Common use of Nature of Bank's Duties Clause in Contracts

Nature of Bank's Duties. (i) In addition to amounts payable as elsewhere provided in this Agreement, the Company hereby agrees to pay and to protect, indemnify and save harmless the Banks from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) that the Banks may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or the incurrence obligations pursuant to any Letter of Credit in respect thereof, or (B) the failure of the Banks to honor a demand for payment under any Letter of Credit or of the Banks to make any payment under any obligations pursuant to any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the Banks (as finally determined by a court of competent jurisdiction). (ii) As between the Banks, on the one hand, and the Company on the other hand, the Company assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, beneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, the Banks shall not be responsible for (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (B) 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) the failure of the beneficiary of any Letter of Credit to comply fully with conditions required to demand payment under such 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 may be in cipher, (E) errors in interpretation of technical terms, (F) any loss or delay in the transmission or otherwise of any document required to make a payment under any Letter of Credit, (G) the credit of the proceeds of any drawing under any Letter of Credit and (H) any consequences arising from causes beyond the control of the Banks; provided that in each case described in (A)-(H) hereof, a Bank shall be liable only to the extent of any losses, claims or liabilities that arise solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). None of the above shall affect, impair or prevent the vesting of any of the Banks' rights or powers hereunder or under this Agreement.

Nature of Bank's Duties. (i) In addition to amounts payable as elsewhere provided in this Agreement, the Company Borrower hereby agrees to pay and to protect, indemnify and save harmless the Banks from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) that the Banks may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or the incurrence obligations pursuant to any Letter of Credit in respect thereof, or (B) the failure of the Banks to honor a demand for payment under any Letter of Credit or of the Banks to make any payment under any obligations pursuant to any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the Banks (as finally determined by a court of competent jurisdiction). (ii) As between the Banks, on the one hand, and the Company Borrower, on the other hand, the Company Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, beneficiaries of any Letter of Credit. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, the Banks shall not be responsible for (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, (B) 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) the failure of the beneficiary of any Letter of Credit to comply fully with conditions required to demand payment under such 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 may be in cipher, (E) errors in interpretation of technical terms, (F) any loss or delay in the transmission or otherwise of any document required to make a payment under any Letter of Credit, (G) the credit of the proceeds of any drawing under any Letter of Credit and (H) any consequences arising from causes beyond the control of the Banks; provided that in each case described in (A)-(H) hereof, a Bank shall be liable only to the extent of any losses, claims or liabilities that arise solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). None of the above shall affect, impair or prevent the vesting of any of the Banks' rights or powers hereunder or under this Agreement.

Nature of Bank's Duties. (i) In addition to amounts payable as elsewhere provided in this AgreementAs between the Company and the Bank, the Company hereby agrees to pay and to protect, indemnify and save harmless the Banks from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) that the Banks may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or the incurrence obligations pursuant to any Letter of Credit in respect thereof, or (B) the failure of the Banks to honor a demand for payment under any Letter of Credit or of the Banks to make any payment under any obligations pursuant to any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the Banks (as finally determined by a court of competent jurisdiction). (ii) As between the Banks, on the one hand, and the Company on the other hand, the Company assumes shall assume all risks of the acts and acts, omissions of, or misuse of any the Letter of Credit by, beneficiaries of any Letter of Creditby the Trustee. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, the Banks The Bank shall not be responsible responsible: (i) for (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued submitted by any party in connection with the application for and issuance of any the Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (Bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any the Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason, ; (Ciii) the for failure of the beneficiary of any Letter of Credit Trustee to comply fully with conditions required in order to demand payment under such draw upon the Letter of Credit; (Div) for errors, omissions, interruptions or delays in transmission or delivery of any messages messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be in cipher, ; (Ev) for errors in interpretation of technical terms, ; (Fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment drawing under any the Letter of Credit, (G) the credit Credit or of the proceeds of any drawing under any Letter of Credit thereof; and (Hvii) for any consequences arising from causes beyond the control of the Banks; provided that in each case described in (A)-(H) hereof, a Bank shall be liable only to the extent of any losses, claims or liabilities that arise solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction)Bank. None of the above shall affect, impair impair, or prevent the vesting of any of the Banks' Bank's rights or powers hereunder hereunder, In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any action taken or omitted by the Bank. under or in connection with the Letter of Credit or the related drafts or document(s), if taken or omitted in good faith, shall not put the Bank under any resulting liability to the Company. The Company hereby agrees at all times to protect, indemnify and save harmless the Bank from and against any and all claims, actions, suits and other legal proceedings, and from and against any and all losses, claims, demands, liabilities, damages, costs, charges, counsel fees and other expenses which the Bank may, at any time, sustain or incur by reason of or in consequence of or arising out of the issuance of the Letter of Credit; it being the intention of the parties that this Agreement.Agreement shall be construed and applied to protect and indemnify the Bank against any and Notwithstanding anything to the contrary contained in this Paragraph 10, the Company shall have no obligation to indemnify the Bank in respect of any liability incurred by the Bank arising solely out of the gross negligence or willful misconduct of the Bank or out of the wrongful dishonor by the Bank of a proper demand for payment made under the Letter of Credit,

Nature of Bank's Duties. (i) In addition to amounts payable as elsewhere provided in this Agreement, the Company hereby agrees to pay and to protect, indemnify and save harmless the Banks from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees and allocated costs of internal counsel) that the Banks may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or the incurrence obligations pursuant to any Letter of Credit in respect thereof, or (B) the failure of the Banks to honor a demand for payment under any Letter of Credit or of the Banks to make any payment under any obligations pursuant to any Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or Governmental Authority, in each case other than to the extent solely as a result of the gross negligence or willful misconduct of the Banks (as finally determined by a court of competent jurisdiction). (ii) As between the Banks, on the one hand, and the Company on the other hand, the Company The Borrower assumes all risks of the acts and omissions of, or misuse of any Letter of Credit by, beneficiaries of any Letter of Creditby the beneficiary thereof. In furtherance and not in limitation of the foregoing, to the fullest extent permitted by law, the Banks Bank shall not be responsible responsible: (i) for (A) the form, validity, sufficiency, accuracy, genuineness or legal effect of any document issued by any party in connection with the application for and issuance of any Letter of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or forged, ; (Bii) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that which may prove to be invalid or ineffective for any reason, ; (Ciii) the for failure of the beneficiary of any Letter of Credit to comply fully with conditions required in order to demand payment thereunder; provided that, in the case of any payment by the Bank under any Letter of Credit, the Bank has not acted with gross negligence or willful misconduct (as determined by a court of competent jurisdiction) in determining that the demand for payment under such Letter of CreditCredit complies on its face with any applicable requirements for a demand for payment thereunder; (Div) errors, for errors omissions, interruptions or delays in transmission or delivery of any messages messages, by mail, cable, telegraph, telex or otherwise, whether or not they may be are in cipher, ; (Ev) for errors in interpretation of or technical terms, ; (Fvi) for any loss or delay in the transmission or otherwise of any document required in order to make a payment under any Letter of Credit, ; (Gvii) for the credit of the proceeds of any drawing under any Letter of Credit Credit; and (Hviii) for any consequences arising from causes beyond the control of the Banks; provided that in each Bank as the case described in (A)-(H) hereof, a Bank shall be liable only to the extent of any losses, claims or liabilities that arise solely as a result of its gross negligence or willful misconduct (as finally determined by a court of competent jurisdiction). None of the above shall affect, impair or prevent the vesting of any of the Banks' rights or powers hereunder or under this Agreement.may