Common use of Indemnification; Exoneration Clause in Contracts

Indemnification; Exoneration. (a) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank), indemnify, and save the Agent, each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby for whose account such Issuing Bank has Issued a Letter of Credit agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Administrative Agent, each such Issuing Bank and each Lender under the applicable Credit Facility harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' ’ fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance Issuance of any such Letter of Credit other than as a result of the gross negligence or willful misconduct of the such Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the such Issuing Bank issuing Issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (a) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Administrative Agent, each CoAgent, each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such CoAgent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance Issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined in a final, non-appealable judgment by a court of competent jurisdiction, or (Bii) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby for whose account such Issuing Bank has Issued a Letter of Credit agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Administrative Agent, each such Issuing Bank and each Lender under the applicable Credit Facility harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance Issuance of any such Letter of Credit other than as a result of the gross negligence or willful misconduct of the such Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the such Issuing Bank issuing Issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (aA) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Administrative Agent, each Co-Agent, each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Co-Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance Issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (Bii) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)Banks, the Borrowers hereby jointly and severally agree to defend, indemnify, and save the Administrative Agent, the Co-Agents, each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, Co-Agents, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the an Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, each Borrower the Borrowers hereby agrees agree to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Administrative Agent, each the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance Issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, each the Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Collateral Agent, each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneysreasona-ble attor-neys' fees but excluding net income taxes) which the Collateral Agent, such Issuing Bank or such Lender may incur or be subject to as a consequenceconse-quence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence negli-gence or willful misconduct of the Issuing Bank, as determined by a court of competent com-petent jurisdiction, or (B) the failure of the Issuing Issu-ing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Govern- mental Authority.

Indemnification; Exoneration. (aA) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby for whose account such Issuing Bank has Issued a Letter of Credit agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Agent, each such Issuing Bank and each Lender under the applicable Credit Facility harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance Issuance of any such Letter of Credit other than as a result of the gross negligence or willful misconduct of the such Issuing Bank, as determined by a court of competent jurisdiction, or (Bii) the failure of the such Issuing Bank issuing Issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, each the Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Payment and Disbursement Agent, each Issuing Bank Bank, and each other Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Payment and Disbursement Agent, such the Issuing Bank Banks, or such other Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, the Lead Agent and each other Bank, the Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save harmless the Lead Agent, each Issuing Bank Bank, and each Lender harmless other Bank from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), reasonable costs, reasonable charges and reasonable expenses (including reasonable attorneys' fees but excluding taxes) which the Lead Agent, such the Issuing Bank Banks, or such Lender other Bank may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the applicable Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the applicable Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby for whose account such Issuing Bank has Issued a Letter of Credit agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Administrative Agent, each such Issuing Bank and each Lender under the applicable Credit Facility harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance Issuance of any such Letter of Credit other than as a result of the gross negligence or willful misconduct of the such Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the such Issuing Bank issuing Issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO government or Governmental Authority.

Indemnification; Exoneration. (a) In addition to all other amounts payable to an Issuing Bank, each the Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Payment and Disbursement Agent, each Issuing Bank Bank, and each other Lender harmless from and against any and all claims, demandsde mands, liabilities, penalties, damages, losses (other than loss of profitsprof its), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Payment and Disbursement Agent, such the Issuing Bank Banks, or such other Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental AuthorityAu thority.

Indemnification; Exoneration. (a) In addition to all other amounts payable to an Issuing Bank, each Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative Agent and reasonably acceptable to the Issuing Bank), indemnify, and save the Agent, each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Agent, such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (a) 3.1.5.0.1. In addition to all other amounts payable to an Issuing Bank, each the Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Payment and Disbursement Agent, each Issuing Bank Bank, and each other Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Payment and Disbursement Agent, such the Issuing Bank Banks, or such other Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.

Indemnification; Exoneration. (ai) In addition to all other amounts payable to an Issuing Bank, each the Borrower hereby agrees to defend (by counsel selected by Borrowers' Representative and reasonably acceptable to the Issuing Bank)defend, indemnify, and save the Administrative Agent, each Issuing Bank Bank, and each other Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), reasonable costs, reasonable charges and reasonable expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, such the Issuing Bank Banks, or such other Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (B) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority.