Common use of Indemnity to the Agent Clause in Contracts

Indemnity to the Agent. Each Obligor shall, within five (5) Business Days of demand, indemnify the Agent against: (a) any cost, loss or liability incurred by it (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default; (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or (iv) being party to the ECA Cover Document (otherwise than by reason of the Agent's gross negligence or wilful misconduct); and (b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by it (otherwise than by reason of its gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 (Disruption to payment systems etc.), notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents or the ECA Cover Document.

Appears in 5 contracts

Sources: Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.), Loan Agreement (Norwegian Cruise Line Holdings Ltd.)

Indemnity to the Agent. Each Obligor shall, within five (5) Business Days of demand, The Issuer shall promptly indemnify the Agent against: (a) any cost, expense (including legal fees) loss or liability incurred by it the Agent: (i) (acting reasonably) as a result of: (iA) investigating any event which it reasonably believes is a Default;; or (iiB) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (iiiC) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement; or (ii) as a result of any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; orand (ivb) being party to any cost, expense (including legal fees), loss or liability incurred by the ECA Cover Document Agent (otherwise than by reason of the Agent's gross negligence or wilful misconduct); and (b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by it (otherwise than by reason of its gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 36.11 (Disruption to payment systems etc.), ) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents Documents. (c) This Clause 20.3 shall survive and continue in full force and effect notwithstanding the termination of this Agreement or the ECA Cover Documentretirement or termination of the appointment of the Agent.

Appears in 2 contracts

Sources: Note Subscription Agreement (CorpAcq Group PLC), Note Subscription Agreement (CorpAcq Group PLC)

Indemnity to the Agent. Each Obligor shall, within five (5) Business Days of demand, The Borrower shall promptly indemnify the Agent against: (a) any Any documented cost, loss or liability incurred by it the Agent (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default;; or (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or (iv) being party to the ECA Cover Document (otherwise than by reason of the Agent's gross negligence or wilful misconduct)this Agreement; and (b) any documented cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by it the Agent reasonably (otherwise than by reason of its the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 28.12 (Disruption to payment systems etc.), ) notwithstanding the Agent's ’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) in acting as Agent under the Finance Documents or the ECA Cover DocumentDocuments.

Appears in 2 contracts

Sources: Loan Agreement (Safe Bulkers, Inc.), Amending and Restating Agreement (Safe Bulkers, Inc.)

Indemnity to the Agent. Each Obligor shall, within five (5) Business Days of demand, The Borrower shall promptly indemnify the Agent against: (a) any cost, loss or liability incurred by it the Agent (acting reasonably) as a result of: (i) investigating any event which it reasonably believes is a Default;Default save that the Borrower shall not have to pay the cost of such investigation under this sub clause (i) if no Default is disclosed by the investigation; or (ii) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or (iii) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; or (iv) being party to the ECA Cover Document (otherwise than by reason of the Agent's gross negligence or wilful misconduct)this Agreement; and (b) any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by it the Agent (otherwise than by reason of its the Agent's gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 34.11 clause 30.10 (Disruption to payment systems Payment Systems etc.), ) notwithstanding the Agent's negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent) Agent in acting as Agent under the Finance Documents or the ECA Cover DocumentDocuments.

Appears in 1 contract

Sources: Sterling Term Facility Agreement (American Realty Capital Global Trust, Inc.)