Banks’ Indemnification. Each Bank shall, ratably in accordance with its Percentage Share, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or the LC Issuer's failure to pay under any Facility LC after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.20 or any action taken or omitted by such indemnitees hereunder.
Banks’ Indemnification. Each Bank shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer (in such LC Issuer’s capacity as an LC Issuer), its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Company) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct as determined in a final, non-appealable judgment by a court of competent jurisdiction or such LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Article III or any action taken or omitted by such indemnitees hereunder (in such LC Issuer’s capacity as an LC Issuer).
Banks’ Indemnification. Each Bank shall, ratably in accordance with its Pro Rata Share, indemnify each applicable Issuer and its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Company) against any cost, expense (including reasonable counsel fees and charges), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or such Issuer’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit) that such indemnitees may suffer or incur in connection with this Section 2.16 or any action taken or omitted by such indemnitees hereunder.
Banks’ Indemnification. Each Bank shall, ratably in accordance with its Pro Rata Share, indemnify each LC Issuer (in such LC Issuer’s capacity as an LC Issuer), its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Company) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct or such LC Issuer’s failure to pay under any Facility LC issued by it after the presentation to it of a request strictly complying with the terms and conditions of the Facility LC) that such indemnitees may suffer or incur in connection with this Article III or any action taken or omitted by such indemnitees hereunder (in such LC Issuer’s capacity as an LC Issuer).
Banks’ Indemnification. 20 3.11 Rights as a Bank.......................................................................... 20
Banks’ Indemnification. Each Bank shall, ratably in accordance with its Facility A Percentage, indemnify the LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including, without limitation, reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or the LC Issuer's failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of the Letter of Credit) that such indemnitees may suffer or incur in connection with this Section 2.20 or any action taken or omitted by such indemnitees hereunder.
Banks’ Indemnification. Each Bank shall, ratably in accordance with its Pro Rata Share, indemnify each applicable Issuer and its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Company) against any cost, expense (including reasonable counsel fees and charges), claim, demand, action, loss or liability (except such as result from such indemnitees’ gross negligence or willful misconduct (as determined in a final non-appealable judgment by a court of competent jurisdiction) or such Issuer’s failure to pay under any Letter of Credit after the presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit) that such indemnitees may suffer or incur in connection with this Section 2.16 or any action taken or omitted by such indemnitees hereunder.
Banks’ Indemnification. The Bank hereby agrees to indemnify and to hold harmless the Funds and Voyageur and each person, if any, who controls the Funds or Voyageur within the meaning of Section 15 of the Securities Act of 1933 (the "Act"), from and against any and all losses, claims, demands or liabilities to which the Funds or Voyageur may become subject under the Act, or otherwise, insofar as such losses, claims, demands or liabilities (or actions in respect thereof) arise out of or are based upon any unauthorized use of sales materials by the Bank or its representatives or upon alleged misrepresentations or omission to state material facts in connection with statements made by the Bank or its representatives orally or by other means; and the Bank will reimburse the Funds and Voyageur for any legal or other expenses reasonably incurred in connection with the investigation or defense or any such action or claim. Voyageur shall, after receiving the first summons or other legal process disclosing the nature of the action being served upon Voyageur or the Funds, in any proceeding in respect of which indemnity may be sought by the Funds or Voyageur hereunder, notify the Bank in writing of the commencement thereof within a reasonable time. In case any such litigation be brought against the Funds or Voyageur, Voyageur shall notify the Bank of the commencement thereof and the Bank shall be entitled to participate in (and to the extent the Bank shall wish, to direct) the defense thereof at the Bank's expense, but such defense shall be conducted by counsel of good-standing satisfactory to the Funds and Voyageur. If the Bank shall fail to provide such defense, Voyageur or the Funds may defend such action at the Bank's cost and expense. The Bank's obligation under this paragraph shall survive the termination of this Agreement.
Banks’ Indemnification. Each Bank shall, ratably in accordance with its ---------------------- Pro Rata Share, indemnify each LC Issuer, its affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Borrower) against any cost, expense (including reasonable counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitees' gross negligence or willful misconduct or such LC Issuer's failure to pay under any Facility LC of such LC Issuer after the presentation to it of a request strictly complying with the terms and conditions of such Facility LC) that such indemnitees may suffer or incur in connection with this Section 2.16 or any action taken or omitted by such indemnitees hereunder.
Banks’ Indemnification. 20 EXISTING FACILITY LC SCHEDULE L/C EFFECTIVE EXPIRATION UNDRAWN STATED ACCOUNT PARTY NUMBER ISSUER BENEFICIARY DATE DATE AMOUNT ---------------- --------- -------- -------------------------------------- --------- ---------- -------------- CONSUMERS ENERGY 00000000 Bank One Michigan Dept of Environmental Quality 05/19/03 05/19/04 $ 500,000.00 00000000 Bank One Michigan Dept of Environmental Quality 05/19/03 05/19/04 $1,000,000.00 00000000 Bank One Michigan Dept of Environmental Quality 05/19/03 05/19/04 $1,000,000.00 00000000 Bank One Michigan Dept of Environmental Quality 05/19/03 05/19/04 $1,000,000.00 00000000 Bank One Michigan Dept of Environmental Quality 05/19/03 05/19/04 $1,000,000.00 00000000 Bank Xxx Xxxx xx Xxxxxxxx Xxxxxxx, Xxxxxxxx 05/19/03 05/19/04 $ 10,000.00 00000000 Bank One Charter Township of Oakland 05/19/03 05/19/04 $ 25,463.00 00000000 Bank One Michigan Dept of Environmental Quality 05/19/03 05/19/04 $2,000,000.00 TABLE OF CONTENTS (continued)
