Common use of Transaction indemnity Clause in Contracts

Transaction indemnity. (a) The Company shall (or shall procure that any member of the Group will) within five Business Days of demand indemnify the Lender, each Affiliate of the Lender and each officer or employee of the Lender or its Affiliate (each an "Indemnified Person"), against any cost, loss or liability incurred by the Lender or its Affiliate (or officer or employee of the Lender or Affiliate) in connection with or arising out of the Acquisition or the funding of the Acquisition (including but not limited to those incurred in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry concerning the Acquisition), unless such loss or liability is caused by fraud, the gross negligence or wilful misconduct of the Lender or its Affiliate (or employee or officer of the Lender or Affiliate) or results from the Lender or its Affiliate (or employee of officer of the Lender or Affiliate) breaching a material obligation under any Finance Documents. Any Affiliate or any officer or employee of the Lender or its Affiliate may rely on this paragraph (a) subject to clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act. (b) Any Indemnified Person may rely on this 14.3 subject to subject to clause 1.4 (Third Party Rights) and the provisions of the Third Parties Act.