Common use of Indemnification; Exoneration Clause in Contracts

Indemnification; Exoneration. (A) In addition to all other amounts payable to an Issuing Bank, the Borrower hereby agrees to defend, indemnify, and save the Administrative Agent, the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (ii) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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.

Indemnification; Exoneration. (Ai) In addition to all other amounts payable to an Issuing Bank, the Borrower Borrowers hereby agrees agree to defend, indemnify, and save the Administrative Agent, the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (iiB) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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.

Indemnification; Exoneration. (A) In addition to all other amounts payable to an the Issuing Bank, the Borrower hereby agrees to defend, indemnify, and save the Administrative Agent, the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (ii) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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.

Indemnification; Exoneration. (Ai) In addition to all other amounts payable to an Issuing Bank, the Borrower and the Co-Applicant, if applicable, hereby agrees to defend, indemnify, indemnify and save the Administrative AgentAgents, the each Issuing Bank and each Revolving Credit Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative AgentAgents, the such Issuing Bank or such Revolving Credit Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance issuance of any Letter of Credit to the Borrower or the Co-Applicant, if applicable, other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, jurisdiction or (iiB) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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.

Indemnification; Exoneration. (Ai) In addition to all other amounts payable to an Issuing Bank, the Lead Agent and each other Bank, the Borrower hereby agrees to defend, indemnify, and save harmless the Administrative Lead Agent, the each Issuing Bank Bank, and each Lender harmless other Bank from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), reasonable costs, reasonable charges and reasonable expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Lead Agent, the Issuing Bank Banks, or such Lender other Bank may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the applicable Issuing Bank, as determined by a court of competent jurisdiction, or (iiB) the failure of the applicable Issuing Bank issuing a Letter of Credit to honor a drawing under 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.

Indemnification; Exoneration. (A) In addition to all other amounts payable to an the Issuing Bank, the Borrower hereby agrees to defend, indemnify, and save the Administrative Agent, the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' ’ fees but excluding taxes) which the Administrative Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (ii) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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.

Indemnification; Exoneration. (Ai) In addition to all other amounts payable to an Issuing Bank, the Borrower hereby agrees to defend, indemnify, and save the Administrative Agent, the each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, the such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (iiB) the failure of the Issuing Issu ing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO government or Governmental Authority.

Indemnification; Exoneration. (Ai) In addition to all other amounts payable to an Issuing Bank, the Borrower Borrowers hereby agrees agree to defend, indemnify, and save the Administrative Collateral Agent, the each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Collateral Agent, the such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent com- petent jurisdiction, or (iiB) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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 Govern- mental Authority.

Indemnification; Exoneration. (Ai) In addition to all other amounts payable to an Issuing Bank, the Borrower hereby agrees to defend, indemnify, and save the Administrative Agent, the each Issuing Bank Bank, and each other Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), reasonable costs, reasonable charges and reasonable expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, the Issuing Bank Banks, or such other Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (iiB) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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.

Indemnification; Exoneration. (Ai) In addition to all other amounts payable to an Issuing Bank, the Borrower hereby agrees to defend, indemnify, and save harmless the Administrative Agent, the each Issuing Bank Bank, and each other Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), reasonable costs, reasonable charges and reasonable expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, the Issuing Bank Banks, or such other Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the applicable Issuing Bank, as determined by a court of competent jurisdiction, or (iiB) the failure of the applicable Issuing Bank issuing a Letter of Credit to honor a drawing under such Letter of Credit as a result of any act or omission, whether rightful or wrongful, of any present or future de jure DE JURE or de facto DE FACTO government or Governmental Authority.

Indemnification; Exoneration. (Ai) In addition to all other amounts payable to an Issuing Bank, the Borrower hereby agrees to defend, indemnify, and save the Administrative Agent, the each Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Agent, the such Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (iiB) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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.

Indemnification; Exoneration. (A) In addition to all other amounts payable to an Issuing Bank, the Borrower hereby agrees to defend, indemnify, and save the Administrative Payment and Disbursement Agent, the each Issuing Bank Bank, and each other Lender harmless from and against any and all claims, demandsde mands, liabilities, penalties, damages, losses (other than loss of profitsprof its), costs, charges and expenses (including reasonable attorneys' fees but excluding taxes) which the Administrative Payment and Disbursement Agent, the Issuing Bank Banks, or such other Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the Issuance issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (iiB) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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 AuthorityAu thority.

Indemnification; Exoneration. (A) In addition to all other amounts payable to an the Issuing Bank, the Borrower or the applicable Subsidiary hereby agrees to defend, indemnify, and save the Administrative Agent, the Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, penalties, damages, losses (other than loss of profits), costs, charges and expenses (including reasonable attorneys' ’ fees but excluding taxes) which the Administrative Agent, the Issuing Bank or such Lender may incur or be subject to as a consequence, direct or indirect, of (i) the Issuance of any Letter of Credit other than as a result of the gross negligence or willful misconduct of the Issuing Bank, as determined by a court of competent jurisdiction, or (ii) the failure of the Issuing Bank issuing a Letter of Credit to honor a drawing under 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.