Common use of Reliance by Agent, Issuing Bank and Lenders Clause in Contracts

Reliance by Agent, Issuing Bank and Lenders. Agent, Issuing Bank and Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly and believed in good faith to have been given by or on behalf of Borrower Agent or Obligors (or any Obligor) even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (b) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrowers shall indemnify Agent, Issuing Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower Agent or any Obligor; provided that such indemnity shall not, as to any such Indemnitee, (i) be available to the extent that such losses, costs or expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (B) result from a claim brought by a Borrower or any other Obligor against such Indemnitee for material breach or breach in bad faith of such Indemnitee's obligations hereunder or under any other Credit Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (ii) include any allocated costs of internal counsel for any such Indemnitee. All telephonic notices to and other telephonic communications with Agent may be recorded by Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Agent, Issuing Bank and Lenders. Agent, Issuing Bank and Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly and believed in good faith to have been given by or on behalf of Borrower Agent or Obligors (or any Obligor) even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (b) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrowers shall indemnify Agent, Issuing Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower Agent or any Obligor; provided that such indemnity shall not, as to any such Indemnitee, (i) be available to the extent that such losses, costs or expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (B) result from a claim brought by a Borrower or any other Obligor against such Indemnitee for material breach or breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Credit Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (ii) include any allocated costs of internal counsel for any such Indemnitee. All telephonic notices to and other telephonic communications with Agent may be recorded by Agent, and each of the parties hereto hereby consents to such recording.

Reliance by Agent, Issuing Bank and Lenders. Agent, Issuing Bank and Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing) purportedly and believed in good faith to have been given by or on behalf of Borrower Agent or Obligors (or any Obligor) the Borrowers even if (a) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (b) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrowers shall indemnify Agent, Issuing Bank, each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of any Borrower Agent or any ObligorBorrower; provided that such indemnity shall not, as to any such Indemnitee, (i) be available to the extent that such losses, costs or expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (B) result from a claim brought by a Borrower or any other Obligor against such Indemnitee for material breach or breach in bad faith of such Indemnitee's ’s obligations hereunder or under any other Credit Document, if such Borrower or such Obligor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction, or (ii) include any allocated costs of internal counsel for any such Indemnitee. All telephonic notices to and other telephonic communications with Agent may be recorded by Agent, and each of the parties hereto hereby consents to such recording.