INDEMNIFICATION; NATURE OF AGENT'S DUTIES. (a) In addition to amounts payable elsewhere provided in this Agreement, without duplication, the Borrower hereby agrees to protect, indemnify, pay and save the Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of the Borrower, other than as a result of the gross negligence or willful misconduct of the Agent; (ii) the failure of the Agent to honor a drawing under any Letter of Credit due to any act or omission (whether rightful or wrongful) of any present or future de jure or de facto government or ------- -------- governmental authority; or (iii) any confirmation of any Letter of Credit obtained by the Agent with the consent of the Borrower. (b) Notwithstanding any other provision contained in this Agreement, the Agent shall not be obligated to issue any Letter of Credit, nor shall any Lender be obligated to purchase its participation in any Letter of Credit to be issued hereunder, if the issuance of such Letter of Credit or purchase of such participation shall have become unlawful or prohibited by compliance by Agent or such Lender in good faith with any law, governmental rule, guideline, request, order, injunction, judgment or decree (whether or not having the force of law); provided that in the case of the obligation of a Lender to purchase such -------- participation, such Lender shall have notified the Agent to such effect in writing at least ten (10) Business Days' prior to the issuance thereof by the Agent, which notice shall relieve the Agent of its obligation to issue such Letter of Credit pursuant to the L/C Subcommitment.
Appears in 1 contract
Samples: Credit Agreement (Krystal Company)
INDEMNIFICATION; NATURE OF AGENT'S DUTIES. (ai) In addition to amounts payable as elsewhere provided in this the Agreement, without duplication, the Borrower hereby agrees to pay and to protect, indemnify, pay and save the harmless Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursementsattorneys' fees) which the Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of Agent seeking indemnification or of any L/C Issuer to honor a demand for the account payment under any Letter of the BorrowerCredit or guaranty thereof as a result of any act or omission, whether rightful or wrongful, of any present or future de jeure or de facto government or governmental authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the Agent; Agent (as finally determined by a court of competent jurisdiction).
(ii) As between Agent and Borrower, Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by beneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law Agent shall not be responsible: (A) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (B) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason; (C) for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment under such Letter of Credit; provided, that, in the case of any payment by Agent or the L/C Issuer under any Letter of Credit or guaranty thereof, Agent or the L/C Issuer shall be liable to honor the extent such payment was made solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of Credit or guaranty thereof complies on its face with any applicable requirements for a demand for payment under such Letter of Credit or guaranty thereof; (D) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) for errors in interpretation of technical terms; (F) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit or guaranty thereof or of the proceeds thereof; (G) for the credit of the proceeds of any drawing under any Letter of Credit due to or guaranty thereof; and (H) for any act consequences arising from causes beyond the control of Agent. None of the above shall affect, impair, or omission (whether rightful or wrongful) prevent the vesting of any present of Agent's rights or future de jure powers hereunder or de facto government or ------- -------- governmental authority; or under the Agreement.
(iii) nothing contained herein shall be deemed to limit or to expand any confirmation of any Letter of Credit obtained by the Agent with the consent of the Borrower.
(b) Notwithstanding any other provision waivers, covenants or indemnities contained in this Agreementany letter of credit application, the Agent shall not be obligated to issue any Letter of Creditreimbursement agreement or similar document, nor shall any Lender be obligated to purchase its participation in any Letter of Credit to be issued hereunder, if the issuance of instrument or agreement between Borrower and such Letter of Credit or purchase of such participation shall have become unlawful or prohibited by compliance by Agent or such Lender in good faith with any law, governmental rule, guideline, request, order, injunction, judgment or decree (whether or not having the force of law); provided that in the case of the obligation of a Lender to purchase such -------- participation, such Lender shall have notified the Agent to such effect in writing at least ten (10) Business Days' prior to the issuance thereof by the Agent, which notice shall relieve the Agent of its obligation to issue such Letter of Credit pursuant to the L/C SubcommitmentIssuer.
Appears in 1 contract
INDEMNIFICATION; NATURE OF AGENT'S DUTIES. (a) In addition to amounts payable elsewhere provided in this Agreement, without duplication, the Borrower Company hereby agrees to protect, indemnify, pay and save the Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of the BorrowerCompany, other than as a result of the gross negligence or willful misconduct of the Agent; or (ii) the failure of the Agent to honor a drawing under any Letter of Credit due to any act or omission (whether rightful or wrongful) of any present or future de jure or de facto government or ------- -------- governmental authority; or (iii) any confirmation of any Letter of Credit obtained by the Agent with the consent of the Borrower.
(b) Notwithstanding any other provision contained in this Agreement, the Agent shall not be obligated to issue any Letter of Credit, nor shall any Lender be obligated to purchase its participation in any Letter of Credit to be issued hereunder, if the issuance of such Letter of Credit or purchase of such participation shall have become unlawful or prohibited by compliance by Agent or such Lender in good faith with any law, governmental rule, guideline, request, order, injunction, judgment or decree (whether or not having the force of law); provided that in the case of the obligation of a Lender to purchase such -------- participation, such Lender shall have notified the Agent to such effect in writing at least ten (10) Business Days' prior to the issuance thereof by the Agent, which notice shall relieve the Agent of its obligation to issue such Letter of Credit pursuant to the L/C SubcommitmentSection 2.04 and Section 2.05 hereof.
Appears in 1 contract
INDEMNIFICATION; NATURE OF AGENT'S DUTIES. (a) In addition to amounts payable elsewhere provided in this Agreement, without duplication, the Borrower hereby agrees to protect, indemnify, pay and save the Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of the Borrower, other than as a result of the gross negligence or willful misconduct of the AgentAgent or such Lender, as the case may be; (ii) the failure of the Agent to honor a drawing under any Letter of Credit due to any act or omission (whether rightful or wrongful) of any present or future de jure or de facto government or ------- -------- governmental authority; or (iii) any confirmation of any Letter of Credit obtained by the Agent with the consent of the Borrower.
(b) As between the Borrower and the Agent, the Borrower assumes all risk of the acts and omissions of, or misuse of, the Letters of Credit issued by the Agent, by the respective beneficiaries of such Letters of Credit, other than losses resulting from the gross negligence and willful misconduct of the Agent. In furtherance and not in limitation of the foregoing but subject to the exception for the Agent's gross negligence or willful misconduct set forth above, the Agent shall not be responsible (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof in whole or in part which may prove to be invalid or ineffective for any reason; (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with the conditions required in order to draw upon such Letter of Credit; (iv) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex, telecopy or otherwise; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit; and (viii) for any consequences arising from causes beyond the control of the Agent.
(c) Notwithstanding any other provision contained in this Agreement, the Agent shall not be obligated to issue any Letter of Credit, nor shall any Lender be obligated to purchase its participation in any Letter of Credit to be issued hereunder, if the issuance of such Letter of Credit or purchase of such participation shall have become unlawful or prohibited by compliance by Agent or such Lender in good faith with any law, governmental rule, guideline, request, order, injunction, judgment or decree (whether or not having the force of law); provided that in the case of the obligation of a Lender to purchase such -------- participation, such Lender shall have notified the Agent to such effect in writing at least ten (10) Business Days' prior to the issuance thereof by the Agent, which notice shall relieve the Agent of its obligation to issue such Letter of Credit pursuant to the L/C SubcommitmentSection 2.05 and Section 2.06 hereof. -27- 34 ARTICLE III.
Appears in 1 contract
INDEMNIFICATION; NATURE OF AGENT'S DUTIES. (a) In addition to amounts payable elsewhere provided in this Agreement, without duplication, the Borrower Revolving Borrowers, jointly and severally, hereby agrees agree to protect, indemnify, pay and save the Agent and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorney's fees and disbursements) which the Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit for the account of the any Revolving Borrower, other than as a result of the gross negligence or willful misconduct of the Agent; (ii) the failure of the Agent to honor a drawing under any Letter of Credit due to any act or omission (whether rightful or wrongful) of any present or future de jure or de facto government or ------- -------- governmental authority; or (iii) any confirmation of any Letter of Credit obtained by the Agent with the consent of the BorrowerRevolving Borrowers.
(b) Notwithstanding any other provision contained in this Agreement, the Agent shall not be obligated to issue any Letter of Credit, nor shall any Lender be obligated to purchase its participation in any Letter of Credit to be issued hereunder, if the issuance of such Letter of Credit or purchase of such participation shall have become unlawful or prohibited by compliance by Agent or such Lender in good faith with any law, governmental rule, guideline, request, order, injunction, judgment or decree (whether or not having the force of law); provided that in the case of the obligation of a Lender to purchase such -------- participation, such Lender shall have notified the Agent to such effect in writing at least ten (10) Business Days' prior to the issuance thereof by the Agent, which notice shall relieve the Agent of its obligation to issue such Letter of Credit pursuant to the L/C SubcommitmentSection 3.04 and Section 3.05 hereof.
Appears in 1 contract
Samples: Credit Agreement (Dyersburg Corp)
