Common use of LC Agent Clause in Contracts

LC Agent. Castlerigg is hereby appointed as the LC Agent for the Buyers hereunder, and each Buyer hereby authorizes the LC Agent (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to the Letter of Credit in accordance with the terms of this Agreement. The LC Agent shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the LC Agent nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees to defend, protect, indemnify and hold harmless the LC Agent and all of its officers, directors, employees and agents (collectively, the "Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Indemnitee of the duties and obligations of the LC Agent pursuant hereto.

Appears in 2 contracts

Samples: Securities Purchase Agreement (House of Taylor Jewelry, Inc.), Securities Purchase Agreement (House of Taylor Jewelry, Inc.)

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LC Agent. Castlerigg is hereby appointed as the LC Agent for the Buyers hereunder, and each Buyer hereby authorizes the LC Agent (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to the Letter of Credit in accordance with the terms of this Agreement. The LC Agent shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the LC Agent nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees agree to defend, protect, indemnify and hold harmless the LC Agent and all of its officers, directors, employees and agents (collectively, the "Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Indemnitee of the duties and obligations of the LC Agent pursuant hereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Earth Biofuels Inc)

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LC Agent. Castlerigg is hereby appointed as the LC Agent for the Buyers hereunder, and each Buyer hereby authorizes the LC Agent (and its officers, directors, employees and agents) to take any and all such actions on behalf of such Buyer with respect to the Letter of Credit in accordance with the terms of this Agreement. The LC Agent shall not have, by reason hereof or any of the other Transaction Documents, a fiduciary relationship in respect of the Buyers. Neither the LC Agent nor any of its officers, directors, employees and agents shall have any liability to the Buyers for any action taken or omitted to be taken in connection hereof except to the extent caused by its own gross negligence or willful misconduct, and the Buyers agrees agree to defend, protect, indemnify and hold harmless the LC Agent and all of its officers, directors, employees and agents (collectively, the "Indemnitees") from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys' fees, costs and expenses) incurred by such Indemnitee, as incurred, whether direct, indirect or consequential, arising from or in connection with the performance by such Indemnitee of the duties and obligations of the LC Agent pursuant hereto.

Appears in 1 contract

Samples: Securities Purchase Agreement (Earth Biofuels Inc)

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