRO Requirements (Indemnities) in respect of such Letter of Credit.
(f) The the "Indemnity Amount"), required to satisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend T3IB to the ultimate balance of all sums payable by T3CB, then the Obligors or T3IB acknowledges that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations its obligation to deliver further Indemnity Amounts continues until such time as the T3IB has delivered such further Indemnity Amounts to the T3CB as are required to satisfy said obligation. Without limiting the generality of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any actforegoing, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (whether or not known to it or any other person). This includesthe T3IB:
(ia) agrees to indemnify and save harmless the T3CB from any time loss, liability, damages, costs or waiver granted toexpenses which the T3CB may suffer or incur by reason of the failure of the T3IB or any of the Clients to make any payment of money or delivery of securities to the T3CB as and when required by it including, or composition withwithout limitation, any person;payment of all commissions, margin and interest charges on late payments charged by the T3CB, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the T3CB from any release loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any person under the terms of any composition act 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 person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise act on the full value part of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change the T3CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of any person;
(vi) any amendment the negligence of a Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsthe T3CB.
Appears in 2 contracts
Sources: Introducer/Carrier Broker Agreement, Introducer/Carrier Broker Agreement
Indemnities. (a) 11.1 The Company T2CB shall indemnify and save harmless the T2IB with respect to any loss, liability, damages, costs or expenses which the relevant Borrower must immediately on demand T2IB may incur arising out of errors or omissions committed by the T2CB in carrying out instructions given to it by the T2IB.
11.2 The T2CB shall indemnify the Issuing Bank against any and save harmless each Client, except where such loss or damage is as a result of the negligence of the T2IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by that Issuing Bank in acting as an Issuing Bank under such Client resulting from any Letter of Credit, except to errors or negligence on the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct part of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation T2CB in the Letter performance of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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 obligations under this Agreement.
(e) 11.3 The Company T2IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T2IB and not the T2CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.6, the Borrower which requested T2IB will, upon notice from the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes T2CB, pay to the Issuing Bank under this Clause 7.3 T2CB an amount, up to the amount of excess Risk Adjusted Capital of the T2IB as determined by the T2IB on its most recent Form 1 (Indemnities) in respect of such Letter of Credit.
(f) The the "Indemnity Amount"), required to satisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend T2IB to the ultimate balance of all sums payable by T2CB, then the Obligors or T2IB acknowledges that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations its obligation to deliver further Indemnity Amounts continues until such time as the T2IB has delivered such further Indemnity Amounts to the T2CB as are required to satisfy said obligation. Without limiting the generality of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any actforegoing, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (whether or not known to it or any other person). This includesthe T2IB:
(ia) agrees to indemnify and save harmless the T2CB from any time loss, liability, damages, costs or waiver granted toexpenses which the T2CB may suffer or incur by reason of the failure of the T2IB or any of the Clients to make any payment of money or delivery of securities to the T2CB as and when required by it including, or composition withwithout limitation, any person;payment of all commissions, margin and interest charges on late payments charged by the T2CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the T2CB from any release loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any person under the terms of any composition act 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 person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise act on the full value part of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change the T2CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of any person;
(vi) any amendment the negligence of a Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsthe T2CB.
Appears in 2 contracts
Sources: Uniform Type 2 Introducer/Carrier Broker Agreement, Introducer/Carrier Broker Agreement
Indemnities. (aA) The Company or Subject to clause 6.9 (Claims under a Letter of Credit), the relevant Borrower must shall immediately on demand indemnify the LC Issuing Bank against any cost, loss or liability incurred by that such LC Issuing Bank in acting as an LC Issuing Bank under any Letter hereunder (otherwise than by reason of Credit, except to the extent that the loss or liability is directly caused by the such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct).
(bB) Without limiting Each Lender shall (according to its portion of the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US DollarAvailable Facility), immediately on demand; and
demand by the Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the LC Issuing Bank), indemnify the LC Issuing Bank against its share of any cost, loss or liability incurred by that the LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(cC) If any Revolving Facility Lender is not permitted Subject to clause 6.9 (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank Claims under any a Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar), on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the LC Issuing Bank under this Clause 7.3 clause 6.10 (Indemnities) in respect of such Letter of Credit).
(fD) The obligations of each Lender and the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gE) The obligations of the Obligors and each Revolving Facility a Lender or a Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar 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. (a) The Company or the relevant Each Borrower must immediately on shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct or material breach of its contractual obligations) in acting as the Issuing BankBank under any Bank Guarantee requested by (or on behalf of) that Borrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four shall within 3 Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share such Lender’s Bank Guarantee Proportion of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit Bank Guarantee is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit Bank Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Bank Guarantee in an amount equal to its share Bank Guarantee Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Guarantee Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Letter of Credit must Company requested) a Bank Guarantee shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) 7.4 in respect of such Letter of Creditthat Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 7.4 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) 7.4 will not be affected by any act, omission matter or thing which, but for this provisionClause 7.4, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) Obligor, any non-beneficiary under a Bank Guarantee or other person or any non presentation or non-non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(viv) 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 Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bank Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bank Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 2 contracts
Sources: Senior Facilities Agreement (Sirona Dental Systems, Inc.), Senior Facilities Agreement (Sirona Dental Systems, Inc.)
Indemnities. (a) The Company Each Borrower shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must 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 that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank's gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 7.4 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company Each Borrower shall within 4 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must 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 that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank's gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must immediately on shall within 4 Business Days of demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 7.5 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or any Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of any member of the Group or any other person;
(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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Facility Agreement (Enodis PLC)
Indemnities. (a) The Company or the relevant A Borrower must immediately on demand indemnify the Issuing Fronting Bank against any loss or liability incurred which the Fronting Bank incurs under or in connection with any Documentary Credit requested by that Issuing Bank in acting as an Issuing Bank under any Letter of Creditit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Fronting Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately must promptly on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Fronting Bank against its share of any loss or liability incurred which the Fronting Bank incurs under or in connection with any Documentary Credit and which has not been paid for by that Issuing Bank (an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Fronting Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs sub-paragraph (b) and (c) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of CreditDocumentary Credit on its Utilisation Date, adjusted to reflect any subsequent assignment or transfer under and in accordance with the terms of this Agreement.
(ed) The Company or the relevant Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Fronting Bank under this Clause 7.3 (Indemnities) in respect of such Letter of CreditSubclause.
(fe) The obligations of the Obligors each Lender and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender Borrower under or in connection with any Letter of Documentary Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit Document or any other document or security;
(vii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Document or any other document or security; or
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Credit Facility Agreement (Valentia Telecommunications)
Indemnities. (1) The Tenant is responsible for and indemnifies the Landlord against all Claims and Costs incurred in connection with:
(a) The Company any cause relating to the Premises, any property or any person inside or outside the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of CreditPremises, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.Landlord;
(b) Without limiting the Obligors’ liability 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 Finance Documents, subject to paragraph Tenant or any trespasser while in the Premises;
(c) belowthe overflow or leakage of water from any source including the Services or the Landlord's Fixtures, each Revolving Facility Lender mustwhether 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 person exercising or purporting to or attempting to exercise a right or remedy in relation to this Lease after the Tenant has defaulted under this Lease;
(f) the Landlord doing anything:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demandwhich the Landlord is permitted or required to do under this lease; andor
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to which the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender Tenant must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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 do under this Agreement.
(e) The Company Lease but has not done or which the Borrower which requested Landlord considers the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.Tenant has not done properly;
(g) The obligations the Tenant’s breach of this Lease (including if this Lease is terminated for breach, the Landlord’s loss of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any benefit of the Tenant performing its obligations under this Clause 7.3 (Indemnities) (whether or not known to it or any other personLease). This includes:,
(i2) any time or waiver granted to, or composition with, any person;Amounts due under the indemnity in clause 14.9(1) must be paid by the Tenant to the Landlord on demand.
(ii3) any release of any person The indemnity in this clause 14.9 is independent from the Tenant’s other obligations under this Lease and does not come to an end when this Lease expires or is terminated. It is not necessary for the terms of any composition Landlord to incur expense 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 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 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 make a Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingspayment before enforcing this indemnity.
Appears in 1 contract
Sources: Lease Agreement
Indemnities. (a) The Company or the relevant Borrower must immediately on demand 17.1 Principal hereby agrees to indemnify the Issuing Bank Custodian against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter all liability, claims, demands, damages, losses, and costs, including reasonable attorneys' fees and expenses of Creditlegal proceedings, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand resulting from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents Custodian's compliance with instructions from Principal or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) Investment Manager and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross where Custodian has acted with negligence or wilful misconduct willful misconduct.
17.2 Custodian hereby agrees to indemnify Principal against all liability, claims, demands, damages, losses, and costs, including reasonable attorneys' fees and expenses of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollarlegal proceedings, on receipt of a demand resulting from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross Custodian’s negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) abovewillful misconduct.
(d) A Revolving Facility Lender’s share 17.3 Custodian's right to indemnity under Subparagraph 17.1 of this Agreement shall survive the liability or loss referred to in paragraphs (b) and (c) above will be its Pro Rata Share on the Utilisation Date termination of the relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Company 17.4 Custodian agrees on behalf of itself and its employees to treat confidentially and as the proprietary information of Principal all records and other information related to Principal and its prior, present or potential Shareholders, and to the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender investment manager and its prior, present or potential customers, and not to use these records and information for any payment it makes purpose other than performance of its responsibilities and duties hereunder, except after prior notification to the Issuing Bank under Principal and Principal’s written approval. Notwithstanding anything apparently to the contrary in the preceding provisions of this Clause 7.3 (Indemnities) in respect Section to authorized bank examiners and to its internal and external auditors for official use and may also release it pursuant to a subpoena or other order issued by a court of such Letter of Creditcompetent jurisdiction.
(f) The obligations of 17.5 Custodian shall cooperate with Principal’s independent public accountants and shall take all reasonable action in the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice any performance of its obligations under this Clause 7.3 (Indemnities) (whether or Agreement to assure that the necessary information is made available to the accounts for the expression of their unqualified opinion, including but not known limited to it or the opinion included in the Fund’s Form N-1A, Form N-CSR, and other reports to the SEC and for any other person)requirement of the SEC. Custodian shall provide Principal, at such times as Principal may reasonably require, with reports from Custodian’s independent public accountants, SAS70 Report. This includes:
(i) Report shall be of sufficient scope and in sufficient detail as Principal may reasonably required to provide reasonable assurance that the examination would disclose any time or waiver granted tomaterial inadequacies and, or composition withif there are no material inadequacies, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsReport shall so state.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Borrower must immediately on shall within five Business Days of demand indemnify the each Issuing Bank against any cost, loss or liability incurred by that such Issuing Bank (otherwise than by reason of such Issuing Bank's gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of CreditCredit requested by the Borrower. A certificate indicating the amount of such cost, except to loss or liability, detailing the extent that the calculation of such cost, loss or liability is directly caused and explaining how and why such costs, losses or liabilities have been incurred by such Issuing Bank in acting as the gross negligence Issuing Bank under any Letter of Credit shall be submitted by such Issuing Bank to the Borrower and the Administrative Agent and shall be prima facie evidence for all purposes, absent manifest error. For the avoidance of doubt, fronting fees and customary transaction costs and fees charged by an Issuing Bank pursuant to Clause 7.3
(a) (Fee payable in respect of Letters of Credit) shall not constitute costs, losses or wilful misconduct liabilities of the Issuing BankBanks required to be indemnified by the Borrower under this Clause 7.5.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) belowWithin three Business Days of demand, each Revolving Facility Lender must:
shall (iaccording to its L/C Proportion) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the each Issuing Bank against its share of any cost, loss or liability incurred by that such Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit (unless the such Issuing Bank has been reimbursed by an Obligor a Credit Party pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Within three Business Days after the date of demand from the Facility Administrative Agent, that Revolving Facility Lender must shall pay to the Facility Administrative Agent (for the account of the relevant applicable Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share The Borrower shall within five Business Days of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the any Issuing Bank under this Clause 7.3 7.5 (Indemnities) in respect of such any Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each any Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includesPerson) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any personCredit Party, any beneficiary under a Letter of Credit or other Person;
(ii) any the release of any person other Credit Party or any other Person under the terms of any composition or arrangementarrangement 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 person;
(iv) Credit Party, 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;
(viv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Credit Party, any personbeneficiary under a Letter of Credit or any other Person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person Person under any Finance Document, any Letter of Credit or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Revolving Credit Agreement (Pride International Inc)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Bank Guarantee requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting Each Lender shall (according to its Bank Guarantee Proportion) immediately on demand indemnify the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender mustIssuing Bank against:
(i) in respect of a Letter of Credit denominated in US Dollarany cost, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document); and
(ii) the failure by a Borrower to provide cash cover as required pursuant to this Agreement.
(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 Revolving Facility Lender will not be obliged to comply with paragraph (b) above and will shall instead be deemed to have taken, on the date the Letter of Credit Bank Guarantee is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit Bank Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Bank Guarantee in an amount equal to its share Bank Guarantee Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Guarantee Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Letter of Credit must Company requested) a Bank Guarantee shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Creditthat Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.3 (f), would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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 Bank Guarantee or any other person;
(v) any amendment (however fundamental) or replacement of a Finance Document, any Bank Guarantee or any other document or security (except to the extent such amendment relates to the obligations of the relevant Lender or Borrower under this Clause and was made with the consent of the Issuing Bank);
(vi) any amendment unenforceability, illegality or invalidity of a any obligation of any person under any Finance Document, any Letter of Credit Bank Guarantee or any other document or security;
(vii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bank Guarantee or any other document document;
(viii) any change in the condition (financial or securityotherwise) of any Obligor;
(ix) the occurrence or continuance of a Default, or the termination of the Commitments or any Bank Guarantee; or
(viiix) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (aA) The Company or the relevant Original Borrower must shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by that 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, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(bB) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits LC Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
demand by the Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against its share of any cost, loss or liability incurred by that such LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit (unless the that LC Issuing Bank has been reimbursed by an Obligor the Original Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eC) The Company or the Original Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.3 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of such Letter 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 Creditreimbursement 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 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 this clause 8.4(C) and deemed to be made to the Original Borrower shall be paid to an LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the 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 the amount of the outstanding payment.
(fD) The obligations of each Lender and the Obligors and each Revolving Facility Lender Original Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Original Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gE) The obligations of a Lender or the Obligors and each Revolving Facility Lender Original Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Deed of Amendment and Restatement (Kosmos Energy Ltd.)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits L/C Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 5B.5 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (aA) The Company or the relevant Original Borrower must shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by that 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, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(bB) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits LC Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
demand by the Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against its share of any cost, loss or liability incurred by that such LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit (unless the that LC Issuing Bank has been reimbursed by an Obligor the Original Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eC) The Company or the Original Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.3 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of such Letter 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 Creditreimbursement 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 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 this clause 8.4(C) and deemed to be made to the Original Borrower shall be paid to an LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the 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 the amount of the outstanding payment.
(fD) The obligations of each Lender and the Obligors and each Revolving Facility Lender Original Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Original Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gE) The obligations of a Lender or the Obligors and each Revolving Facility Lender Original Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Loan Agreement (Kosmos Energy Ltd.)
Indemnities. (a) The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits L/C Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 58.4 (Indemnities) in respect of such that Letter of Credit.
(fd) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(ge) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, the Borrower, any beneficiary under a Letter of Credit or other person;
(ii) any the release of the Borrower or any other person under the terms of any composition or arrangementarrangement with any creditor of 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 person;
(iv) 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;
(viv) 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 Letter of Credit or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Facility Document, any Letter of Credit or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Facility Document, any Letter of Credit or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Subordinated Secured Term and Letter of Credit Facility Agreement (Cascal B.V.)
Indemnities. (a) The Company Each Borrower shall within five Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must 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 that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender or its Affiliate is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must or its Affiliate shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Company requested) a Letter of Credit must immediately on shall within five Business Days of demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of CreditCredit otherwise than by reason of such Lender’s gross negligence or wilful misconduct.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any Group Company;
(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 Security over assets of, any person;
(iv) 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 securitySecurity;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit (provided that the Company had consented to such amendment) or any other document or securitySecurity;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or securitySecurity; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Term and Revolving Facilities Agreement (ShangPharma Corp)
Indemnities. 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 Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been (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 Company Borrower shall pay any stamp, documentary and other similar duties and taxes to which the Finance Documents may be subject, or the relevant Borrower must immediately on demand give rise and shall indemnify the Issuing Bank Lender against any loss losses or liability incurred liabilities that it may incur as a result of any delay or omission by that Issuing Bank the Borrower in acting as an Issuing Bank 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 Letter of CreditFinance Document, except which is incurred or suffered by the Lender to the extent that it is attributable to the loss Lender having entered into the Agreement or liability funding or performing its obligations under any Finance Document and which is directly caused incurred by the gross negligence Lender as a result of (i) the introduction of or wilful misconduct 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 Issuing BankAgreement.
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) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on compensated for by Clause 9.1 or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct would have been compensated for but was not solely because of the Issuing Bank) application of the exclusions in acting as an Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).Clause 9.2; or
(c) If attributable to the wilful breach by the Lender of any Revolving Facility law or regulation.
9.6 All amounts payable under a Finance Document by the Borrower to the Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead shall be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share be exclusive of any loss or liability incurred by that Issuing Bank (except to VAT, and, accordingly, if VAT is chargeable, the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender Borrower must pay to the Facility Agent Lender (for in addition to and at the account of same time as paying the relevant Issuing Bankamount) an amount equal to its share the amount of the VAT.
9.7 The Borrower must, within 3 Business Days of demand, indemnify the Lender against any cost, loss or liability (including legal fees) incurred by that Issuing Bank it as a result of:
(except a) obtaining any Valuation required by the Lender as a condition precedent to the extent that the loss relevant Drawdown or liability is directly caused by the gross negligence or wilful misconduct as a result of the Issuing Bank) in acting as an Issuing Bank under operation of any Letter other term of Credit demanded under paragraph the Agreement;
(b) above.the occurrence of any Event 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) A Revolving Facility Lender’s share funding, or making arrangements to fund, a Loan requested by the Borrower but not made by reason of the liability operation of any one or loss referred to in paragraphs (b) and (c) above will be its Pro Rata Share on the Utilisation Date more of the relevant Letter provisions of Credit, adjusted to reflect any subsequent assignment the Agreement (other than by reason of wilful default or transfer under this Agreement.gross negligence by the Lender alone);
(e) The Company the Loan (or part of the Borrower which requested Loan) not being prepaid in accordance with a notice of prepayment given by the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.Borrower;
(f) The obligations investigating any event which it reasonably believes is a Potential Event of the Obligors and each Revolving Facility Lender under this Default (including without limitation obtaining a Valuation pursuant to Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.13.3);
(g) The obligations of the Obligors acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:appropriately authorised; or
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any person under the terms of any composition or arrangement;
(iiih) the taking, variation, compromise, exchange, renewal or release enforcement of, or refusal or neglect to perfect, take up or enforce, the preservation of any rights against, underany Finance Document and with any proceedings instituted by or security over assets of, any person;
(iv) any non-presentation or non-observance against the Lender as a consequence of any formality or other requirement in respect of any instrument or any failure to realise the 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 it entering into a Finance Document, taking of and holding the Security Documents, or enforcing or preserving any Letter of Credit or its rights under each and any other document or security;
(vii) any unenforceability, illegality or invalidity of any obligation of any person under any the Finance Document, any Letter of Credit or any other document or security; or
(viii) any insolvency or similar proceedingsDocuments.
Appears in 1 contract
Sources: General Terms and Conditions
Indemnities. (a) The Company or the relevant Borrower must immediately on demand indemnify 17.8.1 Each Obligor indemnifies the Issuing Bank against any loss or liability incurred by that which the Issuing Bank incurs under or in acting as an Issuing Bank under any connection with the Standby Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank or by an illegal issuance of the Standby Letter of Credit by the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility 17.8.2 Each Participating Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify indemnifies the Issuing Bank against its share of any loss or liability incurred by that which the Issuing Bank (incurs under or in connection with the Standby Letter of Credit and which has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as Bank or by an Issuing Bank under any illegal issuance of the Standby Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) 17.8.3 A Revolving Facility Participating Lender’s share of the liability or loss referred to in paragraphs (b) and (c) above clause 17.8.2 will be its Pro Rata Share on the SLC Utilisation Date of the relevant Standby Letter of Credit, adjusted to reflect any subsequent cession, assignment or and transfer under this Agreement.
(e) 17.8.4 The Company or the Borrower which requested the relevant Letter of Credit Obligors must immediately on demand reimburse any Revolving Facility Participating Lender for any payment it makes to the Issuing Bank under this Clause 7.3 clause 17.8 (Indemnities) in respect of such Letter of Credit).
(f) 17.8.5 The obligations of the Obligors each Obligor and each Revolving Facility Participating Lender under this Clause 7.3 clause 17.8 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Obligor or that Revolving Facility Participating Lender under or in connection with any the Standby Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) 17.8.6 The obligations of the Obligors and each Revolving Facility Participating Lender or any Obligor under this Clause 7.3 clause 17 (IndemnitiesStandby Letter of Credit Facility) 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 7.3 clause 17 (IndemnitiesStandby Letter of Credit Facility) (whether or not known to it or any other person). This includes, including:
(i) 17.8.6.1 any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under the Standby Letter of Credit or any other person;
(ii) any 17.8.6.2 the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the Borrower Group;
(iii) 17.8.6.3 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;
(iv) Obligor, any beneficiary under the Standby 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;
(v) 17.8.6.4 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 the Standby Letter of Credit or any other person;
(vi) 17.8.6.5 any amendment (however fundamental) or replacement of a Finance Document, any the Standby Letter of Credit or any other document or security;
(vii) 17.8.6.6 any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any the Standby Letter of Credit or any other document or security; or
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (ai) The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank each Lender against any cost, loss or liability whatsoever incurred by that Issuing Bank such Lender (otherwise than by reason of such Lender’s gross negligence or wilful misconduct) in acting as an Issuing Bank carrying out its function under any Letter of Credit, except whether pursuant to sub-paragraph (c)(i) above or otherwise.
(ii) The Borrower shall immediately on demand indemnify the extent that the Agent against any cost, loss or liability is directly caused whatsoever incurred by the Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct misconduct) in carrying out its function under any Letter of the Issuing BankCredit.
(biii) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits Relevant Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank Agent against its share of any cost, loss or liability incurred by that Issuing Bank the Agent (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Agent’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an Issuing Bank carrying out its function under any Letter of Credit (unless the Issuing Bank Agent has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eiv) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank Agent under this Clause 7.3 sub-paragraph (Indemnitiesiii) above unless the Borrower has already indemnified (A) the Agent in full in respect of such Letter payment under sub-paragraph (iii) above, (in which instance the Agent shall promptly reimburse each Lender to the extent of Creditany payment made by such Lender to the Agent under sub-paragraph (iii) above, or (B) such Lender in full in respect of such payment under sub-paragraph (i) above.
(fv) The obligations of each Lender and the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 paragraph (Indemnitiesd) are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or the Obligors or that Revolving Facility Lender under or Borrower (as the case may be) in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gvi) The obligations of any Lender or the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 paragraph (Indemnitiesd) will not be affected by any act, omission omission, matter or thing which, but for this provisionparagraph (d), would reduce, release or prejudice any of its obligations under this Clause 7.3 paragraph (Indemnitiesd) (without limitation and whether or not known to it or any other person). This includes) including:
(iA) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(iiB) any the release of any Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the Group;
(iiiC) 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;
(iv) 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;
(vD) 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;
(viE) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or securitydocument;
(viiF) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or securitydocument; or
(viiiG) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)
Indemnities. In addition to the Loan Prepayment Fee, the Borrowers hereby indemnify each of the Lenders against any loss, cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of (a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused failure by the gross negligence Borrowers to make any payment when due of any amount due hereunder in connection with an RFR Loan or wilful misconduct of the Issuing Bank.
a Eurocurrency Rate Loan, (b) Without limiting any failure of the Obligors’ liability under the Finance DocumentsBorrowers to borrow or continue an RFR Loan or a Eurocurrency Rate Loan or convert to an RFR Loan or a Eurocurrency Rate Loan on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct failure of the Issuing Bank) Borrowers to prepay any RFR Loan or Eurocurrency Rate Loan on a date specified therefor in acting as an Issuing Bank under any Letter Notice of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) abovePrepayment, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share any payment, prepayment or conversion of any Daily Simple RFR Loan on a date other than on the Interest Payment Date therefor (including as a result of an Event of Default) or SOFR Rate Loan or Eurocurrency Rate Loan on a date other than the last day of the liability Interest Period therefor (including as a result of an Event of Default) or loss referred to in paragraphs (b) and (c) 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.
(e) The Company the assignment of any Daily Simple RFR Loan other than on the Interest Payment Date therefor or any Eurocurrency Rate Loan or SOFR Rate Loan other than on the Borrower which requested last day of the relevant Letter Interest Period applicable thereto. In the case of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to a Eurocurrency Rate Loan, the Issuing Bank under this Clause 7.3 (Indemnities) in respect amount of such Letter of Credit.
(f) The obligations loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to Eurocurrency Rate Loans in the ultimate balance of all sums payable by the Obligors London or that Revolving Facility Lender under or in connection with any Letter of Creditother applicable offshore interbank market for such Currency, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known such Eurocurrency Rate Loan was in fact so funded, and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any person under compensate such Lender shall be forwarded to the terms of any composition or arrangement;
(iii) Borrowers through the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect Administrative Agent and shall be conclusively presumed 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsbe correct save for manifest error.
Appears in 1 contract
Indemnities. (a) The Company or the relevant A Borrower must immediately promptly on demand indemnify the Issuing Bank against any loss or liability incurred by that which the Issuing Bank incurs under or in acting as an Issuing Bank under connection with any Letter of CreditCredit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately must promptly on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that which the Issuing Bank (incurs under or in connection with any Letter of Credit and which at the date of demand has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility A Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s 's share of the liability or loss referred to in paragraphs paragraph (b) and (c) above will be its Pro Rata Share share of such Letter of Credit on the Utilisation Date (as determined in accordance with paragraph (b) of the relevant Clause 6.3 (Issue of Letter of Credit)) for that Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreementin accordance with Clause 27.13 (Assignments and transfers—Issuing Bank).
(ed) The Company or the relevant Borrower which requested the relevant Letter of Credit must immediately promptly on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect 7.5, except to the extent arising out of the negligence or wilful misconduct of, or breach of the terms of this Agreement by, such Letter of CreditLender.
(fe) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 7.5 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Borrower or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 7.5 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 7.3 (Indemnities) 7.5 (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Senior Finance Document, any Letter of Credit Document or any other document or security;; or
(vii) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Letter of Credit Document or any other document or security; or
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Senior Facilities Agreement (Nordic Telephone CO ApS)
Indemnities. (a) The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused Guarantee requested by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits Guarantee Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 7.4 (Indemnities) in respect of such Letter of Credita Guarantee which it requested.
(fd) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditGuarantee, regardless of any intermediate payment or discharge in whole or in part.
(ge) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Guarantee or other person;
(ii) any 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 person;
(iv) 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 full value of any security;
(viv) 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 Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Acergy S.A.)
Indemnities. (a) The Company or Without limiting the relevant liability of any Borrower must immediately under the Finance Documents, each Revolving Credit Lender shall forthwith on demand indemnify the Issuing Bank against Facility Agent, and each Swingline Lender shall forthwith on demand indemnify the relevant Swingline Agent, for that Lender’s proportion of any liability or loss (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Issuing Bank the Facility Agent or the relevant Swingline Agent in any way relating to or arising out of its acting as an Issuing Bank under any Letter of Creditthe Facility Agent or the relevant Swingline Agent, except to the extent that the liability or loss or liability is arises directly caused by from the relevant Agent’s gross negligence or wilful misconduct (or, in the case of any cost, loss or liability pursuant to Clause 21.18 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Issuing BankFacility Agent).
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility A Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share proportion of the liability or loss referred to set out in paragraphs paragraph (b) and (ca) above will be the proportion which the Original Dollar Amount of its Pro Rata Share participation in the Revolving Loans (if any) bears to the Original Dollar Amount of all the Revolving Loans on the Utilisation Date date of the relevant Letter demand or, in the case of Credita Swingline Lender, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Company or the Borrower proportion which requested the participation in the relevant Letter Swingline Loans (if any) bear to all the relevant Swingline Loans outstanding on the date of demand. However, if there are no such Loans outstanding on the date of demand, then the proportion will be the proportion which its Revolving Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes Commitment or relevant Swingline Commitment bears to the Issuing Bank under this Clause 7.3 Total Revolving Credit Commitments, the Total U.S.$ Swingline Commitments, or Total SEK Swingline Commitments (Indemnitiesas applicable) in respect at the date of such Letter of Credit.
demand or, if the Total Revolving Credit Commitments, the Total U.S.$ Swingline Commitments, or Total SEK Swingline Commitments (fas applicable) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend have then been cancelled, bore to the ultimate balance of all sums payable by Total Revolving Credit Commitments, the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted toTotal U.S.$ Swingline Commitments, or composition with, any person;
Total SEK Swingline Commitments (iias applicable) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsimmediately before being cancelled.
Appears in 1 contract
Sources: Facilities Agreement (Autoliv Inc)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any reasonably documented cost, loss or liability incurred by that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit requested by that Borrower.
(unless b) Unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 7.5 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Each Bond Borrower must shall immediately on demand indemnify the Issuing relevant Fronting Bank against any cost, loss or liability incurred by that Issuing Fronting Bank in acting as an Issuing Bank under any Letter (otherwise than by reason of Creditthat Fronting Bank’s breach of this Agreement, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct misconduct) as a direct consequence of, or in the performance of its obligations or the Issuing Bankexercise of its rights under, any Bond requested by that Bond Borrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits Bond Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
demand (ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior such demand to the date falling four be made no earlier than seven Business Days after following a demand on the date of demand from the Issuing Bank, Bond Borrower under Clause 7.3(a)) indemnify the Issuing relevant Fronting Bank against its share of any cost, loss or liability incurred by that Issuing Fronting Bank (except to the extent otherwise than by reason of that the loss or liability is directly caused by the Fronting Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an Issuing the relevant Fronting Bank under any Letter of Credit Bond (unless the Issuing that Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (bClause 7.3(b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (bClause 7.3(b) and will shall instead be deemed to have taken, on the date the Letter of Credit Bond is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit Bond is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Bond in an amount equal to its share Bond Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditBond. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Facilities Agent, that Revolving Facility Lender must shall pay to the Facility Facilities Agent (for the account of the relevant Issuing Fronting Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Bond Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (bClause 7.3(b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) above will be its Pro Rata Share on the Utilisation Date of the The relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Company or the Bond Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing relevant Fronting Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Creditthat Bond.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of CreditBond, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bond or other person;
(ii) any 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 person;
(iv) 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;
(viv) 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 Bond or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bond or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bond or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Facilities Agreement (Carnival PLC)
Indemnities. (a) The Company or the relevant Notwithstanding Clause 5.5 (Issuing Bank Utilisation Mechanics), each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank in acting as an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits LC Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share LC Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct LC Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 5C (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors each Lender and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, Credit regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
(g) The obligation of each Lender under this clause shall be in addition to and independent 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, powers or remedies conferred upon them in respect of any Lender under this Clause or by law:
(iii) to take any action or obtain judgment in any court against any Borrower;
(iv) to make or file any claim or proof in a winding-up or dissolution of any Borrower; or
Appears in 1 contract
Indemnities. (a) The Company or the relevant Borrower must MCL shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankPerformance Bond.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits Bond Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Performance Bond (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance DocumentMCL).
(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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit Performance Bond is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit Performance Bond is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Performance Bond in an amount equal to its share Bond Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditPerformance Bond. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Bond Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must MCL shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 19.5 (Indemnities) in respect of such Letter of Credita Performance Bond.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 19 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditPerformance Bond, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) 19 will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 19, would reduce, release or prejudice any of its obligations under this Clause 7.3 19 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition withwith MCL, any beneficiary under a Performance Bond or any other person;
(ii) any the release of MCL or any other person under the terms of any composition or arrangementarrangement 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 ofof MCL, any person;
(iv) 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 full value of any security;
(viv) 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 Performance Bond or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Performance Bond or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Performance Bond or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (aA) The Company or the relevant Borrower must shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by that such LC Issuing Bank (otherwise than by reason of such LC Issuing Bank’s gross negligence or wilful misconduct) in acting as an LC Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(bB) Without limiting the Obligors’ liability under the Finance Documents, subject Each Senior Lender shall (according to paragraph (cits LC Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
demand by the Senior Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against its share of any cost, loss or liability incurred by that the LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eC) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Senior Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.3 clause 8.4 (Indemnities). In the absence of reimbursement of the LC Issuing Bank or Senior Lenders by the Borrower pursuant to this clause 8.4 within 5 Business Days of demand (the “LC Payment Date”), 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 this Clause 8.4(c) and-deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Senior Facility Agent on behalf of the Senior Lenders) in respect satisfaction of such Letter the obligations of Creditthe Borrower in accordance with this clause 8.4 to reimburse the LC Issuing Bank or Senior Lenders for the amount of the outstanding payment.
(fD) The obligations of each Senior Lender and the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Senior Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gE) The obligations of the Obligors and each Revolving Facility a Senior Lender or a Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Fronting Bank against any cost, loss or liability incurred by that Issuing the Fronting Bank (otherwise than by reason of the Fronting Bank’s gross negligence or wilful misconduct, as determined by a court of competent jurisdiction in a final non‑appealable judgment) in acting as an Issuing the Fronting Bank under any Letter of Credit, except to the extent Credit requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct Borrower (including for and on behalf of a Subsidiary of the Issuing BankParent) (including, without limitation, as a result of the relevant Borrower’s failure to provide cash collateral or a counter‑indemnity, as required pursuant to paragraph (d) of Clause 6.5 (Term of Facility B Letters of Credit)).
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits L/C Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Fronting Bank against its share of any cost, loss or liability incurred by that Issuing the Fronting Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Fronting Bank’s gross negligence or wilful misconduct misconduct, as determined by a court of the Issuing Bankcompetent jurisdiction in a final non‑appealable judgment) in acting as an Issuing the Fronting Bank under any Letter of Credit (unless the Issuing Fronting Bank has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued The Borrower which requested (or if later, on behalf of which the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankParent requested) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, (including for and on receipt behalf of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account Subsidiary of the relevant Issuing BankParent) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Fronting Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of Credit.
(fd) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part. For the avoidance of doubt, the Borrower which requested (or on behalf of which the Parent requested) a Letter of Credit shall remain primarily liable for the Letter of Credit irrespective of whether such Letter of Credit is issued for and on behalf of a Subsidiary of the Parent.
(gc) The obligations Share Buyback Consent, by amending Clause 27.20 (Dividends and Share Redemption) of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known Agreement to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any person under add the terms of any composition or arrangement;
exception highlighted as new clause (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 person;
of paragraph (ivb) 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;
(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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.thereof:
Appears in 1 contract
Sources: Revolving Facility Agreement (Expro Group Holdings N.V.)
Indemnities. Each of the Lenders severally undertakes to keep the Fronting Banks indemnified as follows:
(a) The Company or Each Lender irrevocably and unconditionally undertakes to pay to the relevant Borrower must immediately Agent for the account of each Fronting Bank, on demand indemnify made by such Fronting Bank through the Issuing Agent:
(i) such Lender's Revolving Credit Commitment Percentage of each amount which is expressed to be payable by any of the Borrowers to or for the account of such Fronting Bank by way of the payment, repayment or prepayment of any International Facility Loan and which the 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 loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrowers or any other person before making demand on such Lender hereunder.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender irrevocably and unconditionally undertakes to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior pay to the date falling four Business Days 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 demand from the Issuing such payment of any outstanding International Facility Loan made by such Fronting Bank, indemnify the Issuing Bank against its share of and any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct such payment shall be in satisfaction pro tanto of the Issuing Bankundertakings of such Lender contained in clause (a) in acting as an Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)above.
(c) If any Revolving Facility a Lender is not permitted (by its constitutional documents or any applicable law) fails to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, make payment on the due date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share therefor of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand amount due from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (it for the account of the relevant Issuing Banka Fronting Bank pursuant to clauses (a) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
above (da "relevant amount") A Revolving Facility Lender’s share of the liability or loss referred then (i) such Lender shall be deemed to in paragraphs (b) be Delinquent Lender pursuant to Section 16.5.3, and (cii) above will be its Pro Rata Share on the Utilisation Date until such Fronting Bank has received payment of the relevant Letter amount in full (and without prejudice to any other rights or remedies of Credit, adjusted to reflect any subsequent assignment the Agent or transfer under this Agreement.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing such Fronting Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(ffailure) The obligations such Fronting Bank shall be entitled to receive any interest which such Delinquent Lender would otherwise have been entitled to receive in respect of the Obligors Loan in respect of which the relevant amount is payable and each Revolving Facility (iii) such Delinquent Lender shall have no right to vote as a Lender hereunder or under any of the other Loan Documents, and, for so long as such Lender remains a Delinquent Lender under this Clause 7.3 (Indemnities) are continuing obligations Section 6.12.2, the determination of the Majority Lenders shall for all purposes of this Credit Agreement and will extend the other Loan Documents be made without regard to the ultimate balance interest of all sums payable by the Obligors or that Revolving Facility such Delinquent Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Loans to the extent of any person;
(vi) any amendment of a Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingssuch participation.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Borrower must immediately Account Party irrevocably and unconditionally agrees to indemnify each Issuing Lender on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, all losses (except to the extent that the loss or liability is any such losses are directly caused by incurred as a result of the gross negligence or wilful misconduct default of the Issuing BankLender) which may be suffered or incurred by that Issuing Lender under any Bank Guarantee.
(b) Without limiting prejudice to the Obligors’ liability Account Party's obligations under the Finance Documents, subject to paragraph (c) belowclause 7.4(a), each Revolving Facility Lender must:
(i) in respect irrevocably, unconditionally and severally agrees to pay to each Issuing Lender on demand an amount equal to its relevant proportion of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after amount which that Issuing Lender has paid under the date of demand relevant Bank Guarantee less the amount recovered from the Issuing Bank, indemnify the Issuing Bank against relevant Account Party under clause 7.4(a). No Revolving Lender is liable under this clause 7.4(b) for an amount greater than its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct relevant proportion of the Issuing Bank) in acting as an Issuing Contingent Liability under the relevant Bank under any Letter of Credit Guarantee (unless the relevant Revolving Lender fails to pay the relevant Issuing Bank has been reimbursed by an Obligor pursuant to Lender on demand, in which event it will compensate that Issuing Lender for all losses it suffers as a Finance Documentresult of that failure).
(c) If any For the purpose of clause 7.4(b), the "relevant proportion" in relation to a Revolving Facility Lender is not permitted (by means the proportion which its constitutional documents or any applicable law) Revolving Commitment bears to comply with paragraph (b) above, then that the aggregate of the Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on Commitments of the Lenders as at the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility Issuing 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) abovedemands payment.
(d) A The Account Party irrevocably and unconditionally agrees to pay to each Revolving Facility Lender’s share of the liability or loss referred Lender on demand an amount equal to in paragraphs (ball payments by that Revolving Lender under clause 7.4(b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or indemnify that Revolving Facility Lender against all other losses which may be suffered or incurred by that Revolving Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnitiesclause 7.4(b) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 than as a result of a Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsfailure by that Lender to pay the Issuing Lender in accordance with this agreement.
Appears in 1 contract
Sources: Credit Agreement (Fimep Sa)
Indemnities. (a) The Company or the relevant Borrower must Borrowers shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused Bank Guarantee requested by the gross negligence or wilful misconduct of the Issuing Banka Borrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Each Guarantee Facility Lender must:
shall (iaccording to its Proportion) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Guarantee Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveClause 7.3(b), then that Revolving Facility Lender will not be obliged to comply with paragraph (bClause 7.3(b) and will shall instead be deemed to have taken, on the date the Letter of Credit Bank Guarantee is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit Bank Guarantee is transferred or assigned to the Revolving Guarantee Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Bank Guarantee in an amount equal to its share Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Guarantee Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must Borrowers shall immediately on demand reimburse any Revolving Guarantee Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Creditthat Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Guarantee Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Guarantee Facility Lender under or in connection with respect of any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving any Guarantee Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of any member of the Group or any other person;
(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 person;
(iv) Obligor, any non-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;
(viv) 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 Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bank Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bank Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) 7.3.1 The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of CreditBank 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, except to the extent that the loss or liability is directly caused incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Termination Date under or in connection with a Surviving Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankGuarantee) in acting as an the Issuing Bank under any Letter of Credit Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) 7.3.3 If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) clause 7.3.2 above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) clause 7.3.2 above and will shall instead be deemed take all steps required to have takenensure that, on the date the Letter of Credit Bank Guarantee is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit Bank Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and it assumes a participation in the Letter of Credit Bank Guarantee in an amount equal to its share Guarantee Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Guarantee Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) 7.3.4 The Company or the Borrower which requested (or on behalf of which the relevant Letter of Credit must Parent requested) a Bank Guarantee shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause clause 7.3 (Indemnities) in respect of such Letter of Creditthat Bank Guarantee.
(f) 7.3.5 The obligations of the Obligors and each Revolving Facility Lender under this Clause clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(g) 7.3.6 The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause clause 7.3 (Indemnities) (whether or not known to it or any other person). This includes) including:
(ia) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or any other person;
(iib) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the ZPR Group;
(iiic) 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;
(iv) Obligor, any non-beneficiary under a Bank Guarantee or other person or any non presentation or non-non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(vd) 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 Bank Guarantee or any other person;
(vie) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bank Guarantee or any other document or security;
(viif) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bank Guarantee or any other document or security; or
(viiig) to the extent legally possible, any insolvency or similar proceedings.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Agreement (Mercer International Inc)
Indemnities. (a) The Company Borrower which has requested the Bank Guarantee shall within five Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct in acting as the Issuing Bank under the Bank Guarantee).
(b) Each Lender shall (according to its Bank Guarantee Proportion) immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit the Bank Guarantee (unless the Issuing Bank has already been reimbursed in full by an Obligor a Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on The Borrower which has requested the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Guarantee shall within five Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 paragraph (Indemnitiesb) in respect of such Letter of Creditthat Bank Guarantee.
(fd) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 7 are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender in respect of the Obligors or that Revolving Facility Lender under or in connection with any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(ge) The obligations of the Obligors and each Revolving Facility any Lender or any Borrower under this Clause 7.3 (Indemnities) 7 will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7, would reduce, release or prejudice any of its obligations under this Clause 7.3 7 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, a Borrower, any beneficiary under the Bank Guarantee or any other person;
(ii) any the release of any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) Borrower, any beneficiary under the 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;
(viv) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Borrower or any beneficiary under the Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit the Bank Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit the Bank Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) 11.1 The Company T2CB shall indemnify and save harmless the T2IB with respect to any loss, liability, damages, costs or expenses which the relevant Borrower must immediately on demand T2IB may incur arising out of errors or omissions committed by the T2CB in carrying out instructions given to it by the T2IB.
11.2 The T2CB shall indemnify the Issuing Bank against any and save harmless each Client, except where such loss or damage is as a result of the negligence of the T2IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by that Issuing Bank in acting as an Issuing Bank under such Client resulting from any Letter of Credit, except to errors or negligence on the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct part of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation T2CB in the Letter performance of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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 obligations under this Agreement.
(e) 11.3 The Company T2IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T2IB and not the T2CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.6, the Borrower which requested T2IB will, upon notice from the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes T2CB, pay to the Issuing Bank under this Clause 7.3 T2CB an amount, up to the amount of excess Risk Adjusted Capital of the T2IB as determined by the T2IB on its most recent Form 1 (Indemnities) in respect of such Letter of Credit.
(f) The the "Indemnity Amount"), required to satisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend T2IB to the ultimate balance of all sums payable by T2CB, then the Obligors or T2IB acknowledges that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations its obligation to deliver further Indemnity Amounts continues until such time as the T2IB has delivered such further Indemnity Amounts to the T2CB as are required to satisfy said obligation. Without limiting the generality of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any actforegoing, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (whether or not known to it or any other person). This includesthe T2IB:
(ia) agrees to indemnify and save harmless the T2CB from any time loss, liability, damages, costs or waiver granted toexpenses which the T2CB may suffer or incur by reason of the failure of the T2IB or any of the Clients to make any payment of money or delivery of securities to the T2CB as and when required by it including, or composition withwithout limitation, any person;payment of all commissions, margin and interest charges on late payments charged by the T2CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the T2CB from any release loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any person under the terms of any composition act 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 person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise act on the full value part of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change the T2CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of any person;
(vi) any amendment the negligence of a Finance Document, any Letter the T2CB. 12 Fees The T2IB shall remunerate the T2CB for its Services hereunder in accordance with the rates set out at Schedule "E". The fees so set out may be amended by mutual written consent during the term of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsthis Agreement.
Appears in 1 contract
Indemnities. (a) The Company or Borrower shall indemnify and save harmless the relevant Borrower must immediately on demand indemnify the Issuing Bank against Administrative Agent and each Lender from all claims, demands, liabilities, damages, losses, costs, charges and expenses, (including any loss or liability 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 Issuing Bank it desires to obtain such Accommodation;
(iv) default by the Borrower in acting as an Issuing Bank 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 Letter 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 Credit, 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 that the loss or liability is directly caused determined by a court of competent jurisdiction to be attributable to the gross negligence or wilful misconduct of the Issuing BankAdministrative 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) Without limiting The Borrower shall indemnify and save harmless the Obligors’ liability under the Finance DocumentsAdministrative Agent and each Lender and their agents, subject to paragraph representatives and assigns from all claims, demands, liabilities, damages, losses (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of including any loss of value of the property of the Borrower or liability 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 that Issuing Bank the Administrative Agent or such Lender (except to the extent that the loss or liability is directly caused determined by a court of competent jurisdiction to be attributable to the gross negligence or wilful misconduct of the Issuing BankAdministrative 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) in acting as an Issuing Bank 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 Letter of Credit 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 Issuing Bank has been reimbursed by an Obligor pursuant control of a Lender due to its relationship with a Finance Documentthird party)., including any loss of value of the property of the Borrower or any of its Subsidiaries;
(cii) If any Revolving Facility Lender is not permitted (by its constitutional documents the Release of a Contaminant owned by, or under the charge, management or control of, the Borrower or any applicable lawof 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 comply with paragraph any Environmental Activity of the Borrower or any of its Subsidiaries; and/or
(bv) aboveany 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 have agreed to make the Credit available in reliance on the Borrower's representations, then that Revolving Facility Lender warranties and covenants, including the delivery of this indemnity. This indemnity supersedes any other provisions of this Agreement or any other Credit Document which in any way limits the liability of the Borrower. The obligations of the Borrower arising under this indemnity will be absolute and unconditional and shall not be obliged to comply with paragraph (b) and will instead be deemed to have takenaffected by any act, on omission, or circumstances whatsoever, whether or not occasioned by the date fault of the Letter of Credit is issued (Administrative Agent, or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (Lenders except to the extent that the loss or liability is directly caused determined by a court of competent jurisdiction to be attributable to the gross negligence or wilful misconduct of the Issuing Bank) Administrative Agent or the Lenders. The foregoing indemnities will survive the transfer of any or all right, title and interest in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior and to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account real and personal property of the relevant Issuing Bank) an amount equal Credit Parties and their respective Subsidiaries to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of CreditPerson, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it affiliated with the Credit Parties and their respective Subsidiaries. No discharge or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any person under Guarantee provided by the terms Borrower upon payment of all outstanding Accommodation and termination of the Credit shall include a discharge or release of any composition or arrangement;
(iii) environmental indemnity granted in favour of 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;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise Administrative Agent and/or the 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsLenders.
Appears in 1 contract
Sources: Loan Agreement (MDS Inc)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits L/C Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 7.5 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Second Supplemental Facility Agreement (Paradigm Ltd.)
Indemnities. (a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing 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 incurred by which the Fronting Bank or the Agent or that Issuing Bank incurs under or in acting as an Issuing Bank under connection with any Letter of CreditCredit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Fronting Bank or the Agent or that Bank.
(bi) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) belowFor a Fronted LC, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, Bank must immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Fronting Bank against its share of any loss or liability incurred which the Fronting Bank incurs under or in connection with any Letter of Credit issued by that Issuing Bank (it and 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 Issuing Fronting Bank.
(ii) in acting For a Syndicate LC, each Bank (on whose behalf the Syndicate LC was issued) shall pay to the Agent on such date as an Issuing Bank under 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 Issuing Bank Company has been reimbursed by an Obligor pursuant to complied with Clause 7.5(b) (Claims under a Finance DocumentLetter of Credit).
(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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing A Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs paragraph (b) and (c) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of CreditCredit on its Utilisation Date, adjusted to reflect any subsequent assignment or transfer under this AgreementAgreement in accordance with Clause 7.3 (Assignments and transfers).
(ed) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender Bank for any payment it makes to the Issuing Fronting Bank or to a beneficiary of a Letter of Credit under this Clause 7.3 (Indemnities) in respect of such Letter of CreditClause.
(fe) The obligations of the Obligors Company and each Revolving Facility Lender any Bank under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors Company or that Revolving Facility Lender relevant Bank under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors Company and each Revolving Facility Lender any Bank under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit Document or any other document or security;
(vii) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Document or any other document or security; or
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Multicurrency Revolving Credit Facility Agreement (Scottish Power PLC)
Indemnities. (a) The Company 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 relevant Borrower must 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 Issuing relevant Fronting Bank against any cost, loss or liability incurred by that Issuing Fronting Bank (otherwise than by reason of that Fronting Bank’s gross negligence or wilful misconduct) in acting as an Issuing the Fronting Bank under any Letter of Credit, except to including, without limitation, any amount paid by that Fronting Bank under that Letter of Credit, whether or not demand has been made on the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) Borrower in respect of a Letter of Credit denominated that amount (in US Dollareach case, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit (unless the Issuing Fronting Bank has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) above and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or or, if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Fronting Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must immediately on shall within three Business Days of demand by the Agent reimburse any Revolving Facility Lender for any payment it makes to the Issuing a Fronting Bank under this Clause 7.3 (Indemnities) clause 13.5 in respect of such that Letter of CreditCredit (and, if such reimbursement occurs after the date upon which that Lender has made such payment to that Fronting Bank, that Borrower shall also pay that Lender interest for the period between payment by the Lender and reimbursement by the Borrower, at 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).
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) clause 13 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) clause 13 will not be affected by any act, omission omission, matter or thing which, but for this provisionclause 13, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause 13 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of 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 Security over assets of, any person;
(iv) 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 full value of any securitySecurity;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or securitySecurity;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or securitySecurity; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) 7.3.1 The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of CreditBank 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, except to the extent that the loss or liability is directly caused incurred by the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Termination Date under or in connection with a Surviving Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankGuarantee) in acting as an the Issuing Bank under any Letter of Credit Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) 7.3.3 If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) clause 7.3.2 above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) clause 7.3.2 above and will shall instead be deemed take all steps required to have takenensure that, on the date the Letter of Credit Bank Guarantee is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit Bank Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and it assumes a participation in the Letter of Credit Bank Guarantee in an amount equal to its share Guarantee Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Guarantee Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) 7.3.4 The Company or the Borrower which requested (or on behalf of which the relevant Letter of Credit must Parent requested) a Bank Guarantee shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause clause 7.3 (Indemnities) in respect of such Letter of Creditthat Bank Guarantee.
(f) 7.3.5 The obligations of the Obligors and each Revolving Facility Lender under this Clause clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(g) 7.3.6 The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause clause 7.3 (Indemnities) (whether or not known to it or any other person). This includes) including:
(ia) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or any other person;
(iib) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the ZPR Group;
(iiic) 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;
(iv) Obligor, any non-beneficiary under a Bank Guarantee or other person or any non presentation or non-non observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
(vd) 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 Bank Guarantee or any other person;
(vie) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bank Guarantee or any other document or security;
(viif) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bank Guarantee or any other document or security; or
(viiig) to the extent legally possible, any insolvency or similar proceedings.
Appears in 1 contract
Sources: Revolving Credit Facility Agreement (Mercer International Inc.)
Indemnities. (a) The Company or the relevant A Borrower must immediately promptly on demand indemnify the Issuing Bank against any loss or liability incurred by that which the Issuing Bank incurs under or in acting as an Issuing Bank under connection with any Letter of CreditCredit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately must promptly on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that which the Issuing Bank (incurs under or in connection with any Letter of Credit and which at the date of demand has not been paid for by an Obligor, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of, or breach of the terms of this Agreement by, the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs paragraph (b) and (c) above will be its Pro Rata Share share of such Letter of Credit on the Utilisation Date (as determined in accordance with paragraph (b) of the relevant Clause 6.3 (Issue of Letter of Credit)) for that Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreementin accordance with Clause 27.13 (Assignments and transfers – Issuing Bank).
(ed) The Company or the relevant Borrower which requested the relevant Letter of Credit must immediately promptly on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect 7.5, except to the extent arising out of the negligence or wilful misconduct of, or breach of the terms of this Agreement by, such Letter of CreditLender.
(fe) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 7.5 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Borrower or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 7.5 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 7.3 (Indemnities) 7.5 (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Senior Finance Document, any Letter of Credit Document or any other document or security;; or
(vii) any unenforceability, illegality or invalidity of any obligation of any person under any Senior Finance Document, any Letter of Credit Document or any other document or security; or
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Senior Facilities Agreement (Nordic Telephone CO ApS)
Indemnities. (a) The Company 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 the relevant Borrower must 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 Issuing Alternative L/C Fronting Bank against any incremental cost, and any loss or liability incurred by that Issuing the Alternative L/C Fronting Bank in acting as an Issuing Bank under any Letter (otherwise than by reason of Credit, except to the extent that the loss or liability is directly caused by the Alternative L/C Fronting Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share wilful breach of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankFinance Document) in acting as an Issuing the Alternative L/C Fronting Bank under any Letter of Credit Alternative L/C Utilisation (unless the Issuing Alternative L/C Fronting Bank has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Letter of Credit must Company requested) an Alternative L/C Utilisation shall immediately on demand reimburse any Revolving Facility Fronted Alternative L/C Lender for any payment it makes to the Issuing Alternative L/C Fronting Bank under this Clause 7.3 9.3 (Indemnities) in respect of such Letter of Creditthat Alternative L/C Utilisation.
(fd) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) 9.3 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Fronted Alternative L/C Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of CreditAlternative L/C Utilisation, regardless of any intermediate payment or discharge in whole or in part.
(ge) The obligations of the Obligors and each Revolving Facility any Fronted Alternative L/C Lender or Borrower under this Clause 7.3 (Indemnities) 9.3 will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 9.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 9.3, (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under an Alternative Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the Restricted 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 person;
(iv) 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 full value of any security;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Alternative Letter of Credit or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Alternative Letter of Credit or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Revolving Facilities Agreement (Manchester United Ltd.)
Indemnities. In addition to the Loan Prepayment Fee, the Borrowers hereby indemnify each of the Lenders against any loss, cost or expense (including any loss, cost or expense arising from the liquidation or reemployment of funds or from any fees payable) which may arise, be attributable to or result due to or as a consequence of (a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused failure by the gross negligence Borrowers to make any payment when due of any amount due hereunder in connection with an RFR Loan or wilful misconduct of the Issuing Bank.
a Eurocurrency Rate Loan, (b) Without limiting any failure of the Obligors’ liability under the Finance DocumentsBorrowers to borrow or continue an RFR Loan or a Eurocurrency Rate Loan or convert to an RFR Loan or a Eurocurrency Rate Loan on a date specified therefor in a Notice of Borrowing or Notice of Conversion/Continuation, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct failure of the Issuing Bank) Borrowers to prepay any RFR Loan or Eurocurrency Rate Loan on a date specified therefor in acting as an Issuing Bank under any Letter Notice of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) abovePrepayment, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share any payment, prepayment or conversion of any Daily Simple RFR Loan on a date other than on the Interest Payment Date therefor (including as a result of an Event of Default) or SOFR Rate Loan or Eurocurrency Rate Loan on a date other than the last day of the liability Interest Period therefor (including as a result of an Event of Default) or loss referred to in paragraphs (b) and (c) 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.
(e) The Company the assignment of any Daily Simple RFR Loan other than on the Interest Payment Date therefor or any Eurocurrency Rate Loan or SOFR Rate Loan other than on the Borrower which requested last day of the relevant Letter Interest Period applicable thereto. In the case of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to a Eurocurrency Rate Loan, the Issuing Bank under this Clause 7.3 (Indemnities) in respect amount of such Letter of Credit.
(f) The obligations loss or expense shall be determined, in the applicable Lender’s sole discretion, based upon the assumption that such Lender funded its Commitment Percentage of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to Eurocurrency Rate Loans in the ultimate balance of all sums payable by the Obligors London or that Revolving Facility Lender under or in connection with any Letter of Creditother applicable offshore interbank market for such Currency, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known such Eurocurrency Rate Loan was in fact so funded, and using any reasonable attribution or averaging methods which such Lender deems appropriate and practical. A certificate of such Lender setting forth the basis for determining such amount or amounts necessary to it or any other person)compensate such Lender shall be forwarded to the Borrowers through the Administrative Agent and shall be conclusively presumed to be correct save for manifest error. This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.NAI-1513461614v2
Appears in 1 contract
Indemnities. (aA) The Company or the relevant Borrower must shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by that 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, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(bB) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender (other than IFC) shall (according to paragraph (cits LC Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
demand by the Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against its share of any cost, loss or liability incurred by that the LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eC) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.3 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of such Letter 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 Creditreimbursement of the LC Issuing Bank or Lenders by the Borrower pursuant to this clause 8.4 (Indemnities) within 5 Business Days of demand (the “LC Payment Date”), 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 this clause 8.4(C) and deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the 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 the amount of the outstanding payment.
(fD) The obligations of each Lender and the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gE) The obligations of the Obligors and each Revolving Facility a Lender or a Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Relevant Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits L/C Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Company requested) a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) 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 Company has agreed to such amendment) or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Senior Facilities Agreement (Anheuser-Busch InBev S.A.)
Indemnities. (a) The Company Each Borrower shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must 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 that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share wilful breach of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankFinance Document) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility AgentAgent pursuant to paragraph (b) above, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Company requested) a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) 8.3 in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) 8.3 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) 8.3 will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 8.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the Restricted 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Revolving Facilities Agreement (Manchester United Ltd.)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank 's gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance DocumentsEach Original Revolving Facility Lender, subject to paragraph (c) below, each Additional Revolving Facility Lender must:
and Refinancing Revolving Facility Lender (ias applicable) in respect of a Letter of Credit denominated in US Dollar, shall (according to its L/C Proportion) immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the relevant Issuing Bank against its share of any cost, loss or liability incurred by that Issuing Bank (except to the extent otherwise than by reason of that the loss or liability is directly caused by the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Obligors’ Agent requested) a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(f) If a Borrower has provided cash cover in respect of a Lender's participation in a Letter of Credit, the Issuing Bank shall seek reimbursement from that cash cover before making a demand of 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 obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)
Indemnities. 6.10.1 Save to the extent that any Loan is made pursuant to Clause 6.9 (aLoans to cover demands) The Company or the relevant in respect of any claim, each Borrower must shall immediately on demand indemnify the Issuing Fronting Bank against payment made, or any cost, loss or liability incurred incurred, by that Issuing the Fronting Bank (otherwise than by reason of the Fronting Bank’s gross negligence or wilful misconduct) in acting as an Issuing the Fronting Bank under any Letter of Credit, except 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 is directly caused incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an Issuing the Fronting Bank under any Letter of Credit (unless save to the Issuing extent that the Fronting Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) 6.10.3 If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveClause 6.10.2, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) Clause 6.10.2 and will shall instead be deemed to have taken, on the date first day of the Term of that Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the that Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:Letter
(i) respect of 6.10.4 The Borrower which requested a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Fronting Bank under this Clause 7.3 6.10 (Indemnities) in respect of such that Letter of Credit.
(f) 6.10.5 The obligations of the Obligors Borrowers and each Revolving Facility Lender under this Clause 7.3 6.10 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) 6.10.6 The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 6.10 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 6.10.6, would reduce, release or prejudice any of its obligations under this Clause 7.3 6.10 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(iA) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(iiB) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any other person;
(iiiC) 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;
(ivD) 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;
(vE) 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;
(viF) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viiG) 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
(viiiH) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Secured Revolving Loan and Letter of Credit Facility Agreement (Endeavour International Corp)
Indemnities. (aA) The Company or the relevant Borrower must shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by that 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) in acting as an LC Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(bB) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits LC Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
demand by the Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against its share of any cost, loss or liability incurred by that the LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eC) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.3 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to Clause 8.10 but including in respect of such Letter 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 Creditreimbursement 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”), 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 this clause 8.4(C) and deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the 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 the amount of the outstanding payment.
(fD) The obligations of each Lender and the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company Senior Borrower shall within five Business Days of written demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must 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 Senior 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 that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable lawlaw or directive) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) above and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share The Senior Borrower shall within five Business Days of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on written demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of any Lender or the Obligors and each Revolving Facility Lender Senior Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Senior Facilities Agreement (Central European Distribution Corp)
Indemnities. (a) The Company or the relevant Borrower must immediately on demand Each Exchanging Stockholder, severally but not jointly, hereby agrees to indemnify the Issuing Bank and hold harmless Acquirer from and against any loss and all damages, claims, losses or liability incurred expenses (including reasonable attorneys' fees and expenses) ("Damages") actually suffered or paid by that Issuing Bank Acquirer or WinWin as a result of the breach of any representation or warranty made by such Exchanging Stockholder in acting as an Issuing Bank under any Letter of Credit, except to this Agreement. To the extent that the loss or liability is directly caused Exchanging Stockholder's undertakings set forth in this Section 7.2(a) may be unenforceable, the Exchanging Stockholders shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the gross negligence parties entitled to indemnification hereunder. WinWin hereby agrees to indemnify and hold harmless Acquirer and the WinWin Stockholders from and against any and all damages, claims, losses or wilful misconduct expenses (including reasonable attorneys' fees and expenses) ("Damages") actually suffered or paid by Acquirer or the WinWin Stockholders as a result of the Issuing Bankbreach of any representation or warranty made by WinWin in this Agreement.
(b) Without limiting Acquirer and WinWin hereby agree to indemnify and hold harmless the Obligors’ liability under Exchanging Stockholders against Damages actually suffered or paid by the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect Exchanging Stockholders as a result of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share breach of any loss representation or liability incurred warranty made by that Issuing Bank (except to the Acquirer in this Agreement. To the extent that the loss or liability is directly caused Acquirer's undertakings set forth in this Section 7.2(b) may be unenforceable, the Acquirer and WinWin shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant parties entitled to a Finance Document)indemnification hereunder.
(c) If Any party seeking indemnification under this Article VII (an "Indemnified Party") shall give each party from whom indemnification is being sought (each, an "Indemnifying Party") notice of any Revolving Facility Lender matter for which such Indemnified Party is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveseeking indemnification, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) stating the amount of the Damages, if known, and will instead be deemed to have takenmethod of computation thereof, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned and containing a reference to the Revolving Facility Lender in accordance with the terms provisions of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) Agreement in respect of which such Letter right of Credit.
(f) indemnification is claimed or arises. The obligations of the Obligors and each Revolving Facility Lender an Indemnifying Party under this Clause 7.3 (Indemnities) Article VII with respect to Damages arising from any claims of any third party which are continuing obligations and will extend subject to the ultimate balance indemnification provided for in this Article VII (collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of all sums payable any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Obligors or Indemnified Party of such notice; PROVIDED, HOWEVER, that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will failure to provide such timely notice shall not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice the Indemnifying Party from any of its obligations under this Clause 7.3 Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; PROVIDED, HOWEVER, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party (Indemnitiesupon advice of counsel) (whether for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or not known under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to it the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or any other person)under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. This includes:
The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any time Third Party Claim or waiver granted to, consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or composition with, any person;
plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any release Third Party Claim in any manner that may adversely affect the Indemnified Party. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 7.2(c) shall be settled by the Indemnified Party without the written consent of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsIndemnifying Party.
Appears in 1 contract
Indemnities. (aI) The Company or the relevant Original Borrower must shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by that 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, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(bJ) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits LC Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
demand by the Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against its share of any cost, loss or liability incurred by that such LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit (unless the that LC Issuing Bank has been reimbursed by an Obligor the Original Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eK) The Company or the Original Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.3 clause 8.4 (Indemnities) (other than any Cash Deposit made pursuant to clause 8.10 (Cash collateralisation) but including in respect of such Letter 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 Creditreimbursement 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 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 this clause 8.4(C) and deemed to be made to the Original Borrower shall be paid to an LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the 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 the amount of the outstanding payment.
(fL) The obligations of each Lender and the Obligors and each Revolving Facility Lender Original Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Original Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gM) The obligations of a Lender or the Obligors and each Revolving Facility Lender Original Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Loan Agreement (Kosmos Energy Ltd.)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above), then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will 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 Revolving Facility Lender’s participation in the Letter of Credit or Bank Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit or Bank Guarantee in an amount equal to its share Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on or Bank Guarantee. On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must or Bank Guarantee shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) 7.8 in respect of such that Letter of CreditCredit or Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditCredit or Bank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or Bank Guarantee or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of 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 person;
(iv) 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 full value of any security;
(viv) 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 Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or Bank Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Credit, any Bank Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Obligation requested by that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits Obligation Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Obligation (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with give the indemnity in paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit Obligation is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit Obligation is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Obligation in an amount equal to its share Obligation Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditObligation. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Obligation Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must an Obligation shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Creditthat Obligation.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditObligation, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors each Lender and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under an Obligation or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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 full value of any security;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Obligation or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Obligation or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Senior Subscription Agreement (TPG Advisors IV, Inc.)
Indemnities. (a) 7.1 The Company or indemnities in this Clause 7 are subject to Completion taking place but are without prejudice to the relevant Borrower must immediately on demand indemnify provisions of Clause 8.
7.2 Each indemnity in this Clause 7 shall be construed as being a separate set of indemnities in respect of each Farmed Interest between the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to Farmor and Farminee.
7.3 To the extent that the loss or liability is directly caused any costs, charges, expenses, liabilities and obligations relating to a Farmed Interest (together “Obligations”) are properly incurred by the gross negligence or wilful misconduct Farmor and Accrue in respect of any period after the Issuing Bank.
(b) Without limiting Effective Date each respective Farminee shall reimburse and indemnify the Obligors’ liability under Farmor against any of such Obligations which are borne by the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender mustFarmor; provided that:
7.3.1. the Farminee shall not be liable to indemnify the Farmor where the relevant Obligation relates to the same subject matter in respect of which the Farmor has reasonably been demonstrated by the Farminee to be in breach of any warranty, representation or undertaking contained in Clause 8.1 or Part A of Schedule 1;
7.3.2. where the Farmor shall have a right of recourse against or a right to be reimbursed by any third party (iincluding any relevant insurer) in respect of a Letter any Obligations then the Farmor shall use all reasonable endeavours to make available to the Farminee the benefits of Credit denominated in US Dollar, immediately on demandsuch rights or any recoveries made pursuant thereto; and
(ii) 7.3.3. the Farminee shall not be liable to indemnify the Farmor for any relevant Obligation, charge, expense, liability or obligation which was incurred by the Farmor in circumstances where the Farmor has reasonably been demonstrated by the Farminee to be in breach of its obligations to the Farminee pursuant to Clause 4.2 unless the Farmor has subsequently remedied such breach and/or Farminee has suffered no material disadvantage thereby.
7.4 To the extent that a Farminee properly incurs or settles any such Obligations which Accrued in respect of a Letter of Credit denominated in an Optional Currency, on or any period prior to the date falling four Business Days after Effective Date the date of demand from the Issuing Bank, Farmor shall reimburse and indemnify the Issuing Bank Farminee against its share any such Obligations which are borne by the Farminee, provided that:
7.4.1. it is not an expense for which the Farminee is properly liable pursuant to Clause 4; and further that
7.4.2. it is specifically agreed between the Parties that all the obligations in respect of any loss environmental, site restoration and abandonment arising out of operations on the Licence whether prior to or liability incurred after Completion shall be borne by that Issuing Bank (except the Parties pro rata to their Percentage Interests.
7.5 To the extent that the loss any income, receipts, rebates or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant other benefits relating to a Finance Document).
Farmed Interest (ctogether “Benefits”) If any Revolving Facility Lender is not permitted (are received by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned credited to the Revolving Facility Lender Farmor in accordance with respect of any period after the terms of this Agreement)Effective Date in respect thereof, an undivided interest and participation in the Letter of Credit in Farmor shall, except as otherwise provided herein, pay to the Farminee an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to such Benefits.
7.6 To the extent that the loss any such Benefits are received by or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of credited to a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 person;
(iv) any non-presentation or non-observance of any formality or other requirement Farminee in respect of any instrument or period prior to the Effective Date in respect thereof the Farminee shall, except as otherwise provided herein, reimburse the Farmor for any failure to realise the 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingssuch Benefits.
Appears in 1 contract
Indemnities. (aA) The Company or the relevant Borrower must shall immediately on demand indemnify the each LC Issuing Bank against any cost, loss or liability incurred by that 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 16.10) in acting as an LC Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(bB) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender (other than IFC) shall (according to paragraph (cits LC Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
demand by the Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the relevant LC Issuing Bank), indemnify the each LC Issuing Bank against its share of any cost, loss or liability incurred by that the LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit (unless the that LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eC) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the an LC Issuing Bank under this Clause 7.3 clause 16.4 (Indemnities) (other than any Cash Deposit made pursuant to Clause 16.10 but including in respect of such Letter any amount withdrawn from the Cash Deposit and payment to any LC Issuing Bank under Clause 16.10(C) or 16.10(D)). In the absence of Creditreimbursement of the LC Issuing Bank or Lenders by the Borrower pursuant to this clause 16.4 within 5 Business Days of demand (the “LC Payment Date”), 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 this clause 16.4(C) and deemed to be made to the Borrower shall be paid to the LC Issuing Bank (or, as the case may be, the Facility Agent on behalf of the Lenders) in satisfaction of the obligations of the Borrower in accordance with this clause 16.4 to reimburse the LC Issuing Bank or Lenders for the amount of the outstanding payment.
(fD) The obligations of each Lender and the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gE) The obligations of the Obligors and each Revolving Facility a Lender or a Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Deed of Amendment and Restatement (Kosmos Energy Ltd.)
Indemnities. (a) The Company or the relevant A Borrower must immediately on demand indemnify the LC Issuing Bank against any loss or liability incurred by that which the LC Issuing Bank incurs under or in acting as an Issuing Bank under connection with any Letter of CreditCredit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the LC Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, must immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the LC Issuing Bank against its share of any loss or liability incurred by that which the LC 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 extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the LC Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility A Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s 's share of the liability or loss referred to in paragraphs sub-paragraph (b) and (c) above will be its Pro Rata Share under the Facility on the Utilisation Date of the relevant Letter of CreditDate, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(ed) The Company or the relevant Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the LC Issuing Bank under this Clause 7.3 (Indemnities) clause except to the extent that the relevant Borrower has already paid a corresponding amount in respect of such Letter of Creditthe same claim to the Facility Agent pursuant to clause 4.7.4(b).
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) 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;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;; or
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Facility Agreement (Txu Corp /Tx/)
Indemnities. (a) The Company or the relevant Each Borrower must immediately shall promptly on demand indemnify the Issuing Bank ▇▇▇▇▇ against any cost, loss or liability incurred by that 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 an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Relevant Lender must:
(i) 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 US Dollar, immediately on demand; and
(iia currency to which it is a Relevant Lender) in respect of Upon notice given by the relevant Issuing Bank to the Agent that a claim has been made under a Letter of Credit denominated in an Optional Currencyit has issued, on or prior transfer to the date falling four Agent an amount equal to its Applicable L/C Proportion in respect of such Letter of Credit within two (2) Business Days after the date Days. As guarantee of demand from the Issuing Banksuch obligation, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except with respect to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit each Relevant Lender shall issue a stand by letter of credit (unless in the usual form and terms used for such guarantees issued between such entities at the relevant time) to the relevant Issuing Bank has been reimbursed 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 an Obligor pursuant to a Finance Document).the applicable Borrower of the Available Commitment of such Relevant Lender
(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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Parent requested) a Letter of Credit must immediately shall promptly on demand reimburse any Revolving Facility Lender for any payment it makes to the an Issuing Bank under this Clause 7.3 (Indemnities) 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 CreditCredit by, such Lender.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
(g) In respect of any Letter of Credit:
(i) promptly following the issue of the Letter of Credit, the 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 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 the 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 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 written 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) 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 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 particular cases in which the parties adopt the corresponding terminology and in cases of foreign trade operations; and
(vi) if any modifications to the 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 Mexican Agent (as applicable)) any and all expenses, costs and fees reasonably incurred in connection with the issuance, notification, negotiation, confirmation and amendment in each Letter of Credit issued by an Issuing Bank.
Appears in 1 contract
Sources: Super Senior Revolving Credit Facilities Agreement (Atento S.A.)
Indemnities. (a) The Company or the relevant Borrower must immediately on demand Each Exchanging Stockholder, severally but not jointly, hereby agrees to indemnify the Issuing Bank and hold harmless Acquirer from and against any loss and all damages, claims, losses or liability incurred expenses (including reasonable attorneys' fees and expenses) ("Damages") actually suffered or paid by that Issuing Bank Acquirer or WinWin as a result of the breach of any representation or warranty made by such Exchanging Stockholder in acting as an Issuing Bank under any Letter of Credit, except to this Agreement. To the extent that the loss or liability is directly caused Exchanging Stockholder's undertakings set forth in this Section 7.2(a) may be unenforceable, the Exchanging Stockholders shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the gross negligence parties entitled to indemnification hereunder. WinWin hereby agrees to indemnify and hold harmless Acquirer and the WinWin Stockholders from and against any and all damages, claims, losses or wilful misconduct expenses (including reasonable attorneys' fees and expenses) ("Damages") actually suffered or paid by Acquirer or the WinWin Stockholders as a result of the Issuing Bankbreach of any representation or warranty made by WinWin in this Agreement.
(b) Without limiting Acquirer and WinWin hereby agree to indemnify and hold harmless the Obligors’ liability under Exchanging Stockholders against Damages actually suffered or paid by the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect Exchanging Stockholders as a result of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share breach of any loss representation or liability incurred warranty made by that Issuing Bank (except to the Acquirer in this Agreement. To the extent that the loss or liability is directly caused Acquirer's undertakings set forth in this Section 7.2(b) may be unenforceable, the Acquirer and WinWin shall contribute the maximum amount that they are permitted to contribute under applicable law to the payment and satisfaction of all Damages incurred by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant parties entitled to a Finance Document)indemnification hereunder.
(c) If Any party seeking indemnification under this Article VII (an "Indemnified Party") shall give each party from whom indemnification is being sought (each, an "Indemnifying Party") notice of any Revolving Facility Lender matter for which such Indemnified Party is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveseeking indemnification, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) stating the amount of the Damages, if known, and will instead be deemed to have takenmethod of computation thereof, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned and containing a reference to the Revolving Facility Lender in accordance with the terms provisions of this Agreement), an undivided interest and participation in the Letter of Credit in an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) Agreement in respect of which such Letter right of Credit.
(f) indemnification is claimed or arises. The obligations of the Obligors and each Revolving Facility Lender an Indemnifying Party under this Clause 7.3 (Indemnities) Article VII with respect to Damages arising from any claims of any third party which are continuing obligations and will extend subject to the ultimate balance indemnification provided for in this Article VII (collectively, "Third Party Claims") shall be governed by and contingent upon the following additional terms and conditions: if an Indemnified Party shall receive, after the Closing Date, initial notice of all sums payable any Third Party Claim, the Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within such time frame as is necessary to allow for a timely response and in any event within 30 days of the receipt by the Obligors or Indemnified Party of such notice; provided, however, that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will failure to provide such timely notice shall not be affected by any act, omission or thing which, but for this provision, would reduce, release or prejudice the Indemnifying Party from any of its obligations under this Clause 7.3 Article VII except to the extent the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within 30 days of the receipt of such notice from the Indemnified Party; provided, however, that if there exists or is reasonably likely to exist a conflict of interest that would make it inappropriate in the reasonable judgment of the Indemnified Party (Indemnitiesupon advice of counsel) (whether for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain its own counsel, at the expense of the Indemnifying Party, provided that the Indemnified Party and such counsel shall contest such Third Party Claims in good faith. In the event the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or not known under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to it the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or any other person)under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. This includes:
The Indemnifying Party shall not, without the written consent of the Indemnified Party, (i) settle or compromise any time Third Party Claim or waiver granted to, consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or composition with, any person;
plaintiff to the Indemnified Party of a written release from all liability in respect of such Third Party Claim or (ii) settle or compromise any release Third Party Claim in any manner that may adversely affect the Indemnified Party. No Third Party Claim which is being defended in good faith by the Indemnifying Party or which is being defended by the Indemnified Party as provided above in this Section 7.2(c) shall be settled by the Indemnified Party without the written consent of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsIndemnifying Party.
Appears in 1 contract
Indemnities. 6.9.1 Save to the extent that any Loan is made pursuant to Clause 6.8 (aLoans to cover demands) The Company or in respect of any claim, the relevant Borrower must shall immediately on demand indemnify the Issuing Fronting Bank against payment made, or any cost, loss or liability incurred incurred, by that Issuing the Fronting Bank (otherwise than by reason of the Fronting Bank's gross negligence or wilful misconduct) in acting as an Issuing Bank the fronting bank under any Letter of Credit, except 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 is directly caused incurred, by the Fronting Bank (otherwise than by reason of the Fronting Bank's gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an Issuing Bank the fronting bank under any Letter of Credit (unless the Issuing Fronting Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(c) 6.9.3 If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveClause 6.9.2), then that Revolving Facility Lender will not be obliged to comply with paragraph (b) Clause 6.9.2 and will shall instead be deemed to have taken, on the date first day of the Term of that Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the that Letter of Credit is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the that Letter of Credit in an amount equal to its share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On Index receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the relevant Facility Agent, that Revolving Facility Lender must shall pay to the relevant Facility Agent (for the account of the relevant Issuing Fronting Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit total amount demanded under paragraph (b) aboveClause 6.9.2.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) 6.9.4 The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Fronting Bank under this Clause 7.3 6.9 (Indemnities) in respect of such that Letter of Credit.
(f) 6.9.5 The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 6.9 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) 6.9.6 The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 6.9 (Indemnities) will not be affected by (and the intention of each Lender is that its obligation shall continue in full force and effect notwithstanding) any act, omission omission, matter or thing which, but for this provisionClause 6.9.6, would reduce, release or prejudice any of its obligations under this Clause 7.3 6.9 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(iA) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(iiB) any the release of any Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of any Obligor or any other person;
(iiiC) 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;
(iv) 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 full value of any security;
(vD) 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;
(viE) any amendment amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of a any Finance Document, any Letter of Credit or any other document or security including any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
(viiF) 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
(viiiG) any insolvency or similar proceedings.. Index
Appears in 1 contract
Sources: Senior Secured Multicurrency Credit Facility Agreement (Carrizo Oil & Gas Inc)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately (save as referred to in Clause 7.1 (Immediately payable) and paragraph (b) of Clause 7.7 (Claims under a Bank Guarantee)) on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Bank Guarantee requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, shall immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the relevant Issuing Bank against its share such Lender’s Bank Guarantee Proportion of any cost, loss or liability incurred by that such Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the gross negligence or wilful misconduct reason of the Issuing Bank’s negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit Bank Guarantee (unless the relevant Issuing Bank has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Letter of Credit must Obligors’ Agent requested) a Bank Guarantee shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) 7.8 in respect of such Letter of Creditthat Bank Guarantee.
(fd) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 7.8 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(ge) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) 7.8 will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.8, would reduce, release or prejudice any of its obligations under this Clause 7.3 7.8 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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, enforce any rights against, or security over assets of, any person;
(iv) 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;
(viv) 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 Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bank Guarantee or any other document or securitysecurity unless in the case of amendments to the Bank Guarantee, the Borrower or Obligors’ Agent had provided their consent to such amendment(s);
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, Document any Letter Bank Guarantee (unless such obligation arose by reason of Credit the relevant Issuing Bank’s negligence or wilful misconduct) or any other document or securitysecurity provided by an Obligor; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the an Issuing Bank against any cost, loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss (other than Tax or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) amounts in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(iiTax) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent otherwise than by reason of that the loss or liability is directly caused by the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the an Issuing Bank under this Clause 7.3 8.4 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) 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 Invalid First Demand Feature), any invalidity of the underlying contract, the instruction to issue such Letter of Credit or of the Letter of Credit itself resulting from the Invalid First Demand Feature shall be disregarded for all purposes under and in connection with this Agreement, in particular in connection with the indemnity provided for in this Clause 8.4; and that it will refrain from:
(A) taking any steps of whatever kind which are based on the 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 Credit in compliance with its terms; and
(B) disputing any reimbursement claims based on the Invalid First Demand Feature.
(i) If and to the extent a Lender does not 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 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.
(j) The Agent shall inform the Indemnifying Issuing Banks as soon as practically possible of the Base Currency Amount of any 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 Base Currency Amount of the Final Loss Amount calculated as set out in paragraph (i) above.
(k) The Borrower which requested a Letter of Credit and the Defaulting Lender shall jointly and severally (gesamtschuldnerisch) immediately on demand reimburse any Indemnifying Issuing Bank for any payment it makes to an Issuing Bank under paragraphs (i) and (j) above in respect of a Letter of Credit.
Appears in 1 contract
Sources: Facility Agreement (Linde PLC)
Indemnities. (a) The Company Each Borrower shall within 3 Business Days of demand indemnify the Issuing Bank against any cost, loss or liability incurred by the relevant Borrower must 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 that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit amount demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 7.4 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank each Lender against any cost, loss or liability whatsoever incurred by that Issuing Bank such Lender (otherwise than by reason of such Lender’s gross negligence or wilful misconduct) in acting as an Issuing Bank carrying out its function under any Letter of Credit, except whether pursuant to the extent that the loss clause 6.5.3(a) (Claims under a Letter of Credit) or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankotherwise.
(b) Without limiting The relevant Borrower shall immediately on demand indemnify the Obligors’ 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 the Finance Documents, subject to paragraph any Letter of Credit.
(c) below, each Revolving Facility Each Lender must:
shall (iaccording to its Relevant Proportion) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank Agent against its share of any cost, loss or liability incurred by that Issuing Bank the Agent (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Agent’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an Issuing Bank carrying out its function under any Letter of Credit (unless the Issuing Bank Agent has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) above will be its Pro Rata Share on the Utilisation Date of the The relevant Letter of Credit, adjusted to reflect any subsequent assignment or transfer under this Agreement.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank Agent under this Clause 7.3 clause 6.5.4(c) (Indemnities) unless the relevant Borrower has already indemnified (i) the Agent in full in respect of such Letter payment under clause 6.5.4(c) (Indemnities), (in which instance the Agent shall promptly reimburse each Lender to the extent of Creditany payment made by such Lender to the Agent under clause 6.5.4(c) (Indemnities)), or (ii) such Lender in full in respect of such payment under clause 6.5.4(a).
(fe) The obligations of the Obligors each Lender and each Revolving Facility Lender Borrower under this Clause 7.3 clause 6.5.4 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower (as the case may be) in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 clause 6.5.4 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provision, clause 6.5.4 (Indemnities,) would reduce, release or prejudice any of its obligations under this Clause 7.3 clause 6.5.4 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any the release of any Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or securitydocument;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or securitydocument; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)
Indemnities. (a) The Company or the relevant Borrower must immediately will on demand by the Lender indemnify the Issuing Bank Lender against any loss Cost, loss, damage or liability incurred by that Issuing Bank in acting claim which the Lender may sustain or incur as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includesconsequence of:
(i) any time or waiver granted to, or composition with, sum payable by any personSecurity Provider under any Finance Document not being paid when due;
(ii) any release the occurrence of any person under the terms Event of any composition Default or arrangementPotential Event of Default;
(iii) a Drawdown requested in a Utilisation Notice not being provided for any reason including failure to fulfil any condition precedent but excluding any default by 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 personLender;
(iv) it becoming, after the date of this agreement, unlawful or (as a result of a Change) impossible for the Lender to maintain or give effect to any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise its obligations under the full value of any securityFinance Documents;
(v) any incapacity enquiry, investigation, subpoena (or lack of power, authority similar order) or legal personality of litigation with respect to any Security Provider or dissolution or change in the members or status of with respect to any persontransaction contemplated by any Finance Document;
(vi) any amendment anything in respect of a Finance Document, any Letter of Credit Security or any other document or securitySecurity Property;
(vii) any unenforceability, illegality or invalidity of any obligation of any person a liability under any Finance Document, any Letter of Credit or any other document or security; orEnvironmental Law;
(viii) any insolvency information produced or similar proceedingsapproved by any Group Member under or in connection with the 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 liquidation or re-employment of deposits or other funds acquired or contracted for by the Lender to fund or maintain any Drawdown.
(c) The Lender must, as soon as reasonably practicable after demand by the Borrower, provide a certificate to the Borrower verifying the amount of its Break Costs claimed under clause 19(a).
Appears in 1 contract
Sources: R&d Tax Incentive Prepayment Loan Facility Agreement (Immuron LTD)
Indemnities. (a) The Company or the relevant Each Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that which the Issuing Bank incurs under or in acting as an Issuing Bank under connection with any Letter of CreditCredit requested by it, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Each Tranche C Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, must immediately on demand; and
demand (ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from be issued directly by the Issuing Bank, ) directly indemnify the Issuing Bank against its share of any loss or liability incurred by that 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 extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving The Facility Lender is not permitted (Agent must, upon request by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an , provide to the Issuing Bank under any Letter relevant details of Credit. In:
(i) respect each Tranche C Lender for the purposes of a Letter of Credit denominated in US Dollar, on receipt of issuing a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Tranche C Lender’s share of the liability or loss referred to in paragraphs paragraph (b) and (c) 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.
(e) The Company or Issuing Bank must promptly notify the Facility Agent:
(i) 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 which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of CreditSubclause.
(fg) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Borrower or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gh) The obligations of the Obligors each Borrower and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 (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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company or Borrower shall indemnify and save harmless the relevant Borrower must immediately on demand indemnify the Issuing Bank against Administrative Agent and each Lender from all claims, demands, liabilities, damages, losses, costs, charges and expenses, including any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss expense arising from interest or liability is directly caused fees payable by the gross negligence Administrative Agent or wilful misconduct such Lender to lenders of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject funds obtained by it in order to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on make or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of maintain any Accommodation and any loss or liability expense incurred in liquidating or re-employing deposits from which such funds were obtained, which may be incurred by that Issuing Bank (except to the extent that the loss Administrative Agent or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting such Lender as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includesconsequence of:
(i) any representation or warranty made herein by the Borrower which was incorrect at the time it was made or waiver granted to, or composition with, any persondeemed to have been made;
(ii) any release a default by the Borrower in the payment of any person sum due from it under or in connection with the terms Credit Documents (irrespective of whether an Accommodation is deemed to be made to the Borrower to pay the amount that the Borrower 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 composition such unpaid amount to the extent such Lender or arrangementthe Administrative Agent is not reimbursed pursuant to any other provisions of this Agreement;
(iii) if the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect Borrower decides not to perfect, take up or enforce, any rights against, or security over assets of, any personaccept an Accommodation after it has given a Notice of Availment under this Agreement that it desires to obtain such Accommodation;
(iv) any non-presentation or non-observance failure by the Borrower to make an optional repayment of any formality or other requirement in respect of any instrument or any failure outstanding Accommodation after the Borrower has given notice under this Agreement that it desires to realise the full value of any securitymake such repayment;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status repayment by the Borrower of any personLIBOR 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 amendment of a Finance other default by the Borrower under any Credit Document, any Letter of Credit or any other document or security;
(vii) any unenforceabilitythe execution, illegality or invalidity delivery, enforcement and administration of any obligation of any person under any Finance Credit Document, any Letter of Credit or any other document or securityCredit; orand/or
(viii) the application by the Borrower of any insolvency Accommodation or similar proceedingsany proceeds of any Accommodation.
Appears in 1 contract
Sources: Credit Agreement (Intertan Inc)
Indemnities. (a) The Company 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 relevant Borrower must 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 that the Issuing Bank in acting as an (otherwise than by reason of the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the Bank's gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A The Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Company requested) a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 7 are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each any Lender or any Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) 7 will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7, would reduce, release or prejudice any of its obligations under this Clause 7.3 7 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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 Letter of Credit or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit (if made with the consent of the Company) or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. 8.1 The Company shall indemnify the Buyer, and keep the Buyer indemnified, on demand against each loss, liability and cost which the Buyer incurs, in each case, whether before or after the start of an action arising (directly or indirectly) out of:
8.1.1 in respect of any ACT Warranty Claim:
(a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing Bank settlement of such ACT Warranty Claim against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.Warrantor; and
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender mustlegal proceedings against any Warrantor in respect of any ACT Warranty Claim;
8.1.2 in respect of any MCD Warranty Claim:
(ia) in respect the settlement of a Letter of Credit denominated in US Dollar, immediately on demandsuch MCD Warranty Claim against any MCD Warrantor; and
(iib) legal proceedings against any MCD Warrantor in respect of a Letter of Credit denominated any MCD Warranty Claim; and
8.1.3 in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share respect of any loss Relevant Claim under clause 7.10, 7.11, 13.1, 13.2 or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In13.5:
(ia) respect the settlement of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agentsuch Relevant Claim against any Warrantor; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) above will be its Pro Rata Share on the Utilisation Date of the relevant Letter of Credit, adjusted to reflect legal proceedings against any subsequent assignment or transfer under this Agreement.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) Warrantor in respect of such Letter of CreditRelevant Claim.
(f) The obligations 8.2 Any indemnification made by the Company to the Buyer under clause 8.1 shall be grossed-up by the amount of payment that is indirectly borne by the Buyer by reason of the Obligors Buyer’s beneficial interest in the Company at the time of such payment (and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations in calculating such gross-up, any gross-up amounts shall also be taken into account and will extend in turn grossed-up).
8.3 Subject to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or limitations set out in connection with any Letter of CreditSchedule 6, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any actSeller shall, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument Relevant Claim against such Seller (including any Fundamental Warranty Claim against such Seller or any failure to realise the full value of any security;
(v) any incapacity a breach 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 Finance Document, any Letter of Credit or any other document or security;
(vii) any unenforceability, illegality or invalidity an alleged breach of any obligation of any person such Seller under any Finance Documentthis Agreement) which is not an ACT Warranty Claim, any Letter an MCD Warranty Claim or a Relevant Claim under clause 7.10, 7.11, 13.1, 13.2 or 13.5, indemnify the Buyer, and keep the Buyer indemnified, on demand against each loss, liability and cost which the Buyer incurs, in each case, whether before or after the start of Credit an action arising (directly or any other document or security; orindirectly) out of:
(viiia) the settlement of such Relevant Claim against such Seller; and
(b) legal proceedings against such Seller in respect of such Relevant Claim.
8.4 Without prejudice to any insolvency right that the Buyer may have against any Seller under this Agreement, each Seller and the Company agrees that, as between the Warrantors, the MCD Warrantors, the Sellers and the Company, no Warrantor or similar proceedingsMCD Warrantor (as applicable) shall be liable to him/her/it for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the sale of the Sale Shares by any Seller including any breach of the ACT Warranties or MCD Warranties (as applicable) or of the obligations under clause 7.10, 7.11, 13.1, 13.2 or 13.5.
Appears in 1 contract
Sources: Agreement for Sale and Purchase of Shares (Prenetics Global LTD)
Indemnities. (ai) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank Fronting Ancillary Lender against any cost, loss or liability incurred by that Issuing Bank the Fronting Ancillary Lender (otherwise than by reason of the Fronting Ancillary Lender’s negligence or wilful misconduct) in acting as an Issuing Bank the Fronting Ancillary Lender under any Letter of Credit, except to the extent Fronted Ancillary Facility requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, Each Fronted Ancillary Lender shall immediately on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank Fronting Ancillary Lender of such Fronted Ancillary Lender’s Fronted Revolving Commitments against its share of any cost, loss or liability incurred by that Issuing Bank the Fronting Ancillary Lender (except to otherwise than by reason of the extent that the loss or liability is directly caused by the gross Fronting Ancillary Lender’s negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an Issuing Bank the Fronting Ancillary Lender under any Letter of Credit Fronted Ancillary Facility (unless the Issuing Bank Fronting Ancillary Lender has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eiii) The Company or the Borrower which requested (or on behalf of which the relevant Letter of Credit must Obligors’ Agent requested) a Fronted Ancillary Facility shall immediately on demand reimburse any Revolving Facility Fronted Ancillary Lender for any payment it makes to the Issuing Bank Fronting Ancillary Lender under this Clause 7.3 paragraph (Indemnitiesa) in respect of such Letter of Creditthat Fronted Ancillary Lender.
(fiv) The obligations of the Obligors and each Revolving Facility Fronted Ancillary Lender under this Clause 7.3 paragraph (Indemnitiesa) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Fronted Ancillary Lender under or in connection with respect of any Letter of CreditFronted Ancillary Facility, regardless of any intermediate payment or discharge in whole or in part.
(gv) The obligations of the Obligors and each Revolving Facility any Fronted Ancillary Lender or Borrower under this Clause 7.3 paragraph (Indemnitiesa) will not be affected by any act, omission omission, matter or thing which, but for this provisionparagraph (a), would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(iA) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Fronted Ancillary Facility or any other person;
(iiB) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the Group;
(iiiC) the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, enforce any rights against, or security over assets of, any person;
(iv) Obligor, any beneficiary under a Fronted Ancillary Facility 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;
(vD) 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 Fronted Ancillary Facility or any other person;
(viE) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Fronted Ancillary Facility or any other document or securitysecurity unless in the case of amendments to the Fronted Ancillary Facility, the Borrower or Obligors’ Agent and the Fronting Ancillary Lender had provided their consent to such amendment(s);
(viiF) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, Document any Letter Fronted Ancillary Facility (unless such obligation arose by reason of Credit the Fronting Ancillary Lender’s negligence or wilful misconduct) or any other document or securitysecurity provided by an Obligor; or
(viiiG) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) 11.1 The Company or the relevant Borrower must immediately 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 Issuing Bank on demand against all Losses howsoever arising which the Bank or our branches, offices, Correspondent Banks, agents or Affiliates (“Indemnitees”) (or any loss one of them) may incur or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender mustsustain:
(i) in respect 11.2.1 by reason of a Letter of issuing, establishing or enforcing any Documentary Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand arising from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter 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 Credit, regardless our rights under these DC General Conditions and/ or any Documentary Credit or associated with any Documentary Collection.
11.3 Losses of any intermediate Indemnitee to which this section headed “Indemnities” applies shall be deemed to be our direct Losses, which shall include the Losses 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 credit or as a result 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 incurred by the Bank until payment of them by the Customer in full, 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 discharge 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 whole (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 part.
different currencies, we may convert either balance at a market rate of exchange (gthe rate of exchange being determined on the date of conversion) The obligations to set it off against another amount. Any agreement that all or any part of the Obligors balance on any such Account is to be held on fixed time deposit shall be for the purpose of calculation and each Revolving Facility Lender payment of interest only and shall not prejudice our rights or obligations under or pursuant to this Clause 7.3 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 (Indemnitiesﻞـﺑﺎﻘﻣ وأ) will not be affected by any actﻲـﻓ 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, omission or thing whichcredit balances, goods and other assets including, but for this provisionnot limited to, would reduceprecious metals whether coined or not, release 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 time being or prejudice could be 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 obligations under this Clause 7.3 (Indemnities) (branches for the Customer’s Account whether held individually or not known to it or jointly with any other person). This includes:
(i) any , including all rights and entitlements arising therefrom or attached thereto shall be charged as a continuing security in favor 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 waiver granted to, or composition with, any person;
(ii) any release of any 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 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 full value of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change in the members future indebted or status of liable to Bank on any person;
(vi) account or in any amendment of a Finance Documentmanner whatsoever, any Letter of Credit and whether individually or jointly with any other document person, and under whatever name or security;
(vii) 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
(viii) any insolvency or similar proceedingsform.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Guarantee requested by that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Bank shall (according to paragraph (cits Guarantee Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)) except to the extent that cash cover has been provided by an Obligor in respect of a Guarantee in accordance with the 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.
(c) If any Revolving Facility Lender Bank is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender Bank will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit Guarantee is issued (or if later, on the date the Revolving Facility LenderBank’s participation in the Letter of Credit Guarantee is transferred or assigned to the Revolving Facility Lender Bank in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Guarantee in an amount equal to its share Guarantee Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must Bank shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Guarantee Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Each Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender Bank for any payment it makes to the Issuing Bank under this Clause 7.3 7.4 (Indemnities) in respect of such Letter of Credita Guarantee which it requested.
(fe) The obligations of the Obligors and each Revolving Facility Lender Bank under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or Bank in connection with respect of any Letter of CreditGuarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility Lender any Bank under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Guarantee or other person;
(ii) any 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 person;
(iv) 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 full value of any security;
(viv) 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 Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Multicurrency Revolving Credit and Guarantee Facility Agreement (Subsea 7 S.A.)
Indemnities. (a) The Company or the relevant Each Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent Credit requested by (or on behalf of) that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits L/C Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) above and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or or, if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested (or on behalf of which the relevant Parent requested) a Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender or Borrower under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors that Lender or that Revolving Facility Lender under or Borrower in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender or Borrower under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause 7.3, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or any other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor or any member of the Group, Luxco2 or Luxco3;
(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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Super Senior Revolving Facility Agreement (Orion Engineered Carbons S.a r.l.)
Indemnities. Indemnify and keep fully and effectually indemnified the Landlord in respect of:
(a) The Company or the relevant Borrower must immediately on demand indemnify the Issuing Bank against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not all actions proceedings costs claims and demands which may be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected made by any act, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (whether or not known to it adjoining owner tenant occupier or any other person). This includesperson whatsoever or any competent authority by reason of:
(i) any time defect in the Demised Premises for which the Tenant is liable or waiver granted to, in the execution of any works or composition with, the existence of any personalterations or additions to the Demised Premises for which the Tenant is liable;
(ii) any release interference or alleged interference or obstruction of any person under right or alleged right of light air drainage or other right or alleged right now existing for the terms benefit of any composition adjoining or arrangementneighbouring property caused by the Tenant or its employees or agents or by such licensees or invitees for whose acts the Tenant is or ought to be responsible;
(iii) any stoppage of the taking, variation, compromise, exchange, renewal drains used in common with the owner or release of, occupier of adjoining or refusal or neglect neighbouring property caused by the Tenant
(b) all liability which may be incurred by the Landlord in respect of any of the matters referred to perfect, take up or enforce, any rights against, or security over assets of, any personin paragraph (a) of this sub-clause for which the Tenant is liable;
(ivc) any non-presentation claims proceeding or demands and the costs and expenses incurred thereby which may be brought against the Landlord by any employees workpeople agents or visitors of the Tenant in respect of any accident loss or damage whatsoever to person or property howsoever caused and occurring in or upon the Demised Premises for which the Tenant is liable;
(d) all general rates and other outgoings which are payable by the Landlord as a result of the Tenant's vacating the Demised Premises at any date prior to the said expiry or earlier determination of the Term;
(e) every loss and damage whatsoever incurred by the Landlord by reason of any negligence by the Tenant or any breach or non-observance of the Tenant's obligations in this Lease and indemnify the Landlord from and against all actions claims liabilities costs and expenses thereby arising all monies becoming payable under this covenant being payable by way of further rent
(f) all liabilities costs claims demands arising by virtue of any formality breach act or other requirement omission caused by the Tenant or its employees or agents or by such licensees or invitees for whose acts the Tenant is or ought to be responsible in respect of any instrument the matters referred to in Part II of the Third Schedule hereto AND this sub-clause shall remain in force notwithstanding the expiry or any failure to realise earlier determination of the 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.Term as aforesaid
Appears in 1 contract
Indemnities. (a) 11.1 The Company T1CB shall indemnify and save harmless the T1IB with respect to any loss, liability, damages, costs or expenses which the relevant Borrower must immediately on demand T1IB may incur arising out of errors or omissions committed by the T1CB in carrying out instructions given to it by the T1IB.
11.2 The T1CB shall indemnify the Issuing Bank against any and save harmless each Client, except where such loss or damage is as a result of the negligence of the T1IB, from all claims, actions, causes of action, demands, losses, damages, costs or expenses or any other liability whatsoever suffered or incurred by that Issuing Bank in acting as an Issuing Bank under such Client resulting from any Letter of Credit, except to errors or negligence on the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct part of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation T1CB in the Letter performance of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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 obligations under this Agreement.
(e) 11.3 The Company T1IB acknowledges that all obligations to pay for securities purchased and to deliver securities sold by Clients rest with the Clients and the T1IB and not the T1CB. Should the Deposit be insufficient to cover the receivables or deficiencies described in section 10.06, the Borrower which requested T1IB will, upon notice from the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes T1CB, pay to the Issuing Bank under this Clause 7.3 T1CB an amount, up to the amount of excess Risk Adjusted Capital of the T1IB as determined by the T1IB on its most recent Form 1 (Indemnities) in respect of such Letter of Credit.
(f) The the "Indemnity Amount"), required to satisfy the obligations described therein. If the first Indemnity Amount paid is insufficient to satisfy the obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend T1IB to the ultimate balance of all sums payable by T1CB, then the Obligors or T1IB acknowledges that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations its obligation to deliver further Indemnity Amounts continues until such time as the T1IB has delivered such further Indemnity Amounts to the T1CB as are required to satisfy said obligation. Without limiting the generality of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any actforegoing, omission or thing which, but for this provision, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (whether or not known to it or any other person). This includesthe T1IB:
(ia) agrees to indemnify and save harmless the T1CB from any time loss, liability, damages, costs or waiver granted toexpenses which the T1CB may suffer or incur by reason of the failure of the T1IB or any of the Clients to make any payment of money or delivery of securities to the T1CB as and when required by it including, or composition withwithout limitation, any person;payment of all commissions, margin and interest charges on late payments charged by the T1CB up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder; and
(iib) agrees to indemnify and save harmless the T1CB from any release loss, liability, damages, costs or expenses, suffered or incurred by it arising out of any person under the terms of any composition act 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 person;
(iv) any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise act on the full value part of any security;
(v) any incapacity or lack of power, authority or legal personality of or dissolution or change the T1CB in the members course of it in good faith carrying out its obligations or status exercising its discretion hereunder, up to the Indemnity Amount and such further Indemnity Amounts as are necessary to be paid to satisfy the obligation hereunder, except where such loss, liability, damages, costs or expenses are suffered or incurred as a result of any person;
(vi) any amendment the negligence of a Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedingsthe T1CB.
Appears in 1 contract
Sources: Introducer/Carrier Broker Agreement
Indemnities. (aA) The Company or Subject to clause 6.10 (Claims under a Letter of Credit), the relevant Borrower must shall immediately on demand indemnify the LC Issuing Bank against any cost, loss or liability (including any Third Party LC Margin but excluding any Third Party LC Issuing Fees) incurred by that the LC Issuing Bank in acting as an LC Issuing Bank under any Letter hereunder (otherwise than by reason of Credit, except to the extent that the loss or liability is directly caused by the such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct).
(bB) Without limiting Each Lender shall (according to its portion of the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US DollarAvailable Facility), immediately on demand; and
demand by the Facility Agent (ii) in respect acting on the instructions of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the LC Issuing Bank), indemnify the LC Issuing Bank against its share of any cost, loss or liability (including any Third Party LC Margin but excluding any Third Party LC Issuing Fees) incurred by that the LC Issuing Bank (except to the extent that the loss or liability is directly caused otherwise than by the reason of such LC Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an such LC Issuing Bank under any Letter of Credit hereunder (unless the LC Issuing Bank has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(cC) If any Revolving Facility Lender is not permitted Subject to clause 6.10 (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank Claims under any a Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar), on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the LC Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Creditclause 6.11.
(fD) The obligations of each Lender and the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by that Lender or, as the Obligors or that Revolving Facility Lender under or case may be, the Borrower in connection with respect of any Issuing Bank Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gE) The obligations of the Obligors and each Revolving Facility a Lender or a Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any Beneficiary or any other person;
(ii) any 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Kosmos Energy Ltd.)
Indemnities. (a) The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused Bank Guarantee requested by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Each Guarantee Facility Lender must:
shall (iaccording to its Proportion) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Guarantee Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) aboveClause 7.3(b), then that Revolving Facility Lender will not be obliged to comply with paragraph (bClause 7.3(b) and will shall instead be deemed to have taken, on the date the Letter of Credit Bank Guarantee is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit Bank Guarantee is transferred or assigned to the Revolving Guarantee Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Bank Guarantee in an amount equal to its share Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Guarantee Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Guarantee Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Creditthat Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Guarantee Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Guarantee Facility Lender under or in connection with respect of any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving any Guarantee Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of any member of the Group or any other person;
(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 person;
(iv) Obligor, any non-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;
(viv) 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 Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bank Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bank Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (ai) The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank Agent against any cost, loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter the Agent (otherwise than by reason of Credit, except to the extent that the loss or liability is directly caused by the Agent’s gross negligence or wilful misconduct of the Issuing Bank.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(imisconduct) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; andacting as the issuing bank under any Guarantee requested by the Borrower.
(ii) in respect Each Lender shall (according to its Proportionate Share of a Letter of Credit denominated in an Optional Currency, the relevant Guarantee) immediately on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank Agent against its share of any cost, loss or liability incurred by that Issuing Bank the Agent (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Agent’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an Issuing Bank the issuing bank under any Letter of Credit Guarantee (unless the Issuing Bank Agent has been reimbursed by an Obligor the Borrower pursuant to a Finance Document).
(ciii) If any Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (bii) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (bii) and will shall instead be deemed to have taken, on the date the Letter of Credit Guarantee is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit Guarantee is transferred or assigned to the Revolving Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Guarantee in an amount equal to its share Proportionate Share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing BankAgent) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Proportionate Share of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(eiv) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank Agent under this Clause clause 7.3 (Indemnities) in respect of such Letter of Creditthat Guarantee.
(fv) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) clause are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of CreditGuarantee, regardless of any intermediate payment or discharge in whole or in part.
(gvi) The obligations of any Lender or the Obligors and each Revolving Facility Lender Borrower under this Clause 7.3 (Indemnities) clause will not be affected by any act, omission omission, matter or thing which, but for this provisionclause, would reduce, release or prejudice any of its obligations under this Clause 7.3 clause (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) a. any time time, waiver or waiver consent granted to, or composition with, the Borrower, any beneficiary under a Guarantee or any other person;
(ii) any b. the release of the Borrower or any other person under the terms of any composition or arrangementarrangement with any creditor or any Group Company;
(iii) 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, the Borrower, any person;
(iv) 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 full value of any security;
(v) d. 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 Guarantee or any other person;
(vi) e. any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Guarantee or any other document or security;
(vii) f. any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Guarantee or any other document or security; or
(viii) g. any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. 14.1 A Council or Councils in whose administrative area:
14.1.1 any development (aas defined by Town and Country Planning ▇▇▇ ▇▇▇▇ Section 55) The Company to be financially assisted is to take place or
14.1.2 any facilities or services the relevant Borrower must immediately on demand provision of which is to be financially assisted are to be provided shall indemnify the Issuing Bank and keep indemnified Wirral from and against any loss or liability incurred valid claim made against Wirral by an appropriate funding body for the repayment of any finance advanced to Wirral in its capacity as Accountable Body for the Scheme and that Issuing Bank project in acting particular save where such claim arises as an Issuing Bank under any Letter a direct result of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct default on the part of Wirral its employees agents or contractors
14.2 Where any development (as defined by Town and Country Planning ▇▇▇ ▇▇▇▇ Section 55) to be financially assisted is to take place or any facilities or services the provision of which is to be financially assisted are to be provided in the administrative area of more than one Council then the indemnity to Wirral shall be in the same proportions as the amount of financial assistance intended to be expended in the relevant administrative areas as a part of the Issuing Bank.
particular project (bincluding associated costs and expenditure) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior bears to the date falling four Business Days after total sum intended to be expended upon that project PROVIDED ALWAYS that (in aggregate and including a notional contribution from Wirral where part of such expenditure shall be made in Wirral’s administrative area) the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share indemnity shall in any event amount to 100% of any loss or liability incurred valid claim
14.3 Where the instigator and/or beneficiary of any project to be financially assisted is the Board then the Four Councils and TMP shall jointly and equally (but not severally) indemnify and keep indemnified Wirral from and against any valid claim made against Wirral by an appropriate funding body for the repayment of any finance advanced to Wirral in its capacity as Accountable Body for the Scheme and that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross project in particular save where such claim arises as a direct result of negligence or wilful misconduct of the Issuing Bank) in acting as an 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 Revolving Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, default on the date the Letter part of Credit is issued (Wirral its employees agents or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by contractors PROVIDED ALWAYS that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account avoidance of doubt) in calculating any sums payable under this indemnity a notional equal contribution from Wirral shall be taken into account
14.4 Wirral shall not claim under the indemnity in clause 14.1 unless it has used reasonable endeavours to recover all or part of the sums due from a recipient of grant assistance PROVIDED ALWAYS that if reasonable endeavours shall include the institution of legal proceedings against such recipient of grant assistance (subject to the relevant Issuing BankCouncil or Councils having first been consulted as to the merits of such proceedings) an amount equal to its share that Council or Councils shall indemnify Wirral against any costs incurred by Wirral in bringing those proceedings
14.5 Wirral shall notify a relevant Council in writing as soon as reasonably practicable after it becomes aware of any loss or liability incurred circumstances that may cause it to claim against the indemnity in clause 14.1
14.6 Wirral shall notify Sefton Liverpool Halton and TMP in writing as soon as reasonably practicable after it becomes aware of any circumstances that may cause it to claim against the indemnity in clause 14.3 14.7 Any claim made by that Issuing Bank (except Wirral pursuant to the extent that the loss or liability is directly caused clauses 14.1 and 14.4 shall be paid by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on responsible Council within 14 days after a written demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable therefore supported by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.appropriate documentation
Appears in 1 contract
Indemnities. (a) The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank each Lender against any cost, loss or liability whatsoever incurred by that Issuing Bank such Lender (otherwise than by reason of such Lender’s gross negligence or wilful misconduct) in acting as an Issuing Bank carrying out its function under any Letter of Credit, except whether pursuant to the extent that the loss clause 6.5.3(a) (Claims under a Letter of Credit) or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bankotherwise.
(b) Without limiting The Borrower shall immediately on demand indemnify the Obligors’ 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 the Finance Documents, subject to paragraph any Letter of Credit.
(c) below, each Revolving Facility Each Lender must:
shall (iaccording to its Relevant Proportion) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank Agent against its share of any cost, loss or liability incurred by that Issuing Bank the Agent (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Agent’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an Issuing Bank carrying out its function under any Letter of Credit (unless the Issuing Bank Agent has been reimbursed by an Obligor pursuant to a 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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank Agent under this Clause 7.3 clause 6.5.4(c) (Indemnities) unless the Borrower has already indemnified (i) the Agent in full in respect of such Letter payment under clause 6.5.4(c) (Indemnities), (in which instance the Agent shall promptly reimburse each Lender to the extent of Creditany payment made by such Lender to the Agent under clause 6.5.4(c) (Indemnities)), or (ii) such Lender in full in respect of such payment under clause 6.5.4(a).
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 clause 6.5.4 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 clause 6.5.4 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionclause 6.5.4 (Indemnities), would reduce, release or prejudice any of its obligations under this Clause 7.3 clause 6.5.4 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any the release of any Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or securitydocument;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit or any other document or securitydocument; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Facility Agreement (British Sky Broadcasting Group PLC)
Indemnities. Each of the Lenders severally undertakes to keep the Fronting Banks indemnified as follows:
(a) The Company or Each Lender irrevocably and unconditionally undertakes to pay to the relevant Borrower must immediately Administrative Agent for the account of each Fronting Bank, on demand indemnify made by such Fronting Bank through the Issuing Administrative Agent:
(i) such Lender's Commitment Percentage of each amount which is expressed to be payable by any of the Borrowers to or for the account of such Fronting Bank by way of the payment, repayment or prepayment of any International Facility Loan and which the applicable Borrower fails to pay together with interest which has accrued with respect thereto, and
(ii) such additional amount as shall be necessary to reimburse such Fronting Bank for its cost of funding the amount payable by such Lender as mentioned in sub-clause (i) above during the period beginning on the date the amount was due from the applicable Borrower and ending on the date demand is made on such Lender for payment of the same, and agrees that neither the Fronting Banks nor the Administrative Agent shall be obliged to make any demand on or take any proceedings against any loss or liability incurred by that Issuing Bank in acting as an Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing BankBorrowers or any other person before making demand on such Lender hereunder.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender irrevocably and unconditionally undertakes to paragraph (c) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior pay to the date falling four Business Days Administrative Agent for the account of each Fronting Bank on demand made by such Fronting Bank through the Administrative Agent at any time after an Event of Default has occurred and is continuing and has not been waived, its Commitment Percentage of the Dollar Equivalent on the date of demand from the Issuing such payment of any outstanding International Facility Loan made by such Fronting Bank, indemnify the Issuing Bank against its share of and any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct such payment shall be in satisfaction pro tanto of the Issuing Bankundertakings of such Lender contained in clause (a) in acting as an Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document)above.
(c) If a Lender fails to make payment on the due date therefor of any Revolving Facility amount due from it for the account of a Fronting Bank pursuant to clauses (a) or (b) above (a "RELEVANT AMOUNT") then (i) such Lender shall be deemed to be Delinquent Lender pursuant to Section 16.5.3, and (ii) until such Fronting Bank has received payment of the relevant amount in full (and without prejudice to any other rights or remedies of the Administrative Agent or such Fronting Bank in respect of such failure) such Fronting Bank shall be entitled to receive any interest which such Delinquent Lender would otherwise have been entitled to receive in respect of the Loan in respect of which the relevant amount is not permitted payable and (by its constitutional documents iii) such Delinquent Lender shall have no right to vote as a Lender hereunder or under any applicable lawof the other Loan Documents, and, for so long as such Lender remains a Delinquent Lender under this Section 6.12.2, the determination of the Majority Lenders shall for all purposes of this Credit Agreement and the other Loan Documents be made without regard to the interest of such Delinquent Lender in the Loans to the extent of such participation.
(d) The Borrowers jointly and severally, irrevocably and unconditionally (but, in the case of GmbH, subject to Section 30 of the GmbH Act of Germany), undertake (i) to comply with paragraph reimburse to each Lender any amount paid by such Lender pursuant to this Section 6.12.2, and such amount shall be immediately due from the Borrowers to such Lender on the day such amount is paid by such Lender to the Administrative Agent, and shall accrue interest from such date until the date of payment in full of such amount (including all accrued and unpaid interest thereon) at the rate of interest applicable to overdue principal pursuant to Section 6.11.1, and (ii) to indemnify and hold each Lender harmless against all actions, proceedings, liabilities, claims, demands, costs and expenses of whatsoever nature and howsoever occurring which such Lender may properly incur, suffer or sustain by reason of its payment of such amount, including without limitation any losses (in Dollars) arising from fluctuations in currency rates between the date of any payment to the Administrative Agent by such Lender pursuant to clauses (a) or (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must pay such Lender's receipt of payment pursuant to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) above.
this clause (d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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).
(e) The Company or the Borrower which requested the relevant Letter of Credit must immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Credit.
(f) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(g) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) 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 7.3 (Indemnities) (whether or not known to it or any other person). This includes:
(i) any time or waiver granted to, or composition with, any person;
(ii) any release of any 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 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 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 Finance Document, any Letter of Credit or any other document or security;
(vii) 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
(viii) any insolvency or similar proceedings.
Appears in 1 contract
Indemnities. (a) The Company or the relevant Borrower must SMO shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank's gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except Credit requested by SMO. The Issuing Bank shall be entitled to use any cash cover provided under this Agreement by SMO in relation to the extent that Letter of Credit the loss or liability is directly caused by subject to the gross negligence or wilful misconduct relevant demand for the purposes of the Issuing Bankthis indemnity.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject Each Lender shall (according to paragraph (cits L/C Proportion) below, each Revolving Facility Lender must:
(i) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank's gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document). The Issuing Bank shall be entitled to use any cash cover provided by an Affected Lender in relation to the Letter of Credit the subject of the relevant demand under this Agreement for the purposes of this indemnity.
(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 Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit is issued (or if later, on the date the Revolving Facility Lender’s 's participation in the Letter of Credit is transferred or assigned to the Revolving Facility 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 share L/C Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct L/C Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter amount demanded. The last sentence of Credit demanded under paragraph (b) aboveabove shall apply to this paragraph mutatis mutandis.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must SMO shall immediately on demand reimburse any Revolving Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 7.5 (Indemnities) in respect of such that Letter of Credit.
(fe) The obligations of the Obligors and each Revolving Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Facility Lender under or in connection with respect of any Letter of Credit, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving Facility any Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Letter of Credit or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement 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 person;
(iv) 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;
(viv) 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;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit or any other document or security;
(viivi) 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
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Term and Revolving Facilities Agreement (Sodexho Alliance S A)
Indemnities. (a) The Company or the relevant Borrower must shall immediately on demand indemnify the Issuing Bank against any cost, loss or liability incurred by that the Issuing Bank (otherwise than by reason of the Issuing Bank’s gross negligence or wilful misconduct) in acting as an the Issuing Bank under any Letter of Credit, except to the extent that the loss or liability is directly caused Bank Guarantee requested by the gross negligence or wilful misconduct of the Issuing BankBorrower.
(b) Without limiting the Obligors’ liability under the Finance Documents, subject to paragraph (c) below, each Revolving Each Guarantee Facility Lender must:
shall (iaccording to its Proportion) in respect of a Letter of Credit denominated in US Dollar, immediately on demand; and
(ii) in respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Issuing Bank, indemnify the Issuing Bank against its share of any cost, loss or liability incurred by that the Issuing Bank (except to otherwise than by reason of the extent that the loss or liability is directly caused by the Issuing Bank’s gross negligence or wilful misconduct of the Issuing Bankmisconduct) in acting as an the Issuing Bank under any Letter of Credit Bank Guarantee (unless the Issuing Bank has been reimbursed by an Obligor pursuant to a Finance Document).
(c) If any Revolving Guarantee Facility Lender is not permitted (by its constitutional documents or any applicable law) to comply with paragraph (b) above, then that Revolving Facility Lender will not be obliged to comply with paragraph (b) and will shall instead be deemed to have taken, on the date the Letter of Credit Bank Guarantee is issued (or if later, on the date the Revolving Facility Lender’s participation in the Letter of Credit Bank Guarantee is transferred or assigned to the Revolving Guarantee Facility Lender in accordance with the terms of this Agreement), an undivided interest and participation in the Letter of Credit Bank Guarantee in an amount equal to its share Proportion of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct of the Issuing Bank) in acting as an Issuing Bank under any Letter of CreditGuarantee. In:
(i) respect of a Letter of Credit denominated in US Dollar, on On receipt of a demand from the Facility Agent; and
(ii) respect of a Letter of Credit denominated in an Optional Currency, on or prior to the date falling four Business Days after the date of demand from the Facility Agent, that Revolving Guarantee Facility Lender must shall pay to the Facility Agent (for the account of the relevant Issuing Bank) an amount equal to its share of any loss or liability incurred by that Issuing Bank (except to the extent that the loss or liability is directly caused by the gross negligence or wilful misconduct Proportion of the Issuing Bank) in acting as an Issuing Bank under any Letter of Credit demanded under paragraph (b) aboveamount demanded.
(d) A Revolving Facility Lender’s share of the liability or loss referred to in paragraphs (b) and (c) 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.
(e) The Company or the Borrower which requested the relevant Letter of Credit must shall immediately on demand reimburse any Revolving Guarantee Facility Lender for any payment it makes to the Issuing Bank under this Clause 7.3 (Indemnities) in respect of such Letter of Creditthat Bank Guarantee.
(fe) The obligations of the Obligors and each Revolving Guarantee Facility Lender under this Clause 7.3 (Indemnities) are continuing obligations and will extend to the ultimate balance of all sums payable by the Obligors or that Revolving Guarantee Facility Lender under or in connection with respect of any Letter of CreditBank Guarantee, regardless of any intermediate payment or discharge in whole or in part.
(gf) The obligations of the Obligors and each Revolving any Guarantee Facility Lender under this Clause 7.3 (Indemnities) will not be affected by any act, omission omission, matter or thing which, but for this provisionClause, would reduce, release or prejudice any of its obligations under this Clause 7.3 (Indemnities) (without limitation and whether or not known to it or any other person). This includes) including:
(i) any time time, waiver or waiver consent granted to, or composition with, any Obligor, any beneficiary under a Bank Guarantee or other person;
(ii) any the release of any other Obligor or any other person under the terms of any composition or arrangementarrangement with any creditor of any member of the Group or any other person;
(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 person;
(iv) Obligor, any non-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;
(viv) 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 Bank Guarantee or any other person;
(viv) any amendment (however fundamental) or replacement of a Finance Document, any Letter of Credit Bank Guarantee or any other document or security;
(viivi) any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document, any Letter of Credit Bank Guarantee or any other document or security; or
(viiivii) any insolvency or similar proceedings.
Appears in 1 contract
Sources: Facility Agreement (Cascal B.V.)