Common use of Indemnification; Nature of Issuing Bank's Duties Clause in Contracts

Indemnification; Nature of Issuing Bank's Duties. In addition to other amounts payable as provided in this Section 2.21, Company hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Issuing Bank may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit by Issuing Bank, other than as a result of (x) the gross negligence or willful misconduct of Issuing Bank as determined by a final judgment of a court of competent jurisdiction or (y) subject to the following clause (ii), the wrongful dishonor by Issuing Bank of a proper demand for payment made under any Letter of Credit issued 44. by it or (ii) the failure of Issuing Bank to honor a drawing under any 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 (all such acts or omissions herein called "Governmental Acts").