Lenders’ indemnity to the Agent and the Security Agent Sample Clauses
POPULAR SAMPLE Copied 4 times
Lenders’ indemnity to the Agent and the Security Agent. Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify each of the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent or the Security Agent (otherwise than by reason of the Agent's or the Security Agent's gross negligence or wilful misconduct) in acting as Agent or as Security Agent under the Finance Documents (unless the Agent or the Security Agent has been reimbursed by an Obligor pursuant to a Finance Document).
Lenders’ indemnity to the Agent and the Security Agent. (a) Prior to the Senior Discharge Date each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent or the Security Agent (otherwise than by reason of its fraud, gross negligence or wilful misconduct) in acting as Agent or, as the case may be, Security Agent under the Finance Documents (unless it has been reimbursed by an Obligor pursuant to a Finance Document) (“Indemnified Costs”).
(b) After the Senior Discharge Date:
(i) with respect to those Indemnified Costs which accrue from prior to the Senior Discharge Date, each Lender and each Hedging Bank shall (in the proportions as set out in paragraph (i) and (ii) below) indemnify the Agent and the Security Agent, within three Business Days of demand, against any Indemnified Costs, where
(A) the Lenders shall in aggregate indemnify half of the amount of any Indemnified Costs and each Lender shall bear such amount in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero; and
(B) the Hedging Banks shall in aggregate indemnify half of the amount of any Indemnified Costs and each Hedging Bank shall bear such amount in proportion to its ▇▇▇▇ to market exposure in respect of its transactions under the Hedging Documents to the Total MtM Exposure or, if the Total MtM Exposure is then zero, to its share of the Total MtM Exposure immediately prior to its reduction to zero.
(ii) with respect to those Indemnified Costs which accrue after the Senior Discharge Date, each Hedging Bank shall (in proportion to its ▇▇▇▇ to market exposure in respect of its transactions under the Hedging Documents to the Total MtM Exposure or, if the Total MtM Exposure is then zero, to its share of the Total MtM Exposure immediately prior to its reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any Indemnified Costs.
Lenders’ indemnity to the Agent and the Security Agent. (a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent or the Security Agent, as the case may be (otherwise than by reason of the fraud, gross negligence or wilful misconduct of the Agent or the Security Agent) (or, in the case of any cost, loss or liability pursuant to Clause 31.11 (
Lenders’ indemnity to the Agent and the Security Agent. Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability including without limitation for negligence or any other category of liability whatsoever incurred by the Agent or the Security Agent (otherwise than by reason of its gross negligence or wilful misconduct) (or in the case of any cost, loss or liability pursuant to Clause 33.11 (
Lenders’ indemnity to the Agent and the Security Agent. Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability including without limitation for negligence or any other category of liability whatsoever incurred by the Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security Agent’s gross negligence or wilful misconduct) in acting as Agent or, as the case may be, Security Agent under the Finance Documents (unless the Agent or the Security Agent has been reimbursed by an Obligor pursuant to a Finance Document).
Lenders’ indemnity to the Agent and the Security Agent. Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent or the Security Agent (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) (or, in the case of any cost, loss or liability pursuant to Clause 31.10 (Disruption to payment systems etc.) notwithstanding the Agent’s or the Security Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or the Security Agent, in acting as Agent or, as the case may be, Security Agent under the Finance Documents (unless the Agent has been reimbursed by an Obligor pursuant to a Finance Document).
Lenders’ indemnity to the Agent and the Security Agent. (a) Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability including, without limitation, for negligence or any other category of liability whatsoever incurred by the Agent or the Security Agent (otherwise than by reason of the Agent’s or the Security Agent’s gross negligence or wilful misconduct) (or in the case of any cost, loss or liability pursuant to Clause 28.11 (Disruption to payment systems etc.) notwithstanding the Agent’s or the Security Agent’s negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or the Security Agent) in acting as Agent or, as the case may be, Security Agent under the Finance Documents (unless the Agent or the Security Agent has been reimbursed by an Obligor pursuant to a Finance Document).
(b) Subject to paragraph (c) below, the Company shall immediately on demand reimburse any Lender for any payment that Lender makes to the Agent or Security Agent pursuant to paragraph (a) above.
(c) Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement is related to the liability of the Agent or Security Agent to an Obligor.
Lenders’ indemnity to the Agent and the Security Agent. Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability (including for negligence or any other category of liability whatsoever) incurred by the Agent or the Security Agent (as applicable) (otherwise than by reason of the Agent’s or the Security Agent’s (as applicable) gross negligence or wilful misconduct) (or in the case of any costs, loss or liability pursuant to Clause 31.10 (Disruption to payment systems etc.) notwithstanding the Agent’s or the Security Agent’s (as applicable) 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 (unless the Agent or the Security Agent (as applicable) has been reimbursed by an Obligor pursuant to a Finance Document).
Lenders’ indemnity to the Agent and the Security Agent. Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent and the Security Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent or the Security Agent (otherwise than by reason of its gross negligence or wilful misconduct) in acting as Agent or, as the case may be, Security Agent under the Finance Documents (unless it has been reimbursed by the Parent or an Obligor pursuant to a Finance Document).
Lenders’ indemnity to the Agent and the Security Agent. Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify each of the Agent and the Security Agent, within three (3) Business Days of demand, against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Agent and the Security Agent (otherwise than by reason of its gross negligence or wilful misconduct) notwithstanding its negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of the Agent or the Security Agent in acting as Agent or the Security Agent under the Finance Documents (unless the Agent or the Security Agent has been reimbursed by the Borrower pursuant to a Finance Document).