Common use of Indemnification; Nature of L/C Issuer’s Duties Clause in Contracts

Indemnification; Nature of L/C Issuer’s Duties. (a) In addition to amounts payable as elsewhere provided in this Article IIA, but without duplication thereof, each L/C Account Party agrees to protect, indemnify, pay and save the L/C Issuers harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including actual and reasonable attorneys’ fees and disbursements and, after a Default or an Event of Default, allocated costs of internal counsel) which the L/C Issuers may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the L/C Issuers (as determined in a final non-appealable judgment by a court of competent jurisdiction) or (ii) the failure of the L/C Issuers to honor a drawing under any Letter of Credit due to any action (whether or not proper) of any present or future government or governmental authority. (b) As between each L/C Account Party and the L/C Issuers, the L/C Account Parties assume all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit, other than losses resulting from the gross negligence or willful misconduct of the L/C Issuers (as determined in a final non-appealable judgment by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, no L/C Issuer shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with 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, facsimile, telecopy or otherwise, whether or not they be in cipher; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit or of the proceeds thereof, and (viii) for any consequences arising from causes beyond the control of such L/C Issuer, including, without limitation, any act or omission, whether or not proper, of any present or future government or governmental authority. None of the foregoing shall affect, impair, or prevent the vesting of the L/C Issuers’ rights and powers hereunder. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any L/C Issuer under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in the absence of gross negligence or willful misconduct (any such gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction), shall not cause such L/C Issuer to incur any resulting liability to any L/C Account Party. (d) Notwithstanding anything to the contrary set forth in Section 2A.07 or this Section 2A.08, no L/C Issuer shall be released from any obligation to any L/C Account Party resulting from (i) such L/C Issuer’s improper payment under a Letter of Credit pursuant to a draft, demand, certificate or other document(s) required to be presented as a condition precedent to payment where such document(s) on their face differ materially from the form(s) and requirements specified for such document(s) in the Letter of Credit, and such L/C Issuer has received no contrary direction from Interface or the L/C Account Party, or (ii) such L/C Issuer’s refusal to make proper payment under a Letter of Credit pursuant to a draft, demand, certificate or other document(s) required to be presented as a condition precedent to payment where such document(s) on their face comply in all respects with the form(s) and requirements specified for such document(s) in the Letter of Credit and such L/C Issuer has received no contrary direction from Interface or the L/C Account Party.

Indemnification; Nature of L/C Issuer’s Duties. (a) In addition to amounts payable as elsewhere provided in this Article IIA, but without duplication thereof, each L/C Account Party agrees to protect, indemnify, pay and save the L/C Issuers harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including actual and reasonable attorneys’ ' fees and disbursements and, after a Default or an Event of Default, allocated costs of internal counsel) which the L/C Issuers may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the L/C Issuers (as determined in a final non-appealable judgment by a court of competent jurisdiction) or (ii) the failure of the L/C Issuers to honor a drawing under any Letter of Credit due to any action (whether or not proper) of any present or future government or governmental authority. (b) As between each L/C Account Party and the L/C Issuers, the L/C Account Parties assume all risks of the acts and omissions of, or misuse of the Letters of Credit by, the respective beneficiaries of such Letters of Credit, other than losses resulting from the gross negligence or willful misconduct of the L/C Issuers (as determined in a final non-appealable judgment by a court of competent jurisdiction). In furtherance and not in limitation of the foregoing, no L/C Issuer shall be responsible: (i) for the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection with the application for and issuance of such Letters of Credit, even if it should in fact prove to be in any or all respects insufficient, inaccurate, fraudulent or forged or otherwise invalid; (ii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason, (iii) for failure of the beneficiary of any such Letter of Credit to comply fully with 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, facsimile, telecopy or otherwise, whether or not they be in cipher; (v) for good faith errors in interpretation of technical terms; (vi) for any loss or delay in the transmission or otherwise of any document required in order to make a drawing under any such Letter of Credit or of the proceeds thereof; (vii) for the misapplication by the beneficiary of any such Letter of Credit or of the proceeds thereof, and (viii) for any consequences arising from causes beyond the control of such L/C Issuer, including, without limitation, any act or omission, whether or not proper, of any present or future government or governmental authority. None of the foregoing shall affect, impair, or prevent the vesting of the L/C Issuers’ ' rights and powers hereunder. (c) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by any L/C Issuer under or in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in the absence of gross negligence or willful misconduct (any such gross negligence or willful misconduct as determined in a final non-appealable judgment by a court of competent jurisdiction), shall not cause such L/C Issuer to incur any resulting liability to any L/C Account Party. (d) Notwithstanding anything to the contrary set forth in Section 2A.07 or this Section 2A.08, no L/C Issuer shall be released from any obligation to any L/C Account Party resulting from (i) such L/C Issuer’s 's improper payment under a Letter of Credit pursuant to a draft, demand, certificate or other document(s) required to be presented as a condition precedent to payment where such document(s) on their face differ materially from the form(s) and requirements specified for such document(s) in the Letter of Credit, and such L/C Issuer has received no contrary direction from Interface or the L/C Account Party, or (ii) such L/C Issuer’s 's refusal to make proper payment under a Letter of Credit pursuant to a draft, demand, certificate or other document(s) required to be presented as a condition precedent to payment where such document(s) on their face comply in all respects with the form(s) and requirements specified for such document(s) in the Letter of Credit and such L/C Issuer has received no contrary direction from Interface or the L/C Account Party.