Indemnity to the Security Agent Sample Clauses
The 'Indemnity to the Security Agent' clause requires parties to compensate the security agent for any losses, liabilities, or expenses incurred while performing their duties under the agreement. Typically, this indemnity covers costs arising from enforcing security interests, defending legal claims, or managing the secured assets, provided the agent acts in good faith and within the scope of their authority. The core function of this clause is to protect the security agent from personal financial risk, ensuring they can act on behalf of the lenders without fear of incurring unreimbursed costs.
Indemnity to the Security Agent. (a) Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them:
(i) in relation to or as a result of:
(A) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(B) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(C) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(D) any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(E) any action by any Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
(F) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents.
(ii) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.6 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
Indemnity to the Security Agent. (a) Each Obligor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:
(i) the taking, holding, protection or enforcement of the Transaction Security,
(ii) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; or
(iii) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.
(b) The Security Agent may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 18.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.
(c) The provisions of this Clause 18.4 shall survive the resignation of the Security Agent, the termination of the appointment of the Security Agent and the discharge of this Agreement.
Indemnity to the Security Agent. (A) Each Obligor jointly and severally shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:
(1) any failure by an Obligor to comply with its obligations under Clause 15 (Costs and expenses);
(2) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(3) the taking, holding, protection or enforcement of the Transaction Security;
(4) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(5) any default by an Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; or
(6) acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Secured Assets (otherwise, in each case, than by reason of the relevant Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(B) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Secured Assets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 13.4 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.
Indemnity to the Security Agent. 16.4.1 Each Obligor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:
(a) the taking, holding, protection or enforcement of the Transaction Security;
(b) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law; and
(c) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents.
16.4.2 The Security Agent may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in Clause 16.4.1 and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all moneys payable to it.
Indemnity to the Security Agent. The Borrower shall promptly indemnify the Security Agent against any cost, loss or liability incurred by the Security Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is a Default or a Sanctions Event;
(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
(c) instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under this Agreement.
Indemnity to the Security Agent. (a) Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them:
(i) in relation to or as a result of:
(A) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
(B) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(C) the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
Indemnity to the Security Agent. The Borrower and the Guarantor shall promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any of them as a result of:
Indemnity to the Security Agent. The Company shall on demand indemnify the Security Agent against any cost, loss or liability incurred by the Security Agent (acting reasonably) as a result of:
(a) investigating any event which it reasonably believes is an event of default or potential event of default, however described;
(b) acting or relying on any notice, request or instruction which it believes to be genuine, correct and appropriately authorised;
(c) the protection or enforcement of the Transaction Security,
(d) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent by the Secured Finance Documents or by law; or
(e) any default by any Issuer Group Company in the performance of any of the obligations expressed to be assumed by it in the Secured Finance Documents.
Indemnity to the Security Agent. (a) The Borrower shall promptly indemnify the Security Agent against any cost, loss or liability incurred by the Security Agent as a result of:
(i) the protection or enforcement of a Lien expressed to be created under a Security Document; or
(ii) the exercise of any of the rights, powers, discretions and remedies vested in it by the Finance Documents or by law.
(b) The Security Agent may, in priority to any payment to other Finance Parties, indemnify itself out of the assets subject to a Lien expressed to be created under the Security Documents in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 15.4.
Indemnity to the Security Agent. (a) The Borrowers shall (or shall procure that an Obligor will) promptly indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability incurred by any Secured Party:
(i) in relation to or as a result of:
(A) the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
(B) the exercise of any of the rights, powers, discretions and remedies vested in the Security Agent and each Receiver and Delegate by the Finance Documents or by law;
(C) any default by any Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents; and
(D) any action by any Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security,
(ii) which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise than as a result of the Security Agent’s, Receiver’s or Delegate’s gross negligence or wilful misconduct).
(b) The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the Charged Property in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 (Indemnity to the Security Agent) and shall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.