Common use of Expenses and Payments Clause in Contracts

Expenses and Payments. 19.1 I (We) shall indemnify and hold the Bank harmless from and against any and all consequences which may arise or result from providing any banking facilities or other accommodation or services to me (us) (including, without limitation, as a consequence of the holding or dealing with by the Bank of any property or assets secured by me (us) pursuant hereto) and shall reimburse the Bank upon demand for any payment, loss liability, cost, expense or damage which the Bank may make, suffer, sustain or pay by reason or on account thereof and shall upon request appear and defend at my (our) own cost and expense any action which may be brought against the Bank in connection therewith. I (We) shall pay or reimburse to the Bank immediately upon demand and/or the Bank shall be entitled to debit any of my (our) accounts with all commissions and other charges usually charged by the Bank whether or not previously notified to me (us) and all other costs, charges and expenses incurred by the Bank in connection with the establishment, enforcement or preservation of any of its rights under any banking facilities, this Agreement or any other agreements including, but not limited to, the fees and expenses of any legal advisers (on a full indemnity basis). 19.2 All sums payable to the Bank by me (us) shall be paid in full without set-off, counterclaim or any other restriction or condition and free and clear of any tax or other deductions or withholdings of any nature (including any deduction or withholding required by (a) sections 1471 to 1474 of the US Internal Revenue Code of 1986or any associated regulations or other official guidance, or (b) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above, or (c) any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction (“FATCA”)), in freely transferable funds and otherwise in the manner customary for payments in the required currency and to such account with such bank as the Bank shall notify to us from time to time. If I (we) or any other person shall be required by any law or regulation to make any deduction or withholding (including any deduction or withholding required by the FATCA) on account of tax or otherwise from any payment, I (we) shall, together with such payment, pay to the Bank such additional amount as will ensure that the Bank receives free and clear of any tax or other deductions or withholdings the full amount which it would have received if no such deduction or withholding (including any deduction or withholding required by the FATCA) had been required and we will provide the Bank with evidence that the amount of such deduction has been paid to the relevant authority by forwarding to the Bank an official receipt as soon as received by us. We irrevocably authorise the Bank to debit to any account we may have with the Bank all or any amounts due from us to the Bank in connection with this Agreement.