Offer indemnity Clause Samples
Offer indemnity. (a) In this Subclause, relevant litigation means any litigation proceeding, arising, pending or threatened against the Finance Parties or any of them in connection with or arising out of the Offer (whether or not made) or the financing of, or the commitment to finance, the Offer.
(b) The Company must indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of any relevant litigation, unless it is caused by the gross negligence or wilful misconduct of that Finance Party or a breach of that Finance Party’s obligation to make or provide Utilisations under this Agreement.
(c) The relevant Finance Party must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress.
(d) The relevant Finance Party must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable and save to the extent the Company’s interests conflict with those of the relevant Finance Party) both its interests and the interests of the Company.
(e) The relevant Finance Party may only concede or compromise any claim in respect of any relevant litigation if it has consulted the Company before so doing.
(f) Notwithstanding paragraphs (c) to (e) above, the relevant Finance Party is not required to disclose to the Company any matter in respect of which it is under a duty of non-disclosure or which subject to any attorney/client privilege; or
(g) The Company must keep confidential any information disclosed by the relevant Finance Party to it under this Subclause, unless required to disclose by any applicable laws or regulations or competent court and except to its financial and legal advisors.
Offer indemnity. (a) The Company must indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of any litigation proceeding, arising, pending or threatened against that Finance Party in connection with or arising out of any Finance Document or the Offer (whether or not made), unless it is caused by the gross negligence or wilful misconduct of that Finance Party.
(b) Each Finance Party must notify the Company of any claim or potential claim under this Clause promptly upon becoming aware of it. A Finance Party will not settle any claim, without prior consultation with the Company and, to the extent it does not prejudice that Finance Party, taking into account the Company's interests.
Offer indemnity. (a) Aegis shall whether or not the transactions contemplated, the Finance Documents and the Offer Documents are consummated, indemnify the Bank and its respective officers, directors and employees (each, an "INDEMNITEE" and collectively, the "INDEMNITEES") from and hold each of them harmless against any and all losses, claims, damages, costs, expenses and liabilities, joint or several to which any such Indemnitee may be or may become subject resulting from, arising out of or by reason of: (a) its agreement to make the Facilities available for the purposes of the Offer;
(b) the use or intended use of the proceeds of any advance under either Facility for the purposes of the Offer; or
(c) the Offer (whether or not made) or any acquisition by any member of the Group or any person acting in concert with any member of the Group of any shares in Market Facts,
Offer indemnity. (a) In this Subclause, relevant litigation means any litigation proceeding, arising, pending or threatened against the Finance Parties or any of them in connection with or arising out of the Offer (whether or not made) or the financing of, or the commitment to finance, the Offer or any refinancing of indebtedness contemplated hereby.
(b) The Company must indemnify each Finance Party against any loss or liability which that Finance Party incurs as a consequence of any relevant litigation, unless it is caused by the gross negligence or wilful misconduct of that Finance Party or a breach of that Finance Party’s obligation to make or provide Utilisations under this Agreement.
(c) The relevant Finance Party must notify the Company promptly upon becoming aware, and in reasonable detail, of any relevant litigation and must keep the Company informed of its progress.
(d) The relevant Finance Party must conduct any relevant litigation in good faith and will give careful consideration to the views of the Company in relation to the appointment of professional advisers and the conduct of the litigation taking into account (to the extent practicable and save to the extent the Company’s interests conflict with those of the relevant Finance Party) both its interests and the interests of the Company.
Offer indemnity. The Parent and Loan Noteco will jointly and severally on demand indemnify each Mezzanine Finance Party and each of their respective Affiliates, directors, officers, employees or agents (each an "Indemnified Party") from and against any and all losses, liabilities, claims, costs and expenses (including legal fees) which the relevant Indemnified Party may suffer or incur (unless caused by the gross negligence or wilful misconduct of the Indemnified Party) arising out of or in connection with any actual or potential legal action or other proceedings arising out of or relating to the Offer, the financing of the Offer or any purchase of shares in the Target
Offer indemnity. The Parent, US Bidco, Jersey Holdco and Jersey Bidco will jointly and severally on demand indemnify each Finance Party and each of their respective Affiliates, directors, officers, employees or agents (each an "INDEMNIFIED PARTY") from and against any and all losses, liabilities, claims, costs and expenses (including legal fees) which the relevant Indemnified Party may suffer or incur (unless caused by the gross negligence or wilful misconduct of the Indemnified Party) arising out of or in connection with any actual or potential legal action or other proceedings arising out of or relating to the Offers, the financing of the Offers or any purchase of shares in the Targets.
Offer indemnity. The Parent and Loan Noteco will jointly and severally on demand indemnify each Finance Party and each of their respective Affiliates, directors, officers, employees or agents (each an "Indemnified Party") from and against any and all losses, liabilities, claims, costs and expenses (including legal fees) which the relevant Indemnified Party may suffer or incur (unless caused by the gross negligence or wilful misconduct of the Indemnified Party) arising out of or in connection with any actual or potential legal action or other proceedings arising out of or relating to the Offer, the financing of the Offer or any purchase of shares in the Target.
Offer indemnity. The Company will indemnify each Finance Party and each of their respective Affiliates and directors, officers, agents and employees (each, an "Indemnified Person") against all losses, claims, damages, liabilities, charges and related expenses incurred, if any, as a result of the making available of credit facilities under this Agreement in connection with the making of the offer by the Company for the shares in the Target or the implementation of the Acquisition except to the extent that the same results from the Indemnified Person's negligence or wilful default.