Indemnity by the Issuer. The Issuer shall indemnify and hold harmless (the Issuer in such case, the “Indemnifying Party”) the Collateral Manager, its Affiliates, and their respective Related Persons (such parties collectively in such case, the “Indemnified Parties”) from and against any and all losses, claims, damages, judgments, assessments, costs or other liabilities (collectively, “Losses”) (as Administrative Expenses) and will promptly reimburse each such Indemnified Party for all reasonable fees and expenses incurred by an Indemnified Party with respect thereto (including, without limitation, reasonable fees and expenses of counsel and costs of collection) (collectively, “Expenses”) (as Administrative Expenses) arising out of or in connection with the issuance of the Securities (including, without limitation, any untrue statement of material fact or alleged untrue statement of material fact contained in the Offering Circular, or any omission or alleged omission to state in the Offering Circular a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, other than Collateral Manager Information), the transactions contemplated by the Offering Circular, the Indenture or this Agreement and any acts or omissions of any such Indemnified Party; provided that such Indemnified Party shall not be indemnified for any Losses or Expenses incurred as a result of any Collateral Manager Breach or any information contained under the headings “U.S. Credit Risk Retention” and “EU/UK Risk Retention Requirements—Description of the Retention Holder” in the Offering Circular as of the date made containing any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements in the Offering Circular, in light of the circumstances under which they were made, not misleading.
Indemnity by the Issuer. The Issuer undertakes to each Dealer that if that Dealer or any of that Dealer's Related Parties incurs any Loss arising out of, in connection with or based on:
Indemnity by the Issuer. In the event that any Agent, or any director, officer, employee, agent or controlling person of such Agent incurs any loss, liability, cost, claim, action, demand, damage or expense (including without limitation, properly incurred legal fees and any value added tax thereon) as a result of or in connection with its appointment or the exercise or non-exercise by it of its powers, discretions and duties, except such as may result from its own wilful default, fraud or gross negligence (in each case, a “Loss”), the Issuer will indemnify the relevant Agent for such Loss by paying to such Agent on demand an amount equal to such Loss. Without prejudice to the rights of the Agents to seek indemnity from the Issuer, each Agent shall, save to the extent that it is prohibited from doing so by applicable law or regulation, notify the Issuer promptly of any third party claim for which it may seek an indemnity from the Issuer. Notwithstanding the foregoing, under no circumstances will the Agents be liable to the Issuer or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. The provisions of this Clause 16.15 shall survive the resignation or removal of the Registrar or any other Agent and the termination of this Agreement.
Indemnity by the Issuer. The Issuer shall indemnify the Domiciliary Agent (together with the Domiciliary Agent’s directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions or demands which it may incur or which may be made against it as a result of or in connection with the appointment or the exercise of or performance of the powers, authorities and duties of Domiciliary Agent, as the case may be, under this Agreement relating to the Global Notes or Definitive Registered Notes, as the case may be, except such as may result from its own willful default, fraud, negligence, bad faith or failure to comply with its obligations hereunder or that of its officers, employees or agents provided, however that this Clause 11.1 shall not apply to the extent that the Domiciliary Agent would act for the Trustee in accordance with Clause 3.4 of this Agreement.
Indemnity by the Issuer. The Issuer will indemnify each Agent against any loss, liability, reasonable cost, claim, action or demand which it may properly incur or which may be made against it arising out of or in relation to or in connection with its appointment or the exercise of its function under this Agreement, except such as may result from a breach by it for this Agreement or its own misconduct, willful default, negligence or bad faith or that of its officers, employees, agents or any of them. The provisions of this Section 14.5 and of Sections 12.1 and 12.2 shall survive payment in full of all sums in respect of the Notes, the resignation or removal of such Agent and termination of this Agreement.
Indemnity by the Issuer. The Issuer will indemnify each Agent against any Losses which it may incur or which may be made against it arising out of or in relation to or in connection with the appointment of or the exercise of the powers and duties by any Agent under this Agreement, except to the extent that any Losses (i) have already been paid under Clause 12.2 (Costs); (ii) result from such Agent’s own gross negligence, wilful default or fraud or that of its officers or employees; or
Indemnity by the Issuer. The Issuer will indemnify each of the Agents against any losses, liabilities, costs, claims, actions, demands, damages or expenses which it may incur or which may be made against it as a result of or in connection with its appointment or the exercise or non-exercise by it of its powers, discretions and duties, except those may result from its own fraud, wilful misconduct or gross negligence or that of its directors, officers, employees or agents. Each Agent shall, to the extent permitted by laws, notify the Issuer promptly of any third party claim for which it may seek an indemnity from the Issuer and such Agent shall use its reasonable endeavours to co-operate with the Issuer in its defence of such claim. Except in the case of fraud, wilful misconduct or gross negligence on its part, no Agent shall be liable either for any act or omission under this Agreement, or if any Bond, Certificate, form of transfer or Conversion Notice shall be lost, stolen, destroyed or damaged. Notwithstanding the foregoing, under no circumstances will the Agents be liable to the Issuer or any other party to this Agreement for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage. The provisions of this Clause 16.8 shall survive the resignation or removal of any Agent or the Registrar and the termination of this Agreement. Amended and Restated Paying and Conversion Agency Agreement
Indemnity by the Issuer. The Issuer shall indemnify each of the Paying Agents (together with such Paying Agent’s directors, officers and employees) against any losses, liabilities, costs, expenses, claims, actions or demands which such Paying Agent may incur or which may be made against such Paying Agent as a result of or in connection with the appointment or the exercise of or performance of the powers, authorities and duties of such Paying Agent, as the case may be, under this Agreement relating to the Global Notes or Definitive Registered Notes, as the case may be, except such as may result from its own willful default, fraud, negligence, bad faith or failure to comply with its obligations hereunder or that of its officers, employees or agents provided, however that this Clause 11.1 shall not apply to the extent that any or all of the Paying Agents became Paying Agents of the Trustee in accordance with Clause 3.5 of this Agreement.
Indemnity by the Issuer. The Collateral Manager is entitled to indemnification by the Issuer under certain circumstances (as specified in the Collateral Management Agreement), which will be paid in accordance with the Payments Priorities.
Indemnity by the Issuer. Without prejudice to the right of indemnity by law given to supervisors or trustees, the Supervisor, its officers, directors, employees and every attorney, manager, agent or other similar person appointed by the Supervisor pursuant to this Deed shall be indemnified by the Issuer in respect of all liabilities and expenses incurred in the execution of or purported execution of the powers or trusts hereof and against all actions, proceedings, costs, claims and demands in respect of any matter or thing done or omitted, or in any way relating to the provisions of this Deed and the other Transaction Documents, subject to clause 15, and the Supervisor may retain and pay out of any monies in its hands arising from the trusts of this Deed all sums necessary to give effect to this indemnity and also the remuneration and disbursements of the Supervisor provided for in this Deed and the other Transaction Documents.
