Common use of Indemnity and No Lender Liability Clause in Contracts

Indemnity and No Lender Liability. Each Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders or the Agent or any other Person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, the Lenders’, applicable Fronting Lender’s, or the applicable Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each Borrower agrees that the Lenders, the Fronting Lenders, the Operating Lenders and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the Operating Lenders, the Agent or any other Person in connection therewith, except as a result of the Agent’s, Lenders’, each Fronting Lender’s, or each Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction).

Indemnity and No Lender Liability. Each The Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders Lender and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders Lender and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders Lender or the Agent or any other Person person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, the Lenders’, applicable ’ or Fronting Lender’s, or the applicable Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct. Each The Borrower also agrees that the Lenders, the Fronting Lenders, the Operating Lenders Lender and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the Operating Lenders, Lender or the Agent or any other Person person in connection therewith, except as a result of the Agent’s, Lenders’, each ’ or Fronting Lender’s, or each Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct.

Indemnity and No Lender Liability. Each The Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting LendersLender, the applicable Operating Lenders Lender and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting LendersLender, the Operating Lenders Lender and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting LendersLender, the Operating Lenders Lender or the Agent or any other Person person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s's, the Lenders’', applicable Fronting Lender’s, 's or the applicable Operating Lender’s 's (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct. Each The Borrower also agrees that the Lenders, the Fronting LendersLender, the Operating Lenders Lender and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting LendersLender, the Operating Lenders, Lender or the Agent or any other Person person in connection therewith, except as a result of the Agent’s's, Lenders’Lxxxxxx', each Fronting Lender’s, 's or each Operating Lender’s 's (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct.

Indemnity and No Lender Liability. Each The Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders Bank and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders Bank and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders Bank or the Agent or any other Person person in connection therewith, including including, without limitation, all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent Fronting Bank from accepting or paying any LC Draft or any amount under any such Letter of Credit, except as a result for any of such resulting from the Agent’s, the Lenders’, applicable ’ or Fronting Lender’s, or the applicable Operating LenderBank’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct. Each The Borrower also agrees that the Lenders, the Fronting Lenders, the Operating Lenders Bank and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the Operating Lenders, Bank or the Agent or any other Person person in connection therewith, except as a result of the Agent’s, Lenders’, each ’ or Fronting Lender’s, or each Operating LenderBank’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct.

Indemnity and No Lender Liability. Each Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders or the Agent or any other Person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, the Lenders’, applicable Fronting Lender’s, or the applicable Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct. Each Borrower agrees that the Lenders, the Fronting Lenders, the Operating Lenders and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the Operating Lenders, the Agent or any other Person in connection therewith, except as a result of the Agent’s, Lenders’, each Fronting Lender’s, or each Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct.

Indemnity and No Lender Liability. Each The Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting LendersLender, the applicable Operating Lenders Lender and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting LendersLender, the Operating Lenders Lender and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting LendersLender, the Operating Lenders Lender or the Agent or any other Person person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s's, the Lenders’', applicable Fronting Lender’s, 's or the applicable Operating Lender’s 's (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct. Each The Borrower also agrees that the Lenders, the Fronting LendersLender, the Operating Lenders Lender and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting LendersLender, the Operating Lenders, Lender or the Agent or any other Person person in connection therewith, except as a result of the Agent’s's, Lenders’Xxxxxxx', each Fronting Lender’s, 's or each Operating Lender’s 's (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct.

Indemnity and No Lender Liability. Each The Borrower in respect of each Letter of Credit issued at its request shall will indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders Issuing Lender and the Administrative Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders Issuing Lender and the Administrative Agent arising out of or in connection with any Letter of CreditCredit or Letter of Guarantee, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders Issuing Lender or the Administrative Agent or any other Person person in connection therewiththerewith (including such indemnified Person's own negligence), including including, without limitation, all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent Issuing Lender from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result Credit or Letter of the Agent’s, the Lenders’, applicable Fronting Lender’s, or the applicable Operating Lender’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)Guarantee. Each The Borrower also agrees that the Lenders, the Fronting Lenders, the Operating Lenders Issuing Lender and the Administrative Agent shall will have no liability to it for any reason in respect of or in connection with any Letter of CreditCredit or Letter of Guarantee, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, Issuing Lender or the Operating Lenders, the Administrative Agent or any other Person person in connection therewith, except as a result of the Administrative Agent’s's, Lenders’, each Fronting ' or Issuing Lender’s, or each Operating Lender’s (as applicable) 's gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct.

Indemnity and No Lender Liability. Each The Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting LendersOperating Lender, the applicable Operating Lenders Fronting Lender and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting LendersOperating Lender, the Operating Lenders Fronting Lender and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting LendersOperating Lender, the Operating Lenders or Fronting Lender, the Agent or any other Person person in connection therewith, including all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent Operating Lender or the Fronting Lender, as applicable, from accepting or paying any Draft or any amount under any such Letter of Credit, except as a result of the Agent’s, the Lenders’, applicable Fronting Lender’s, or the applicable Operating Lendersuch person’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct. Each The Borrower also agrees that the Lenders, the Fronting LendersOperating Lender, the Operating Lenders Fronting Lender and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting LendersOperating Lender, the Operating LendersFronting Lender, the Agent or any other Person person in connection therewith, except as a result of the Agent’s, Lenders’, each Fronting Lender’s, or each Operating Lendersuch person’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct.

Indemnity and No Lender Liability. Each The Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders Bank and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders Bank and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders Bank or the Agent or any other Person in connection therewith, including including, without limitation, all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent Fronting Bank from accepting or paying any LC Draft or any amount under any such Letter of Credit, except as a result for any of such resulting from the Agent’s, the Lenders’, applicable ’ or Fronting Lender’s, or the applicable Operating LenderBank’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct. Each The Borrower also agrees that the Lenders, the Fronting Lenders, the Operating Lenders Bank and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the Operating Lenders, Bank or the Agent or any other Person in connection therewith, except as a result of the Agent’s, Lenders’, each ’ or Fronting Lender’s, or each Operating LenderBank’s (as applicable) gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction)misconduct.

Indemnity and No Lender Liability. Each The Borrower in respect of each Letter of Credit issued at its request shall indemnify and save harmless the applicable Lenders, the applicable Fronting Lenders, the applicable Operating Lenders Bank and the Agent against all claims, losses, costs, expenses or damages to the Lenders, the Fronting Lenders, the Operating Lenders Bank and the Agent arising out of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any action taken by the Lenders, the Fronting Lenders, the Operating Lenders Bank or the Agent or any other Person in connection therewith, including including, without limitation, all costs relating to any legal process or proceeding instituted by any party restraining or seeking to restrain the issuer of a Letter of Credit or the Agent Fronting Bank from accepting or paying any LC Draft or any amount under any such Letter of Credit, except as a result for any of such resulting from the Agent’s's, the Lenders’, applicable ' or Fronting Lender’s, or the applicable Operating Lender’s (as applicable) Bank's gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction). Each The Borrower also agrees that the Lenders, the Fronting Lenders, the Operating Lenders Bank and the Agent shall have no liability to it for any reason in respect of or in connection with any Letter of Credit, the issuance thereof, any payment thereunder or any other action taken by the Lenders, the Fronting Lenders, the Operating Lenders, Bank or the Agent or any other Person in connection therewith, except as a result of the Agent’s's, Lenders’, each ' or Fronting Lender’s, or each Operating Lender’s (as applicable) Bank's gross negligence or wilful misconduct (as determined by a final non-appealable judgment of a court of competent jurisdiction).