Indemnification of Issuing Lender. Borrower hereby indemnifies and agrees to hold harmless the Lenders and the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), from and against any and all claims, damages, losses, liabilities, costs or expenses of any kind or nature whatsoever which the Lenders or the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any of them by reason of or in connection with any Letter of Credit collectively, the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for: A. The use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary in connection therewith; B. the validity, sufficiency or genuineness of documents or of any endorsement thereon, even if such documents should in fact prove to be in any or all respects invalid, insufficient, fraudulent or forged; C. payment by the Issuing Lender to the beneficiary under any Letter of Credit against presentation of documents which do not strictly comply with the terms of any Letter of Credit (unless such payment resulted from the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference to such Letter of Credit; D. any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of Credit the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the gross negligence or willful misconduct of the Issuing Lender or any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit.
Appears in 4 contracts
Samples: Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.), Loan and Security Agreement (Enphase Energy, Inc.)
Indemnification of Issuing Lender. Borrower (i) In addition to its other obligations under this Credit Agreement, the Credit Parties hereby indemnifies agree to protect, indemnify, pay and agrees to hold harmless the Lenders and the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including reasonable Attorney Costs) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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”).
(ii) As between the Credit Parties and the Issuing Lender, the Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. In the absence of gross negligence or willful misconduct, the Issuing Lender shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
C. payment by ; (B) the Issuing Lender validity or sufficiency of any instrument transferring or assigning or purporting to the beneficiary under transfer or assign any Letter of Credit against presentation 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) failure of documents which do not strictly comply with the terms beneficiary of any a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (unless such payment resulted D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) 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 (G) any consequences arising from causes beyond the gross negligence or willful misconduct control of the Issuing Lender), including failure 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 documents to bear any reference action taken or adequate reference to such Letter of Credit;
D. any erroromitted by the Issuing Lender, omission, interruption under or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. Credit or the related certificates, if taken or omitted in good faith, shall not put the Issuing Lender under any resulting liability to the Borrower or any other event Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify 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 Credit Parties, including, without limitation, any and all risks of the acts or circumstance whatsoever arising omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in connection with any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of CreditCredit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.
(iv) Nothing in this subsection (l) is intended to limit the reimbursement obligation of the Credit Parties contained in this Section 2.2. It is understood that in making The obligations of the Credit Parties under this subsection (l) shall survive the termination of this Credit Agreement. No act or omission of any payment under current or prior beneficiary of a Letter of Credit shall in any way affect or impair the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the gross negligence or willful misconduct rights of the Issuing Lender to enforce any right, power or any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of benefit under this Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of CreditAgreement.
Appears in 2 contracts
Samples: Multi Year Revolving Credit Agreement (Polaris Industries Inc/Mn), 364 Day Revolving Credit Agreement (Polaris Industries Inc/Mn)
Indemnification of Issuing Lender. (i) In addition to its other obligations under this Credit Agreement, the Borrower hereby indemnifies and agrees to hold harmless the Lenders protect, indemnify, pay and save the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including Attorney Costs) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").
(ii) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for (except in the case of (A), (B) and (C) below if the Issuing Lender has actual knowledge to the contrary): (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;; (B) 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) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) 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 (F) any consequences arising from causes beyond the control of 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.
C. payment (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put 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 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, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to the beneficiary pay any drawing under any Letter of Credit against presentation of documents which do not strictly comply with the terms as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.
(iv) Nothing in this subsection (j) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.2. The obligations of the Borrower under this subsection (j) 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 Issuing Lender to enforce any right, power or benefit under this Credit Agreement.
(unless such payment resulted from v) Notwithstanding anything to the contrary contained in this subsection (j), the Borrower shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising out of the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
D. any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of Credit the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered determined by Borrower which were caused by the gross negligence or willful misconduct a court of the Issuing Lender or any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Creditcompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Quest Diagnostics Inc), Credit Agreement (Quest Diagnostics Inc)
Indemnification of Issuing Lender. Borrower (i) In addition to its other obligations under this Credit Agreement, the Credit Parties hereby indemnifies agree to protect, indemnify, pay and agrees to hold harmless the Lenders and the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including reasonable Attorney Costs) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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”).
(ii) As between the Credit Parties and the Issuing Lender, the Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. In the absence of gross negligence or willful misconduct, the Issuing Lender shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
C. payment by ; (B) the Issuing Lender validity or sufficiency of any instrument transferring or assigning or purporting to the beneficiary under transfer or assign any Letter of Credit against presentation 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) failure of documents which do not strictly comply with the terms beneficiary of any a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (unless such payment resulted D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) 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 (G) any consequences arising from causes beyond the gross negligence or willful misconduct control of the Issuing Lender), including failure 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 documents to bear any reference action taken or adequate reference to such Letter of Credit;
D. any erroromitted by the Issuing Lender, omission, interruption under or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. Credit or the related certificates, if taken or omitted in good faith, shall not put the Issuing Lender under any resulting liability to the Borrower or any other event Credit Party. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify 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 Credit Parties, including, without limitation, any and all risks of the acts or circumstance whatsoever arising omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in connection with any way, be liable for any failure by the Issuing Lender or anyone else to pay any drawing under any Letter of CreditCredit as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.
(iv) Nothing in this subsection (k) is intended to limit the reimbursement obligation of the Credit Parties contained in this Section 2.2. It is understood that in making The obligations of the Credit Parties under this subsection (k) shall survive the termination of this Credit Agreement. No act or omission of any payment under current or prior beneficiary of a Letter of Credit shall in any way affect or impair the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the gross negligence or willful misconduct rights of the Issuing Lender to enforce any right, power or any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of benefit under this Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of CreditAgreement.
Appears in 2 contracts
Samples: Five Year Revolving Credit Agreement (Polaris Industries Inc/Mn), Credit Agreement (Polaris Industries Inc/Mn)
Indemnification of Issuing Lender. (i) In addition to its other obligations under this Credit Agreement, the Borrower hereby indemnifies and agrees to hold harmless the Lenders protect, indemnify, pay and save the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including Attorney Costs) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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 Governmental Authority (all such acts or omissions, herein called “Government Acts”).
(ii) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for (except in the case of (A), (B) and (C) below if the Issuing Lender has actual knowledge to the contrary): (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;; (B) 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) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) 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 (F) any consequences arising from causes beyond the control of 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.
C. payment (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put 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 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, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to the beneficiary pay any drawing under any Letter of Credit against presentation of documents which do not strictly comply with the terms as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.
(iv) Nothing in this subsection (j) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.3. The obligations of the Borrower under this subsection (j) 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 Issuing Lender to enforce any right, power or benefit under this Credit Agreement.
(unless such payment resulted from v) Notwithstanding anything to the contrary contained in this subsection (j), the Borrower shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising out of the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
D. any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of Credit the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered determined by Borrower which were caused by the gross negligence or willful misconduct a court of the Issuing Lender or any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Creditcompetent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (Quest Diagnostics Inc), Credit Agreement (Quest Diagnostics Inc)
Indemnification of Issuing Lender. Borrower (i) In addition to its other obligations under this Credit Agreement, the Credit Parties hereby indemnifies agree to protect, indemnify, pay and agrees to hold harmless the Lenders and save the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including reasonable Attorney Costs) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").
(ii) As between a Credit Party and the Issuing Lender, such Credit Party shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for (except in the case of (A), (B) and (C) below if the Issuing Lender has actual knowledge to the contrary): (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;; (B) 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) 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) errors in interpretation of technical terms; (E) 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 (F) any consequences arising from causes beyond the control of 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.
C. payment (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put 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 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, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to the beneficiary pay any drawing under any Letter of Credit against presentation of documents which do not strictly comply with the terms as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.
(iv) Nothing in this subsection (j) is intended to limit the reimbursement obligation of the Credit Parties contained in this Section 2.2. The obligations of the Credit Parties under this subsection (j) 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 Issuing Lender to enforce any right, power or benefit under this Credit Agreement.
(unless such payment resulted from v) Notwithstanding anything to the contrary contained in this subsection (j), the Credit Parties shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising solely out of the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
D. any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of Credit the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered determined by Borrower which were caused by the gross negligence or willful misconduct a court of the Issuing Lender or any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Creditcompetent jurisdiction.
Appears in 2 contracts
Samples: Multi Year Revolving Credit Agreement (Polaris Industries Inc/Mn), 364 Day Revolving Credit Agreement (Polaris Industries Inc/Mn)
Indemnification of Issuing Lender. (i) In addition to its other obligations under this Credit Agreement, the Borrower hereby indemnifies and agrees to hold harmless the Lenders protect, indemnify, pay and save the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiesreasonable costs, costs or charges and reasonable expenses of any kind or nature whatsoever which the Lenders or (including reasonable attorneys' fees) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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").
(ii) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for (except in the case of (A), (B) and (C) below if the Issuing Lender has actual knowledge to the contrary): (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;; (B) 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) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) 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 (G) any consequences arising from causes reasonably beyond the reasonable control of 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.
C. payment (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put 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 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, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to the beneficiary pay any drawing under any Letter of Credit against presentation of documents which do not strictly comply with the terms as a result of any Government Acts or any other cause beyond the reasonable control of the Issuing Lender.
(iv) Nothing in this subsection (j) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.2. The obligations of the Borrower under this subsection (j) 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 Issuing Lender to enforce any right, power or benefit under this Credit Agreement.
(unless such payment resulted from v) Notwithstanding anything to the contrary contained in this subsection (j), the Borrower shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising primarily out of the gross negligence or willful misconduct of the Issuing Lender), including failure as determined by a court of any documents to bear any reference or adequate reference to such Letter of Credit;
D. any error, omission, interruption or delay competent jurisdiction. Nothing in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of Credit this Agreement shall relieve the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information liability to the contrary. With Borrower in respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) action taken by the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the action constitutes gross negligence or willful misconduct of the Issuing Lender or any officer, director, employee or agent a violation of the Issuing Lender UCP or Uniform Commercial Code (as applicable), as determined by the Issuing Lender’s wrongful dishonor a court of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Creditcompetent jurisdiction.
Appears in 1 contract
Samples: Credit Agreement (Delta Woodside Industries Inc /Sc/)
Indemnification of Issuing Lender. (i) In addition to its other obligations under this Credit Agreement, the Borrower hereby indemnifies and agrees to hold harmless the Lenders protect, indemnify, pay and save the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including reasonable attorneys' fees) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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 Governmental Authority (all such acts or omissions, herein called "Government Acts"). ---------------
(ii) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for (except in the case of (A), (B) and (C) below if the Issuing Lender has actual knowledge to the contrary): (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;; (B) 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) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) 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 (G) any consequences arising from causes beyond the control of 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.
C. payment (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put 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 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, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to the beneficiary pay any drawing under any Letter of Credit against presentation of documents which do not strictly comply with the terms as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.
(iv) Nothing in this subsection (j) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.2. The obligations of the Borrower under this subsection (j) 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 Issuing Lender to enforce any right, power or benefit under this Credit Agreement.
(unless such payment resulted from v) Notwithstanding anything to the contrary contained in this subsection (j), the Borrower shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising solely out of the gross negligence or willful misconduct of the Issuing Lender), including failure as determined by a court of any documents to bear any reference or adequate reference to such Letter of Credit;
D. any error, omission, interruption or delay competent jurisdiction. Nothing in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of Credit this Agreement shall relieve the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information liability to the contrary. With Borrower in respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) action taken by the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the action constitutes gross negligence or willful misconduct of the Issuing Lender or any officer, director, employee or agent a violation of the Issuing Lender UCP or Uniform Commercial Code (as applicable), as determined by the Issuing Lender’s wrongful dishonor a court of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Creditcompetent jurisdiction.
Appears in 1 contract
Indemnification of Issuing Lender. Borrower (i) In addition to its other obligations under this Credit Agreement, the Credit Parties hereby indemnifies agree to protect, indemnify, pay and agrees to hold harmless the Lenders and the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including reasonable attorneys’ fees) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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”).
(ii) As between the Credit Parties and the Issuing Lender, the Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;; (B) 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) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) 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 (G) any consequences arising from causes beyond the control of 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.
C. payment (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put 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 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 Credit Parties, including, without limitation, any and all risks of the acts or omissions, whether rightful or wrongful, of any present or future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to the beneficiary pay any drawing under any Letter of Credit against presentation of documents which do not strictly comply with the terms as a result of any Government Acts or any other cause beyond the control of the Issuing Lender.
(iv) Nothing in this subsection (k) is intended to limit the reimbursement obligation of the Borrower contained in this Section 2.2. The obligations of the Borrower under this subsection (k) 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 Issuing Lender to enforce any right, power or benefit under this Credit Agreement.
(unless such payment resulted from v) Notwithstanding anything to the contrary contained in this subsection (k), the Credit Parties shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising out of the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
D. any error, omission, interruption or delay . Nothing in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of this Credit Agreement shall relieve the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information liability to the contrary. With Credit Parties in respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) action taken by the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the action constitutes gross negligence or willful misconduct of the Issuing Lender or any officer, director, employee or agent a violation of the Issuing Lender ISP or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of CreditUniform Commercial Code (as applicable).
Appears in 1 contract
Samples: Revolving Credit Agreement (Pan Pacific Retail Properties Inc)
Indemnification of Issuing Lender. Borrower (i) In addition to its other obligations under this Credit Agreement, the Credit Parties hereby indemnifies agree to protect, indemnify, pay and agrees to hold harmless the Lenders and save the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including reasonable Attorney Costs) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").
(ii) As between a Credit Party and the Issuing Lender, such Credit Party shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The Issuing Lender shall not be responsible for (except in the case of (A), (B) and (C) below if the Issuing Lender has actual knowledge to the contrary): (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
C. payment by ; (B) the Issuing Lender validity or sufficiency of any instrument transferring or assigning or purporting to the beneficiary under transfer or assign any Letter of Credit against presentation of documents which do not strictly comply with or the terms of rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove to be invalid or ineffective for any Letter of Credit reason; (unless such payment resulted from the gross negligence C) errors, omissions, interruptions or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
D. any error, omission, interruption or delay delays in transmission, dispatch transmission or delivery of any message messages, by mail, cable, telegraph, telex or adviceotherwise, however transmitted, whether or not they be in connection with any Letter cipher; (D) errors in interpretation of Credittechnical terms; or
E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of Credit the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to loss or delay in the extent such amounts result from the gross negligence transmission or willful misconduct of such L/C Indemnified Person, and (ii) the Issuing Lender shall be liable to Borrower to the extent but only to the extent, otherwise of any direct, as opposed document required in order to consequential or incidental, damages suffered by Borrower which were caused by the gross negligence or willful misconduct of the Issuing Lender or any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of make a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit.drawing
Appears in 1 contract
Samples: 364 Day Revolving Credit Agreement (Polaris Industries Inc/Mn)
Indemnification of Issuing Lender. (i) In addition to its other obligations under this Agreement, the Borrower hereby indemnifies and agrees to protect, indemnify, pay and hold harmless the Lenders and the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including reasonable attorneys' fees) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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 omission, herein called "Government Acts").
(ii) As between the Borrower and the Issuing Lender, the Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. Except in the case of gross negligence or willful misconduct on the part of Issuing Lender, the Issuing Lender shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for an issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;; (B) 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) failure of the beneficiary of a Letter of Credit to comply fully with conditions required in order to draw upon a Letter of Credit; (D) errors, omissions, interruptions or delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they be in cipher; (E) errors in interpretation of technical terms; (F) 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 (G) any consequences arising from causes beyond the control of 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.
C. payment (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Issuing Lender, under or in connection with any Letter of Credit or the related certificates, if taken or omitted in good faith, shall not put the Issuing Lender under any resulting liability to the Borrower. It is the intention of the parties that this Agreement shall be construed and applied to protect and indemnify 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 including, without limitation, any and all risks of the present or future Government Acts. The Issuing Lender shall not, in any way, be liable for any failure by the Issuing Lender or anyone else to the beneficiary pay any drawing under any Letter of Credit against presentation of documents which do not strictly comply with the terms as a result of any government acts or any other cause beyond the control of the Issuing Lender.
(iv) Nothing in this subsection (f) is intended to limit the reimbursement obligation of the Borrower contained in this Section 3. The obligations of the Borrower under this subsection (f) shall survive the termination of this 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 Issuing Lender to enforce any right, power or benefit under this Agreement.
(unless such payment resulted from v) Notwithstanding anything to the contrary contained in this subsection i, the Borrower shall have no obligation to indemnify the Issuing Lender in respect of any liability incurred by the Issuing Lender arising solely out of the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference to such Letter of Credit;
D. any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any Letter of Credit; or
E. any other event or circumstance whatsoever arising in connection with any Letter of Credit. It is understood that in making any payment under a Letter of Credit the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, and (ii) the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered determined by Borrower which were caused by the gross negligence or willful misconduct a court of the Issuing Lender or any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Creditcompetent jurisdiction.
Appears in 1 contract
Samples: Loan Agreement (MS Carriers Inc)
Indemnification of Issuing Lender. (i) In addition to its other obligations under this Credit Agreement, the Relevant Borrower hereby indemnifies and agrees to protect, indemnify, pay and hold harmless the Lenders and the relevant Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which (including reasonable legal fees) that the Lenders or the relevant Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason (A) the issuance of or in connection with any Letter of Credit collectively, the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent payment or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made non-payment of any Letter of Credit on behalf of such Borrower or for (B) the failure of the relevant Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called ''Government Acts'').
(ii) As between the Relevant Borrower and the relevant Issuing Lender, the Relevant Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The relevant Issuing Lender shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
C. payment by ; (B) the Issuing Lender validity or sufficiency of any instrument transferring or assigning or purporting to the beneficiary under transfer or assign any Letter of Credit against presentation 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) failure of documents which do not strictly comply with the terms beneficiary of any a Letter of Credit (unless such payment resulted from the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference comply fully with conditions required in order to such draw upon a Letter of Credit;
D. any error; (D) errors, omissionomissions, interruption interruptions or delay delays in transmission, dispatch transmission or delivery of any message messages, by mail, cable, telegraph, telex or adviceotherwise, however transmitted, whether or not they be in connection with cipher; (E) errors in interpretation of technical terms; (F) any Letter loss or delay in the transmission or otherwise of Credit; or
E. any other event or circumstance whatsoever arising document required in connection with any Letter of Credit. It is understood that in making any payment order to make a drawing under a Letter of Credit or of the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, proceeds thereof; and (iiG) any consequences arising from causes beyond the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the gross negligence or willful misconduct control of the Issuing Lender or any officer, director, employee or agent of the Issuing Lender or by the relevant Issuing Lender’s wrongful dishonor of , including any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit.Government
Appears in 1 contract
Samples: Credit Agreement (Bombardier Recreational Products Inc.)
Indemnification of Issuing Lender. Borrower (i) In addition to its other obligations under this Credit Agreement, the Credit Parties hereby indemnifies agree to protect, indemnify, pay and agrees to hold harmless the Lenders and the Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which the Lenders or (including reasonable Attorney Costs) that the Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason of or in connection with any Letter of Credit collectively, (A) the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made issuance of any Letter of Credit or for (B) the failure of 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”).
(ii) As between the Credit Parties and the Issuing Lender, the Credit Parties shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. In the absence of gross negligence or willful misconduct, the Issuing Lender shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
C. payment by ; (B) the Issuing Lender validity or sufficiency of any instrument transferring or assigning or purporting to the beneficiary under transfer or assign any Letter of Credit against presentation 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) failure of documents which do not strictly comply with the terms beneficiary of any a Letter of Credit (unless such payment resulted from the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference comply fully with conditions required in order to such draw upon a Letter of Credit;
D. any error; (D) errors, omissionomissions, interruption interruptions or delay delays in transmission, dispatch transmission or delivery of any message messages, by mail, cable, telegraph, telex or adviceotherwise, however transmitted, whether or not they be in connection with cipher; (E) errors in interpretation of technical terms; (F) any Letter loss or delay in the transmission or otherwise of Credit; or
E. any other event or circumstance whatsoever arising document required in connection with any Letter of Credit. It is understood that in making any payment order to make a drawing under a Letter of Credit or of the Issuing Lender will rely on documents presented to it under such Letter of Credit as to any and all matters set forth therein without further investigation and regardless of any notice or information to the contrary. With respect to subparagraphs (A) through (E) of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified Person, proceeds thereof; and (iiG) any consequences arising from causes beyond the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the gross negligence or willful misconduct control of the Issuing Lender or Lender, including, without limitation, any officer, director, employee or agent of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Credit.Government
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Indemnification of Issuing Lender. (i) In addition to its other obligations under this Credit Agreement, the Relevant Borrower hereby indemnifies and agrees to protect, indemnify, pay and hold harmless the Lenders and the relevant Issuing Lender and their respective Affiliates, and the respective officers, directors, employees and agents of such Persons (each an “L/G Indemnified Person”), harmless from and against any and all claims, demands, liabilities, damages, losses, liabilitiescosts, costs or charges and expenses of any kind or nature whatsoever which (including reasonable legal fees) that the Lenders or the relevant Issuing Lender or the Collateral Agent or any such Person may incur or which may be claimed against any subject to as a consequence, direct or indirect, of them by reason (A) the issuance of or in connection with any Letter of Credit collectively, the “L/C Indemnified Amounts”), and none of the Issuing Lender, the Collateral Agent payment or any Lender or any of their respective officers, directors, employees or agents shall be liable or responsible for:
A. The use which may be made non-payment of any Letter of Credit on behalf of such Borrower or for (B) the failure of the relevant Issuing Lender to honor a drawing under any such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions herein called “Government Acts”).
(ii) As between the Relevant Borrower and the relevant Issuing Lender, the Relevant Borrower shall assume all risks of the acts, omissions or misuse of any Letter of Credit by the beneficiary thereof. The relevant Issuing Lender shall not be responsible for: (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document submitted by any party in connection therewith;
B. with the validity, sufficiency or genuineness of documents or application for and issuance of any endorsement thereonLetter of Credit, even if such documents it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged;
C. payment by ; (B) the Issuing Lender validity or sufficiency of any instrument transferring or assigning or purporting to the beneficiary under transfer or assign any Letter of Credit against presentation 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) failure of documents which do not strictly comply with the terms beneficiary of any a Letter of Credit (unless such payment resulted from the gross negligence or willful misconduct of the Issuing Lender), including failure of any documents to bear any reference or adequate reference comply fully with conditions required in order to such draw upon a Letter of Credit;
D. any error; (D) errors, omissionomissions, interruption interruptions or delay delays in transmission, dispatch transmission or delivery of any message messages, by mail, cable, telegraph, telex or adviceotherwise, however transmittedwhether or not they be in cipher; (E) errors in interpretation of technical terms; (F) 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 (G) any consequences arising from causes beyond the control of the relevant Issuing Lender, including any Government Acts. None of the above shall affect, impair or prevent the vesting of the relevant Issuing Lender’s rights or powers hereunder.
(iii) In furtherance and extension and not in limitation of the specific provisions set forth above, any action taken or omitted by the relevant Issuing Lender, under or in connection with any Letter of Credit; or
E. Credit or the related certificates, if taken or omitted in good faith, shall not put the relevant Issuing Lender under any resulting liability to the Relevant Borrower or any other event Obligor. It is the intention of the parties that this Credit Agreement shall be construed and applied to protect and indemnify the relevant Issuing Lender against any and all risks involved in the issuance of the Letter of Credit, all of which risks are hereby assumed by the Relevant Borrower, including any and all risks of the acts or circumstance whatsoever arising omissions, whether rightful or wrongful, of any present or future Government Acts. The relevant Issuing Lender shall not in connection with any way be liable for any failure by such Issuing Lender or anyone else to pay any drawing under any Letter of CreditCredit as a result of any Government Acts or any other cause beyond the control of such Issuing Lender.
(iv) Nothing in this Section 2.11(i) is intended to limit the Reimbursement Obligations of the Relevant Borrower contained in this Section 2.11. It is understood that in making The obligations of the Relevant Borrower under this Section 2.11(i) shall survive the termination of this Agreement. No act or omission of any payment under current or prior beneficiary of a Letter of Credit shall in any way affect or impair the rights of the relevant Issuing Lender will rely on documents presented to it enforce any right, power or benefit under such Letter of Credit as this Agreement. Notwithstanding anything to any and all matters set forth therein without further investigation and regardless the contrary contained in this Section 2.11, the Relevant Borrower shall have no obligation to indemnify the relevant Issuing Lender in respect of any notice or information to the contrary. With respect to subparagraphs (A) through (E) liability incurred by such Issuing Lender arising solely out of this subsection (v), (i) Borrower shall not be required to indemnity any L/C Indemnifies Person for any L/C Indemnified Amounts to the extent such amounts result from the gross negligence or willful misconduct of such L/C Indemnified PersonIssuing Lender, and (ii) as finally determined by a court of competent jurisdiction. Nothing in this Agreement shall relieve the relevant Issuing Lender of any liability to the Relevant Borrower in respect of any action taken by the Issuing Lender shall be liable to Borrower to the extent but only to the extent, of any direct, as opposed to consequential or incidental, damages suffered by Borrower which were caused by the action constitutes gross negligence or willful misconduct of the such Issuing Lender or any officer, director, employee or agent as determined by a court of the Issuing Lender or by the Issuing Lender’s wrongful dishonor of any Letter of Credit after the presentation to it by the beneficiary thereunder of a draft or other demand for payment and other documentation strictly complying with the terms and conditions of such Letter of Creditcompetent jurisdiction.
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