Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTS"). (ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder. (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender. (iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement. (v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 4 contracts
Samples: Credit Agreement (Mg Waldbaum Co), Credit Agreement (Mg Waldbaum Co), Credit Agreement (Michael Foods Inc /Mn)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save hold each Issuing Lender harmless from and against, against any and all actual claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Issuing Lenders)) that such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance by such Issuing Lender of any Letter of Credit Credit, except to the extent resulting from the gross negligence or willful misconduct of such Issuing Lender as determined in a final non-appealable judgment of a court of competent jurisdiction, or (Bii) the failure of such Issuing Lender to honor a drawing under a Letter of Credit issued by such Issuing Lender 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the an Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit issued by such Issuing Lender by the beneficiary thereof. No Issuing Lender (including the Issuing Lender) shall be responsibleresponsible for: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such an Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the an Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lenders against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No Issuing Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the reasonable control of such Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (d) aboveSection 2.4 hereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the an Issuing Lender) Lender thereof to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such Issuing Lender, or (B) caused as determined in a final non-appealable judgment by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 4 contracts
Samples: Credit Agreement (Hyatt Hotels Corp), Credit Agreement (Hyatt Hotels Corp), Credit Agreement (Hyatt Hotels Corp)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencenegligence or bad faith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 4 contracts
Samples: Credit Agreement (Personnel Group of America Inc), Credit Agreement (Personnel Group of America Inc), Credit Agreement (Personnel Group of America Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension of, and not in limitation of of, the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 3 contracts
Samples: Credit Agreement (Pca International Inc), Credit Agreement (Pca International Inc), Credit Agreement (Pca International Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the applicable Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit on behalf such Borrower or one of its Subsidiaries or (Bii) the failure of such the Issuing Lender to honor a drawing under a Letter of Credit issued on behalf of such Borrower or one of its Subsidiaries 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower Credit Parties and the Lenders (including the Issuing Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for payment to the beneficiary of a Letter of Credit on a drawing by a beneficiary that substantially (but not strictly) complies with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing Except as provided in subsection (e) below, nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Company contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i), no 2.19 the Credit Party Parties shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 3 contracts
Samples: Credit Agreement (Lionbridge Technologies Inc /De/), Credit Agreement (Lionbridge Technologies Inc /De/), Credit Agreement (Lionbridge Technologies Inc /De/)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or as determined by a court of competent jurisdiction (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreeIT BEING THE INTENTION OF THIS PROVISION THAT SUCH INDEMNIFICATION OBLIGATION WILL BE APPLICABLE REGARDLESS OF WHETHER CAUSED IN WHOLE OR IN PART BY THE ORDINARY NEGLIGENCE OF ANY OF THE PARTIES BEING INDEMNIFIED).
Appears in 3 contracts
Samples: Credit Agreement (Consolidated Graphics Inc /Tx/), Credit Agreement (Consolidated Graphics Inc /Tx/), Credit Agreement (Consolidated Graphics Inc /Tx/)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 3 contracts
Samples: Credit Agreement (National Equipment Services Inc), Credit Agreement (M & M Properties Inc), Credit Agreement (National Equipment Services Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 3 contracts
Samples: Credit Agreement (U S Restaurant Properties Inc), Credit Agreement (Healthtronics Surgical Services Inc), Credit Agreement (U S Restaurant Properties Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 3 contracts
Samples: Credit Agreement (Pluma Inc), Credit Agreement (Simonds Industries Inc), Credit Agreement (Tripoint Global Communications Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Applicable Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender and each Revolving Lender, as the case may be, harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Issuing Lender or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit issued by such Issuing Lender for the account of such Borrower, or (Bii) the failure of such Issuing Lender to honor a drawing under a Letter of Credit issued by such Issuing Lender 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the any Applicable Borrower and each Issuing Lender and each Revolving Lender, as the Lenders (including the Issuing Lender)case may be, the such Applicable Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Neither any Issuing Lender (including the Issuing Lender) nor any Revolving Lender shall be responsibleresponsible for: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such any Issuing Lender or any Revolving Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender (including or any Revolving Lender, as the Issuing Lender)case may be, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such Revolving Lender under any resulting liability to the Borrower or any other Credit Partya Borrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Issuing Lender (including the Issuing Lender) and each Revolving Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Applicable Borrower, including, without limitation, any and all Government Actsrisks of the acts or omissions, whether rightful or wrongful, of any Governmental Authority. No Lender (including The Issuing Lenders and the Issuing Lender) shallRevolving Lenders shall not, in any way, be liable for any failure by such Issuing Lender or anyone else to pay any drawing under any Letter of Credit issued by such Issuing Lender as a result of any Government Acts or any other cause beyond the control of such LenderIssuing Lender and the Revolving Lenders.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations Reimbursement Obligation of the Applicable Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the any Applicable Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender which issued such Letter of Credit and the Revolving Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Applicable Borrower shall have any no obligation to indemnify any Issuing Lender or reimburse any Revolving Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising or such Revolving Lender, as the case may be, to the extent it arises out of the gross negligence, bad faith negligence or willful misconduct of such LenderIssuing Lender or such Revolving Lender as the case may be, or (B) caused respectively, as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of competent jurisdiction in a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreefinal judgment.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Alliance One International, Inc.), Credit Agreement (Alliance One International, Inc.)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower Xxxx hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Domestic Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a Domestic 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower Xxxx and the Lenders (including the Issuing Lender), the Borrower Xxxx shall assume all risks of the acts, omissions or misuse of any Domestic Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 any Domestic 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 Domestic Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Domestic Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunderunder the Credit Agreement.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Domestic Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower Xxxx or any other Credit Party. It is the intention of the parties that this the Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Domestic Letters of Credit, all of which risks are hereby assumed by the Borrower Xxxx (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Domestic Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower Xxxx contained in subsection (d) above. The obligations of the Borrower Xxxx under this subsection (ih) shall survive the termination of this the Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Domestic Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this the Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party Xxxx shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, the Issuing Lender or (B) caused by such the Issuing Lender's unlawful failure to pay under any Domestic Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreeCredit.
Appears in 2 contracts
Samples: Credit Agreement (Hunt Corp), Credit Agreement (Hunt Corp)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.5, the Borrower Company hereby agrees to pay, and protect, indemnify indemnify, pay and save hold the Issuing Lender and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that the Issuing Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit Credit, except to the extent resulting from the gross negligence or willful misconduct of the Issuing Lender or such Lender or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including Company, the Issuing Lender and each Lender), the Borrower Company shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lender nor any Lender shall be responsibleresponsible for: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender or any Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyCompany. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Company, including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations risks of the Borrower contained in subsection (d) above. The obligations acts or omissions, whether rightful or wrongful, of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.any
Appears in 2 contracts
Samples: Credit Agreement (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the applicable Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower and the Lenders (including the each Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the each Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the each Issuing Lender's Lenders’ rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the each Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the each Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the each Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the each Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the each Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Credit Agreement (Lincare Holdings Inc), Credit Agreement (Lincare Holdings Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.6, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shall, shall not in any way, way be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Debtor in Possession Financing Agreement (Railworks Corp), Debtor in Possession Financing Agreement (Railworks Corp)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the applicable Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower and the Lenders (including the each Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the each Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the each Issuing Lender's Lenders’ rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the each Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the each Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the each Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (if) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (if) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the each Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (f), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the each Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Credit Agreement (Lincare Holdings Inc), Credit Agreement (Lincare Holdings Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save the Issuing Lenders and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) (it being understood that Indemnified Taxes are covered by Section 2.16) that such Issuing Lender or Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such an Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower Credit Parties, each Issuing Lender and the Lenders (including the Issuing each Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lenders nor any Lender shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit so long as the applicable Issuing Lender acts with reasonable care in connection therewith; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such any Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender (including the Issuing or Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Issuing Lender (including the Issuing Lender) and each Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Actsrisks of the acts or omissions, whether rightful or wrongful, of any Governmental Authority. No Lender (including The Issuing Lenders and the Issuing Lender) shallLenders shall not, in any way, be liable for any failure by such the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lenderthe Issuing Lenders and the Lenders.
(ivd) Nothing in this subsection (i) Section is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Company contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lenders (including and the Issuing Lender) Lenders to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)Section, no the Credit Party Parties shall have any no obligation to indemnify any Issuing Lender or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) or such Lender arising out of the gross negligence, bad faith negligence or willful misconduct of such Lender, or Issuing Lender (B) caused including action not taken by such Issuing Lender or such Lender's failure ), as determined by a court of competent jurisdiction or pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
Appears in 2 contracts
Samples: Credit Agreement (Universal Health Realty Income Trust), Credit Agreement (Universal Health Realty Income Trust)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower Credit Parties and the Lenders (including the Issuing Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder. The Credit Parties do not waive their right to assert (by separate and independent action and not by way of setoff) any claim to recover amounts paid in accordance with this Section or in satisfaction of Reimbursement Obligations based on the Issuing Lender's gross negligence or willful misconduct.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19 or elsewhere, no the Credit Party Parties shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Belden Inc.), Credit Agreement (Belden CDT Inc.)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) for errors, omissions, interruptions or delays (other than by the Issuing Lender) in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (D) for any loss or delay (other than by the Issuing Lender) in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without not constituting gross negligence, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.6, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").. ---------------
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Credit Agreement (Snyder Communications Inc), Credit Agreement (Ventiv Health Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the applicable Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the applicable Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the applicable Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The applicable Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the applicable Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the applicable Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such applicable Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each the applicable Issuing Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The applicable Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the applicable Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.20 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.20 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the applicable Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.20, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any the applicable Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such the applicable Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the applicable Issuing Lender (including action not taken by the applicable Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Ruddick Corp), Credit Agreement (Ruddick Corp)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.04, the each Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the applicable Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower Borrowers and the Lenders (including the Issuing LenderLenders), the applicable Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Except to the extent arising solely from the gross negligence or willful misconduct of such Lender, no Lender (including the Issuing LenderLenders) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any Issuing Lender's ’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the a Issuing LenderLenders), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing LenderLenders) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrowers, including, without limitation, any and all Government Acts. No Lender (including the Issuing LenderLenders) shall, in any way, be liable for any failure by such any Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Issuing Lender.
(iv) Nothing in this subsection (iSection 2.04(i) is intended to limit the reimbursement obligations of the any Borrower contained in subsection (d) above. The obligations of the each Borrower under this subsection (iSection 2.04(i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing LenderLenders) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i2.04(i), no Credit Party Borrower shall have any obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such Issuing Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Long Term Credit Agreement (Whirlpool Corp /De/), Long Term Credit Agreement (Whirlpool Corp /De/)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension of, and not in limitation of of, the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.Credit
Appears in 2 contracts
Samples: Credit Agreement (Pca International Inc), Credit Agreement (Pca International Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the applicable Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the applicable Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the applicable Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The applicable Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the applicable Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the applicable Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such applicable Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each the applicable Issuing Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The applicable Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the applicable Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.17 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.17 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the applicable Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.17, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any the applicable Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such the applicable Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the applicable Issuing Lender (including action not taken by the applicable Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Dollar Tree Stores Inc), Credit Agreement (Dollar Tree Stores Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").. ----------------
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Credit Agreement (Pediatric Services of America Inc), Credit Agreement (Just for Feet Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save the Issuing Lenders and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) (it being understood that Indemnified Taxes are covered by Section 2.16) that such Issuing Lender or Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such an Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower Credit Parties, each Issuing Lender and the Lenders (including the Issuing each Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lenders nor any Lender shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit so long as the applicable Issuing Lender acts with reasonable care in connection therewith; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such any Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any Issuing Lender's Xxxxxx’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender (including the Issuing or Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Issuing Lender (including the Issuing Lender) and each Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Actsrisks of the acts or omissions, whether rightful or wrongful, of any Governmental Authority. No Lender (including The Issuing Lenders and the Issuing Lender) shallLenders shall not, in any way, be liable for any failure by such the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lenderthe Issuing Lenders and the Lenders.
(ivd) Nothing in this subsection (i) Section is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Company contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lenders (including and the Issuing Lender) Lenders to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)Section, no the Credit Party Parties shall have any no obligation to indemnify any Issuing Lender or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) or such Lender arising out of the gross negligence, bad faith negligence or willful misconduct of such Lender, or Issuing Lender (B) caused including action not taken by such Issuing Lender or such Lender's failure ), as determined by a court of competent jurisdiction or pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
Appears in 2 contracts
Samples: Credit Agreement (Universal Health Realty Income Trust), Credit Agreement (Universal Health Realty Income Trust)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Credit Agreement (Jw Childs Equity Partners Ii Lp), Credit Agreement (Signal Medical Services)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 3.14 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.4(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 3.14 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)3.14, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Manitowoc Co Inc), Credit Agreement (Manitowoc Co Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2subsection 2.7, the each Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit for the account of such Borrower, or (Bii) the failure of such any Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, omissions herein called "GOVERNMENT ACTSGovernment Acts").
(ii) . As between the any Issuing Lender and any Borrower and the Lenders (including the for whose account any Issuing Lender)Lender issues any Letter of Credit, the such Borrower shall assume assumes all risks of the acts, acts and omissions of or misuse of any such Letter of Credit by the beneficiary thereofof any such Letter of Credit. No In furtherance and not in limitation of the foregoing, no Issuing Lender (including the Issuing Lender) shall be responsible: (Ai) 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 any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that which may prove to be invalid or ineffective for any reason; (Ciii) 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 or otherwise, whether or not they be in cipher; (Dv) for 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 a any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (Eviii) for any consequences arising from causes beyond the control of such any Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any Issuing Lender's rights or powers hereunder.
(iii) . In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender (including the Issuing Lender), under or in connection with any Letter the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without gross negligencenegligence or willful misconduct as finally determined by a court of competent jurisdiction, shall not put such Issuing Lender under any resulting liability to the any Borrower or any other Credit PartyCompany. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i)subsection 2.7, no Credit Party Borrower shall have any obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such Issuing Lender, as finally determined by a court of competent jurisdiction, or (B) caused out of the wrongful dishonor by such Lender's failure to pay Issuing Lender of proper demand for payment made under the Letters of Credit issued by it; provided that payment against a draft or demand presented after the expiration date of any Letter of Credit after presentation shall be deemed to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreeconstitute gross negligence.
Appears in 2 contracts
Samples: Credit Agreement (Homestake Mining Co /De/), Credit Agreement (Homestake Mining Co /De/)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3 and other than as a result of the gross negligence or willful misconduct of the Issuing Lender, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save Issuing Lender and each Revolving Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that Issuing Lender or such Revolving Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender and each Revolving Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Neither Issuing Lender (including the Issuing Lender) nor any Revolving Lender shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such Issuing Lender or any Revolving Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by Issuing Lender or any Lender (including the Issuing Revolving Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such Revolving Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify Issuing Lender and each Revolving Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No Issuing Lender (including and the Issuing Lender) shallRevolving Lenders shall not, in any way, be liable for any failure by such Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such LenderIssuing Lender and the Revolving Lenders.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of Issuing Lender and the Revolving Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party Borrower shall have any no obligation to indemnify Issuing Lender or reimburse any Revolving Lender (including the Issuing Lender) in respect of any liability incurred by Issuing Lender or such Revolving Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of Issuing Lender (including action not taken by Issuing Lender or such Revolving Lender), as determined by a court of competent jurisdiction or (B) caused by such Lender's failure pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
Appears in 2 contracts
Samples: Credit Agreement (Directed Electronics, Inc.), Credit Agreement (Directed Electronics, Inc.)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower Credit Parties and the Lenders (including the Issuing Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.20 is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Borrowers contained in subsection (dSection 2.4(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section 2.20 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.20, no the Credit Party Parties shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Agency Succession and Amendment Agreement (GateHouse Media, Inc.), Credit Agreement (GateHouse Media, Inc.)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.20 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.4(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.20 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.20, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of of, and the Borrower shall retain all rights it may have against the Issuing Lender by reason of, the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Pantry Inc), Credit Agreement (Pantry Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the applicable Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the applicable Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the applicable Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The applicable Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the applicable Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the applicable Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such applicable Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each the applicable Issuing Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The applicable Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the applicable Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the applicable Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any the applicable Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such the applicable Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the applicable Issuing Lender (including action not taken by the applicable Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Dollar Tree Inc), Credit Agreement (Dollar Tree Stores Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.03, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. The previous sentence shall not apply in the case of gross negligence, bad faith, or willful misconduct of the Issuing Lender. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith faith, and without gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No Lender (including The previous sentence shall not apply in the case of gross negligence, bad faith, or willful misconduct of the Issuing Lender) shall. The Issuing Lender shall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.20 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.03(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.20 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.20, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Tredegar Corp), Credit Agreement (Tredegar Corp)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.6, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").. ----------------
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: Credit Agreement (Triad Hospitals Inc), Credit Agreement (Triad Hospitals Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (International Speedway Corp), Credit Agreement (International Speedway Corp)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save the Issuing Lender and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that the Issuing Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit Credit, except to the extent resulting from the gross negligence, bad faith or willful misconduct of the Issuing Lender or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including Credit Parties, the Issuing Lender and each Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lender nor any Lender shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender or any Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put the Issuing Lender or such Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including and the Issuing Lender) shallLenders shall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lenderthe Issuing Lender and the Lenders.
(ivd) Nothing in this subsection (i) Section is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Borrowers contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)Section, no the Credit Party Parties shall have any no obligation to indemnify the Issuing Lender or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by the Issuing Lender or such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such Lender), as determined by a court of competent jurisdiction or (B) caused by such Lender's failure pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
Appears in 2 contracts
Samples: Credit Agreement (Checkpoint Systems Inc), Credit Agreement (Checkpoint Systems Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (CB) 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; (DC) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (ED) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 2 contracts
Samples: 364 Day Credit Agreement (Glenayre Technologies Inc), 364 Day Credit Agreement (Glenayre Technologies Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other indemnification obligations under this Section 2.2Agreement, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith (and without gross negligencenegligence or willful misconduct), shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur actually incurs or be becomes subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Subject to the terms of Section (i)(v) below, no Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Samples: Credit Agreement (Profit Recovery Group International Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts"), except to the extent any such claims, demands, --------------- liabilities, damages, costs, charges and expenses arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders.
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party (other than the Issuing Lender) 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, that may prove to be invalid or ineffective for any reason; (C) for errors, omissions, interruptions or delays (other than by the Issuing Lender) in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (D) for any loss or delay (other than by the Issuing Lender) in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without not constituting gross negligence, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks (except as set forth herein) are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited prohibited, as determined by any law, regulation, a court order or decreeof competent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the each Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the an Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the an Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the an Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the each Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all Government Acts. No Lender (including the an Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the each Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the an Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Samples: Credit Agreement (Longview Fibre Co)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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 cipherwritten; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, including any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), ) under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, including any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decreedecree or such failure to pay is a result of any Government Act.
Appears in 1 contract
Samples: Credit Agreement (Flo Fill Co Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.04, the each Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower Borrowers and the Lenders (including the Issuing Lender), the applicable Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Except to the extent arising solely from the gross negligence or willful misconduct of such Lender, no Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrowers, including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (iSection 2.04(i) is intended to limit the reimbursement obligations of the any Borrower contained in subsection (d) above. The obligations of the each Borrower under this subsection (iSection 2.04(i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i2.04(i), no Credit Party Borrower shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv)for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.4(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsibleresponsible for: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.19, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government ActsActs unless, in any case, any of the foregoing is caused by the gross negligence or willful misconduct of the Issuing Lender, as determined by a court of competent jurisdiction. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (de) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) , and waivers of liability shall be ineffective in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the applicable Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender's ’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the applicable Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(viv) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the applicable Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such Lender, or (B) caused by such Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, unless such payment is prohibited by any law, regulation, court order or decree.
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Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "“GOVERNMENT ACTS"”).
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.
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Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.04, the each Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) ), other than Taxes, which shall be governed by Sections 3.01 and 3.02, that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the applicable Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower Borrowers and the Lenders (including the Issuing LenderLenders), the applicable Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Neither the Administrative Agent nor any Lender (including the Issuing Lender) Lenders), nor any of their Related Parties shall be responsible: (A) for reason of or in connection with the issuance or transfer of any Letter of Credit; (B) for any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in Section 2.04(d)(ii) hereof); (C) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (BD) 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, that may prove to be invalid or ineffective for any reason; (CE) 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; (DF) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; (G) for any error in interpretation of technical terms or any consequence arising from causes beyond the control of the Issuing Lender; and (EH) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government ActsActs provided that the foregoing shall not be construed to excuse the Issuing Lender from liability to the applicable Borrower to the extent of any direct damages (as opposed to special, indirect, consequential or punitive damages, claims in respect of which are hereby waived by the applicable Borrower to the extent permitted by applicable law) suffered by the applicable Borrower that are caused by the Issuing Lender's failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence, bad faith and willful misconduct on the part of the Issuing Lender (as determined by a court of competent jurisdiction by final and nonappealable judgment), the Issuing Lender shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a Letter of Credit, the Issuing Lender may, in its sole discretion, either accept and make payment upon such documents without responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit. None of the above shall affect, impair, or prevent the vesting of the any Issuing Lender's ’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the a Issuing LenderLenders), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing LenderLenders) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrowers, including, without limitation, any and all Government Acts. No Lender (including the Issuing LenderLenders) shall, in any way, be liable for any failure by such any Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Issuing Lender.
(iv) Nothing in this subsection (iSection 2.04(i) is intended to limit the reimbursement obligations of the any Borrower contained in subsection (d) above. The obligations of the each Borrower under this subsection (iSection 2.04(i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing LenderLenders) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i2.04(i), no Credit Party Borrower shall have any obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising solely out of the gross negligence, bad faith or willful misconduct of such Issuing Lender, as determined by a court of competent jurisdiction by final and nonappealable judgment, or (B) caused by such Issuing Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
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Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2subsection, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each harmless the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) that such which the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit Credit, including, without limitation, the payment of draws thereunder, other than as a result of gross negligence or willful misconduct of the Issuing Lender as determined by a court of competent jurisdiction or (Bii) the failure of such the Issuing Lender to honor a drawing under a any 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 governmental authority (all such acts or omissions, omissions herein called "GOVERNMENT ACTSGovernment Acts").
(ii) . Each Lender, proportionately to its Pro Rata Share of the Working Capital Loan Commitments, severally agrees to indemnify Issuing Lender to the extent Issuing Lender shall not have been reimbursed by Holding or its Subsidiaries, for and against any of the foregoing claims, demands, liabilities, damages, losses, costs, charges and expenses to which Issuing Lender is entitled to reimbursement from Holding or its Subsidiaries. As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter the Letters of Credit issued by the beneficiary thereofIssuing Lender by, the respective beneficiaries of such Letters of Credit. No Lender (including In furtherance and not in limitation of the foregoing, the Issuing Lender) Lender shall not be responsible: responsible (Aabsent gross negligence or willful misconduct (as determined by a court of competent jurisdiction)): (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 any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that which may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of any such Letter of Credit to comply fully with 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 or otherwise, whether or not they be in cipher; (Dv) for 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 a any such Letter of Credit or of the proceeds thereof; and (Evii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; (viii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government ActsActs and (ix) any special, consequential, indirect or incidental damages, including, but not limited to, lost profits arising out of or in connection with the issuance of any Letter of Credit or any action taken or not taken by the Issuing Lender in connection with any Letter of Credit, or any document or property referred to in or related to any Letter of Credit. None of the above shall affect, impair, or prevent the vesting of any of the Issuing Lender's rights or powers hereunder.
(iii) . In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), Lender under or in connection with any Letter the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without absent gross negligencenegligence or willful misconduct of the Issuing Lender (as determined by a court of competent jurisdiction), shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i)subsection, no Credit Party Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lenderthe Issuing Lender as determined by a court of competent jurisdiction, or (B) caused out of the wrongful dishonor by such Lender's failure to pay under any Letter of Credit after presentation to it the Issuing Lender of a request strictly complying with proper demand for payment made under the terms and conditions Letters of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreeCredit.
Appears in 1 contract
Samples: Credit Agreement (Blue Bird Corp)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3 and except for Taxes which shall be solely covered by Section 2.18, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Issuing Lender and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that the Issuing Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender and each Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lender nor any Lender shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender or any Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including and the Issuing Lender) shallLenders shall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lenderthe Issuing Lender and the Lenders.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify the Issuing Lender or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by the Issuing Lender or such Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such Lender), as determined by a court of competent jurisdiction or (B) caused by such Lender's failure pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
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Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower Credit Parties and the Lenders (including the Issuing Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no the Credit Party Parties shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
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Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, each of the Borrower Borrowers hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower Borrowers and the Lenders (including the Issuing Lender), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrowers. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrowers, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.20 is intended to limit the reimbursement obligations obligation of the Borrower Borrowers contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower Borrowers under this subsection (i) Section 2.20 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.20, no Credit Party the Borrowers shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the bad faith, gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Ims Health Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the applicable Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the applicable Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(viv) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the applicable Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.04, the each Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower Borrowers and the Lenders (including the Issuing Lender), the applicable Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Except to the extent arising solely from the gross negligence or willful misconduct of such Lender, no Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrowers, including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (iSection 2.04(i) is intended to limit the reimbursement obligations of the any Borrower contained in subsection (d) above. The obligations of the each Borrower under this subsection (iSection 2.04(i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i2.04(i), no Credit Party Borrower shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
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Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save the Issuing Lender and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) (it being understood that Indemnified Taxes and Other Taxes are covered by Section 2.16) that the Issuing Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including Credit Parties, the Issuing Lender and each Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lender nor any Lender shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit so long as the Issuing Lender acts with reasonable care in connection therewith; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender or any Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Actsrisks of the acts or omissions, whether rightful or wrongful, of any Governmental Authority. No The Issuing Lender (including and the Issuing Lender) shallLenders shall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lenderthe Issuing Lender and the Lenders.
(ivd) Nothing in this subsection (i) Section is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Company contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)Section, no the Credit Party Parties shall have any no obligation to indemnify the Issuing Lender or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by the Issuing Lender or such Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such Lender), as determined by a court of competent jurisdiction or (B) caused by such Lender's failure pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
Appears in 1 contract
Samples: Credit Agreement (Universal Health Realty Income Trust)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
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Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").. ---------------
(ii) As between the Borrower and the Lenders (including the each Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the an Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the an Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the an Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the each Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the an Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the each Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the an Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Samples: Credit Agreement (Potlatch Corp)
Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.8, (i) In addition to its other obligations under this Section 2.2, the Borrower Xxxxx-Xxxxxxxx hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees’ fees and allocated costs of internal counsel) that which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter the Letters of Credit for the account of any Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under a any Letter of Credit for the account of any Borrower 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, omissions herein called "GOVERNMENT ACTS"“Government Acts”).
; and (ii) As between the Borrower Offshore Borrowers hereby agree to protect, indemnify, pay and the Lenders save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees and allocated costs of internal counsel) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse issuance of any Letter of Credit for the account of any Offshore Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the beneficiary thereoffailure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of any Offshore Borrower as a result of Government Acts. No Lender (including Subject to the preceding paragraph, as between each relevant Borrower and each Issuing Lender) , such Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Lender on account of that Borrower by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Lender shall not be responsible: (Ai) 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 any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that which may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of any such Letter of Credit to comply fully with 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, cablefacsimile, telegraph, telex electronic mail or otherwise, whether or not they be in cipher; (Dv) for 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 a any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (Eviii) for any consequences arising from causes beyond the control of such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any of such Issuing Lender's ’s rights or powers hereunder.
(iii) ; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender (including the Issuing Lender), under or in connection with any Letter the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrowers. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i)subsection 2.8I, no Credit Party Borrowers shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused out of the wrongful dishonor by such Lender's failure to pay Issuing Lender of proper demand for payment made under any Letter the Letters of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited issued by any law, regulation, court order or decreeit.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save the Issuing Lender and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that the Issuing Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”); provided that no such indemnification payment shall be required to the extent resulting from the gross negligence or willful misconduct of the Issuing Lender or such Lender and no consequential or special damages shall be required to be paid.
(iib) As between the Borrower and the Lenders (including Credit Parties, the Issuing Lender and each Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lender nor any Lender shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing LenderXxxxxx's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender or any Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including and the Issuing Lender) shallLenders shall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lenderthe Issuing Lender and the Lenders.
(ivd) Nothing in this subsection (i) Section is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Borrowers contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)Section, no the Credit Party Parties shall have any no obligation to indemnify the Issuing Lender or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by the Issuing Lender or such Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such Lender), as determined by a court of competent jurisdiction or (B) caused by such Lender's failure pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
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Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.in
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Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.6, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) . As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, including any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) . In furtherance and extension and not in limitation of the specific provisions hereinabove set forthforth in this subsection (e), any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, including any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) . Nothing in this subsection (ie) is intended to limit the reimbursement obligations of the Borrower contained in subsection (db) above. The obligations of the Borrower under this subsection (ie) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) . Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (e), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
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Indemnification; Nature of Issuing Lender’s Duties. In addition to amounts payable as elsewhere provided in this subsection 2.8, (i) In addition to its other obligations under this Section 2.2, the Borrower Xxxxx-Xxxxxxxx hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (not including Taxes that are the subject matter of subsection 2.7C hereof) (including reasonable attorneys' ’ fees) that which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter the Letters of Credit for the account of any Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the failure of such Issuing Lender to honor a drawing under a any Letter of Credit for the account of any Borrower 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, omissions herein called "GOVERNMENT ACTS"“Government Acts”).
; and (ii) As between the Borrower Offshore Borrowers hereby agree to protect, indemnify, pay and save each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (not including Taxes that are the Lenders subject matter of subsection 2.7C hereof) (including reasonable attorneys’ fees) which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse issuance of any Letter of Credit for the account of any Offshore Borrower, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (B) the beneficiary thereoffailure of such Issuing Lender to honor a drawing under any Letter of Credit for the account of any Offshore Borrower as a result of Government Acts; provided that OI Europe shall only be responsible to so indemnify with respect to Letters of Credit issued for its own account. No Lender (including Subject to the preceding paragraph, as between each relevant Borrower and each Issuing Lender) , such Borrower assumes all risks of the acts and omissions of, or misuse of the Letters of Credit issued by such Issuing Lender on account of that Borrower by, the respective beneficiaries of such Letters of Credit. In furtherance and not in limitation of the foregoing, such Issuing Lender shall not be responsible: (Ai) 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 any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that which may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of any such Letter of Credit to comply fully with 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, cablefacsimile, telegraph, telex electronic mail or otherwise, whether or not they be in cipher; (Dv) for 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 a any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (Eviii) for any consequences arising from causes beyond the control of such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any of such Issuing Lender's ’s rights or powers hereunder.
(iii) ; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not substantially comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender (including the Issuing Lender), under or in connection with any Letter the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrowers. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i)subsection 2.8I, no Credit Party Borrowers shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused out of the wrongful dishonor by such Lender's failure to pay Issuing Lender of proper demand for payment made under any Letter the Letters of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited issued by any law, regulation, court order or decreeit.
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Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(e) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Vycom Corp.)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each any subsidiary or affiliate for whom a Letter of the other Credit Partiesis issued), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Samples: Credit Agreement (Heilig Meyers Co)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each hold the Issuing Lender harmless from and against, against any and all actual claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Issuing Lenders)) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit Credit, except to the extent resulting from the gross negligence or willful misconduct of the Issuing Lender or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsibleresponsible for: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the reasonable control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (d) aboveSection 2.4 hereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.6, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender and the Lenders harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' feesfees and the allocated cost of internal counsel) that such the Issuing Lender or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure 34 or de facto government or Governmental Authority governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.. 35
Appears in 1 contract
Samples: Credit Agreement (Rockford Corp)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the applicable Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the applicable Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(viv) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the applicable Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the applicable Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the applicable Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the applicable Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The applicable Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the applicable Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the applicable Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such applicable Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each the applicable Issuing Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No <Page> 35 The applicable Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the applicable Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.20 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.20 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the applicable Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.20, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any the applicable Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such the applicable Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the applicable Issuing Lender (including action not taken by the applicable Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Ruddick Corp)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.3, the Borrower Borrowers hereby agrees jointly and severally agree to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower Borrowers and the Lenders (including the Issuing Lender), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower Borrowers or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower Borrowers (on behalf of itself themselves and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower Borrowers contained in subsection (d) above. The obligations of the Borrower Borrowers under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrowers shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Horizon Personal Communications Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2subsection 2.8, the Borrower Company hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' feesfees and allocated costs of internal counsel) that which such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter the Letters of Credit Credit, other than as a result of the gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction or (Bii) the failure of such Issuing Lender to honor a drawing under a any 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 governmental authority (all such acts or omissions, omissions herein called "GOVERNMENT ACTSGovernment Acts").
(ii) . As between the Borrower Company and the Lenders (including the each Issuing Lender), the Borrower shall assume Company assumes all risks of the actsacts and omissions of, omissions or misuse of any Letter the Letters of Credit issued by such Issuing Lender by, the beneficiary thereofrespective beneficiaries of such Letters of Credit. No In furtherance and not in limitation of the foregoing, such Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that which may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of any such Letter of Credit to comply fully with 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 or otherwise, whether or not they be in cipher; (Dv) for 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 a any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and (Eviii) for any consequences arising from causes beyond the control of such Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any of such Issuing Lender's rights or powers hereunder.
(iii) ; provided, however, that such Issuing Lender shall be responsible for any payment it makes under any Letter of Credit against presentation of a demand, draft or certificate or other document which does not comply with the terms of such Letter of Credit in the event such payment constitutes gross negligence or willful misconduct of such Issuing Lender as determined by a court of competent jurisdiction. In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Issuing Lender (including the Issuing Lender), under or in connection with any Letter the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and without in the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyCompany. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i)subsection 2.8I, no Credit Party Company shall not have any obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused out of the wrongful dishonor by such Lender's failure to pay Issuing Lender of proper demand for payment made under any Letter the Letters of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited issued by any law, regulation, court order or decreeit.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure a court of competent jurisdiction pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any lawfinal, regulation, court order or decreenon-appealable judgment.
Appears in 1 contract
Samples: Credit Agreement (West Corp)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under amounts payable as elsewhere provided in this Section 2.2subsection 2.8, the Borrower Borrowers hereby agrees jointly and severally agree to pay, and protect, indemnify indemnify, pay and save harmless the Issuing Lender and each other Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' feesfees and disbursements of counsel) that such which the Issuing Lender or any other Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit, other than as a result of gross negligence or willful misconduct of the Issuing Lender or the Issuing Lender failing to use reasonable care to determine that the documents and certificates required to be delivered under such Letter of Credit had been delivered and that they complied on their face with the requirements of that Letter of Credit as determined by a court of competent jurisdiction or (Bii) the failure of such the Issuing Lender to honor a drawing under a any 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 governmental authority (all such acts or omissions, omissions herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between . Each Tranche A Lender and Tranche B Lender, proportionately to its Pro Rata Share, severally agrees to indemnify Issuing Lender to the Borrower and extent Issuing Lender shall not have been reimbursed in accordance with the Lenders (including the Issuing Lender), the Borrower shall assume all risks terms of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) Loan Documents 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 drawings under any Letter of Credit, even if it should in fact prove to be in for and against 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; foregoing claims, demands, liabilities, damages, losses, costs, charges and (E) for any consequences arising from causes beyond expenses to which Issuing Lender is entitled to reimbursement under the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunderLoan Documents.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower Borrowers hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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, omissions being herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between among the Borrower Borrowers and the Lenders (including the Issuing Lender), the Borrower Borrowers shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) for errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, r whether or not they be in cipher; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower Borrowers or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower Borrowers (on behalf of itself themselves and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower Borrowers contained in subsection (d) above. The obligations of the Borrower Borrowers under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrowers shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless Credit, as determined by a court of competent jurisdiction, except insofar as such payment is prohibited by any law, regulation, court order or decree.
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Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, the Issuing Lender or (B) caused by such the Issuing Lender's unlawful failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreeCredit.
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Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the applicable Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the applicable Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the applicable Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The applicable Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the applicable Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the applicable Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the applicable Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such applicable Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each the applicable Issuing Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The applicable Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the applicable Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the applicable Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.21 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.21 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the applicable Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.21, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any the applicable Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such the applicable Issuing Lender (Ai) arising out of the gross negligence, bad faith negligence or willful misconduct of such the applicable Issuing Lender (including action not taken by the applicable Issuing Lender, ) or (Bii) caused resulting from a claim brought by the Borrower against such Issuing Lender for bad faith breach of such Issuing Lender's failure to pay ’s obligations hereunder or under any Letter other Credit Document, in each case as determined by a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Ruddick Corp)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the applicable Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the applicable Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the applicable Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the applicable Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The applicable Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.;
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Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save the Issuing Lender and each Lender LOC Participant harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that the Issuing Lender or such Lender LOC Participant may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender)Lender and each LOC Participant, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lender nor any LOC Participant shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit (unless the Issuing Lender or any LOC Participant makes a payment under such Letter of Credit against presentation of a draft or any accompanying document that does not substantially comply 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 or otherwise, whether or not they be in cipher; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such Lenderthe Issuing Lender or any LOC Participant, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender)Lender or any LOC Participant, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such LOC Participant under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender and each LOC Participant against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including and the Issuing Lender) shallLOC Participants shall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lenderthe Issuing Lender and the LOC Participants.
(ivd) Nothing in this subsection (i) Section 2.17 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.17 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including Issuing Lender and the Issuing Lender) LOC Participants to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.17, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender or any LOC Participant in respect of any liability incurred by the Issuing Lender or such Lender (A) LOC Participant arising out of the gross negligence, bad faith negligence or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such LenderLOC Participant), as determined by a court of competent jurisdiction or (B) caused by such Lender's failure pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
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Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) (unless the same shall have resulted from such Lender’s gross negligence or willful misconduct) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Unless the same shall have resulted from such Lenders gross negligence or willful misconduct, no Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i)subsection, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such Lender, as determined by a court of competent jurisdiction, or (B) caused by such Lender's ’s failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Samples: Credit Agreement (Benihana Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower Credit Parties and the Lenders (including the Issuing Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Borrowers contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no the Credit Party Parties shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: First Lien Credit Agreement (GateHouse Media, Inc.)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower Credit Parties and the Lenders (including the Issuing Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder. The Credit Parties do not waive their right to assert (by separate and independent action and not by way of setoff) any claim to recover amounts paid in accordance with this Section or in satisfaction of Reimbursement Obligations based on the Issuing Lender’s gross negligence or willful misconduct.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19 or elsewhere, no the Credit Party Parties shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by the Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Belden Inc.)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: :
(Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 3.14 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.4(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 3.14 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.Section
Appears in 1 contract
Samples: Credit Agreement (Manitowoc Co Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts"), except to the extent any such claims, demands, ---------------- liabilities, damages, costs, charges and expenses arise out of or relate to disputes solely between or among the Administrative Agent and/or the Lenders.
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party (other than the Issuing Lender) 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, that may prove to be invalid or ineffective for any reason; (C) for errors, omissions, interruptions or delays (other than by the Issuing Lender) in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (D) for any loss or delay (other than by the Issuing Lender) in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without not constituting gross negligence, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks (except as set forth herein) are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited prohibited, as determined by any law, regulation, a court order or decreeof competent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.any
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.liable
Appears in 1 contract
Samples: Credit Agreement (Railworks Corp)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.20 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.4(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.20 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.20, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2subsection 2.16, the Borrower Company hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' feesfees and expenses) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender or the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower Company and the Lenders (including the Issuing Lender), the Borrower Company shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligence, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.purporting
Appears in 1 contract
Samples: Credit Agreement (Hercules Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsibleresponsible for: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Neighborcare Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.18 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.18 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.18, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender (including action not taken by an Issuing Lender), or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur actually incurs or be becomes subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Subject to the terms of Section (i)(v) below, no Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(i), no Credit Party shall have any obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising out of the gross negligence, bad faith or willful misconduct of such Lender, or (B) caused by such Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decree.such
Appears in 1 contract
Samples: Syndication Amendment and Assignment (Profit Recovery Group International Inc)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.3, the Borrower Credit Parties hereby agrees agree to pay, and protect, indemnify indemnify, pay and save the Issuing Lender and each Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' ’ fees) that the Issuing Lender or such Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 "GOVERNMENT ACTS"“Government Acts”); provided that no such indemnification payment shall be required to the extent resulting from the gross negligence or willful misconduct of the Issuing Lender or such Lender and no consequential or special damages shall be required to be paid.
(iib) As between the Borrower and the Lenders (including Credit Parties, the Issuing Lender and each Lender), the Borrower Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including Neither the Issuing Lender) Lender nor any Lender shall be responsible: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender or any Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender or any Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such Issuing Lender or such Lender under any resulting liability to the Borrower or any other Credit PartyParties. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the Issuing Lender and each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any Government ActsAuthority. No The Issuing Lender (including and the Issuing Lender) shallLenders shall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lenderthe Issuing Lender and the Lenders.
(ivd) Nothing in this subsection (i) Section is intended to limit the reimbursement obligations Reimbursement Obligation of the Borrower Borrowers contained in subsection (dSection 2.3(d) abovehereof. The obligations of the Borrower Credit Parties under this subsection (i) Section shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Issuing Lender and the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)Section, no the Credit Party Parties shall have any no obligation to indemnify the Issuing Lender or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by the Issuing Lender or such Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of the Issuing Lender (including action not taken by the Issuing Lender or such Lender), as determined by a court of competent jurisdiction or (B) caused by such Lender's failure pursuant to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreearbitration.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify and save each Lender harmless from and against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such Lender to honor a drawing under a 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 "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No Lender (including the Issuing Lender) shall be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) in respect of any liability incurred by such Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Samples: Credit Agreement (Aaipharma Inc)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencenegligence or bad faith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (ih) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (ih) shall survive the termination of this Credit Agreement. No act or omission of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) to enforce any right, power or benefit under this Credit Agreement.or
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (h), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.22.4, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save hold each Issuing Lender harmless from and against, against any and all actual claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees’ fees of one outside counsel (absent dissension among the Issuing Lenders)) that such Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance by such Issuing Lender of any Letter of Credit Credit, except to the extent resulting from the gross negligence or willful misconduct of such Issuing Lender as determined in a final non-appealable judgment of a court of competent jurisdiction, or (Bii) the failure of such Issuing Lender to honor a drawing under a Letter of Credit issued by such Issuing Lender 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTS"“Government Acts”).
(iib) As between the Borrower and the Lenders (including the an Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit issued by such Issuing Lender by the beneficiary thereof. No Issuing Lender (including the Issuing Lender) shall be responsibleresponsible for: (Ai) 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 any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for errors in interpretation of technical terms; (vi) any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such an Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the any Issuing Lender's ’s rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the an Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lenders against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all Government Actsrisks of the acts or omissions, whether rightful or wrongful, of any Governmental Authority. No Issuing Lender (including the Issuing Lender) shall, in any way, be liable for any failure by such Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the reasonable control of such Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.19 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (d) aboveSection 2.4 hereof. The obligations of the Borrower under this subsection (i) Section 2.19 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the an Issuing Lender) Lender thereof to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.19, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Issuing Lender (including the Issuing Lender) in respect of any liability incurred by such Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such Issuing Lender, or (B) caused as determined in a final non-appealable judgment by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Hyatt Hotels Corp)
Indemnification; Nature of Issuing Lender’s Duties. (i) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or (B) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, herein called "GOVERNMENT ACTSGovernment Acts").
(ii) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (A) 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 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, that may prove to be invalid or ineffective for any reason; (C) 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; (D) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under a Letter of Credit or of the proceeds thereof; and (E) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without gross negligencefaith, shall not put such Issuing Lender under any resulting liability to the Borrower or any other Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties), including, without limitation, any and all Government Acts. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(iv) Nothing in this subsection (i) is intended to limit the reimbursement obligations of the Borrower contained in subsection (d) above. The obligations of the Borrower under this subsection (i) shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(v) Notwithstanding anything to the contrary contained in this Section 2.2(isubsection (i), no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising solely out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, as determined by a court of competent jurisdiction, or (B) caused by such the Issuing Lender's failure to pay under any Letter of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit Credit, as determined by a court of competent jurisdiction, unless such payment is prohibited by any law, regulation, court order or decree.
Appears in 1 contract
Samples: Credit Agreement (Genicom Corp)
Indemnification; Nature of Issuing Lender’s Duties. (ia) In addition to its other obligations under this Section 2.2, the Borrower hereby agrees to pay, and protect, indemnify indemnify, pay and save each the Issuing Lender harmless from and against, against any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that such the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or (Bii) the failure of such the Issuing Lender to honor a drawing under a 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 governmental authority (all such acts or omissions, omissions herein called "GOVERNMENT ACTSGovernment Acts").
(iib) As between the Borrower and the Lenders (including the Issuing Lender), the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. No The Issuing Lender (including the Issuing Lender) shall not be responsible: (Ai) 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 of, or any drawing under, any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged; (Bii) 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, that may prove to be invalid or ineffective for any reason; (Ciii) for failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (iv) 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; (Dv) for 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 a Letter of Credit or of the proceeds thereof; and (Evii) for any consequences arising from causes beyond the control of such the Issuing Lender, including, without limitation, any Government Acts. None of the above shall affect, impair, or prevent the vesting of the Issuing Lender's rights or powers hereunder.
(iiic) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any Lender (including the Issuing Lender), Lender under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith and without the absence of gross negligencenegligence or willful misconduct, shall not put such the Issuing Lender under any resulting liability to the Borrower or any other Credit PartyBorrower. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify each Lender (including the Issuing Lender) Lender against any and all risks involved in the issuance of the Letters of Credit, all of which risks are hereby assumed by the Borrower (on behalf of itself and each of the other Credit Parties)Borrower, including, without limitation, any and all Government Actsrisks of the acts or omissions, whether rightful or wrongful, of any Governmental Authority. No The Issuing Lender (including the Issuing Lender) shallshall not, in any way, be liable for any failure by such the Issuing Lender or anyone else to pay any drawing under any Letter of Credit as a result of any Government Acts or any other cause beyond the control of such the Issuing Lender.
(ivd) Nothing in this subsection (i) Section 2.17 is intended to limit the reimbursement obligations obligation of the Borrower contained in subsection (dSection 2.2(d) abovehereof. The obligations of the Borrower under this subsection (i) Section 2.17 shall survive the termination of this Credit Agreement. No act or omission omissions of any current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the Lenders (including the Issuing Lender) Lender to enforce any right, power or benefit under this Credit Agreement.
(ve) Notwithstanding anything to the contrary contained in this Section 2.2(i)2.17, no Credit Party the Borrower shall have any no obligation to indemnify or reimburse any Lender (including the Issuing Lender) Lender in respect of any liability incurred by such the Issuing Lender (A) arising out of the gross negligence, bad faith negligence or willful misconduct of such the Issuing Lender, or (B) caused as determined by such Lender's failure to pay under any Letter a court of Credit after presentation to it of a request strictly complying with the terms and conditions of such Letter of Credit unless such payment is prohibited by any law, regulation, court order or decreecompetent jurisdiction.
Appears in 1 contract
