Common use of Indemnification; Nature of Issuing Lender’s Duties Clause in Contracts

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 7 contracts

Samples: Credit Agreement (Intermagnetics General Corp), Credit Agreement (Intermagnetics General Corp), Credit Agreement (Dean Foods Co/)

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Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.6, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 5 contracts

Samples: Possession Financing Agreement (Railworks Corp), Credit Agreement (Railworks Corp), Possession Financing Agreement (Railworks Corp)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.4, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 5 contracts

Samples: Credit Agreement (Dan River Inc /Ga/), Credit Agreement (Bassett Furniture Industries Inc), Credit Agreement (Galey & Lord Inc)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.2, the Borrower hereby agrees to pay, and protect, indemnify, pay indemnify and save the Issuing each Lender harmless from and against against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that the Issuing such Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing such Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government ActsGOVERNMENT ACTS").

Appears in 4 contracts

Samples: Credit Agreement (Mg Waldbaum Co), Credit Agreement (Mg Waldbaum Co), Credit Agreement (Michael Foods Inc /Mn)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 4 contracts

Samples: Credit Agreement (Consolidated Graphics Inc /Tx/), Credit Agreement (Consolidated Graphics Inc /Tx/), Credit Agreement (Consolidated Graphics Inc /Tx/)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 4 contracts

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Roanoke Electric Steel Corp), Credit Agreement (International Speedway Corp)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.2, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 3 contracts

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (MPS Group Inc)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.2, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").. ----------------

Appears in 3 contracts

Samples: Credit Agreement (Pediatric Services of America Inc), Credit Agreement (Access Worldwide Communications Inc), Credit Agreement (Just for Feet Inc)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.2, the Borrower hereby agrees to pay, and protect, indemnify, pay indemnify and save the Issuing each Lender harmless from and against against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing such Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing such Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government ActsGOVERNMENT ACTS").

Appears in 3 contracts

Samples: Credit Agreement (Kendle International Inc), Credit Agreement (Kendle International Inc), Credit Agreement (Flo Fill Co Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower Credit Parties hereby agrees agree to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 3 contracts

Samples: First Lien Credit Agreement (GateHouse Media, Inc.), Credit Agreement (American Pacific Corp), Credit Agreement (Belden Inc.)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 3 contracts

Samples: Credit Agreement (Neighborcare Inc), Credit Agreement (International Speedway Corp), Credit Agreement (Orthofix International N V)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other indemnification obligations under Section 2.3this Agreement, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government ActsGOVERNMENT ACTS").

Appears in 3 contracts

Samples: Credit Agreement (Velocita Corp), Credit Agreement (Velocita Corp), Credit Agreement (Pf Net Communications Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.4, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 3 contracts

Samples: Credit Agreement (Manitowoc Co Inc), Credit Agreement (Manitowoc Co Inc), Credit Agreement (Manitowoc Co Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.4, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 3 contracts

Samples: Credit Agreement (Pantry Inc), Credit Agreement (Pantry Inc), Credit Agreement (TTM Technologies Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.4, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government ActsGOVERNMENT ACTS").

Appears in 3 contracts

Samples: Credit Agreement (TTM Technologies Inc), Credit Agreement (TTM Technologies Inc), Credit Agreement (Integrated Defense Technologies Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.4, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 3 contracts

Samples: Credit Agreement (Florida Rock Industries Inc), Credit Agreement (Florida Rock Industries Inc), Credit Agreement (Right Management Consultants Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 3 contracts

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Red Robin Gourmet Burgers Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.2, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 2 contracts

Samples: Credit Agreement (Red Robin Gourmet Burgers Inc), Credit Agreement (Vycom Corp.)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower Credit Parties hereby agrees agree to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 2 contracts

Samples: Credit Agreement (Belden CDT Inc.), Credit Agreement (Belden Inc.)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.2, the Borrower Borrowers hereby agrees agree to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, omissions being herein called "Government Acts").

Appears in 2 contracts

Samples: Credit Agreement (Speedway Motorsports Inc), Credit Agreement (Inex Corp)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.6, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").. ---------------

Appears in 2 contracts

Samples: Credit Agreement (Ventiv Health Inc), Credit Agreement (Snyder Communications Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government ActsGOVERNMENT ACTS").

Appears in 2 contracts

Samples: Credit Agreement (Suiza Foods Corp), Credit Agreement (Consolidated Graphics Inc /Tx/)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.4, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").. ---------------

Appears in 2 contracts

Samples: Credit Agreement (BGF Industries Inc), Credit Agreement (Advanced Glassfiber Yarus LLC)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.4, the Borrower Credit Parties hereby agrees agree to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 2 contracts

Samples: Credit Agreement (GateHouse Media, Inc.), Agency Succession and Amendment Agreement (GateHouse Media, Inc.)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.5, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 2 contracts

Samples: Credit Agreement (Sleepmaster LLC), Credit Agreement (Lower Road Associates LLC)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.03, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 2 contracts

Samples: Credit Agreement (Tredegar Corp), Credit Agreement (Tredegar Corp)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.6, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").. ----------------

Appears in 2 contracts

Samples: Credit Agreement (Triad Hospitals Inc), Credit Agreement (Triad Hospitals Inc)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.4, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 2 contracts

Samples: Credit Agreement (Brown Shoe Co Inc/), Credit Agreement (United Dominion Realty Trust Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.2, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, omissions herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Official Information Co)

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Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.2, the Borrower hereby agrees to pay, and protect, indemnify, pay indemnify and save the Issuing each Lender harmless from and against against, any and all claims, demands, liabilities, damages, actual losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that the Issuing such Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing such Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts"“GOVERNMENT ACTS”).

Appears in 1 contract

Samples: Credit Agreement (Birds Eye Foods, Inc.)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower Borrowers hereby agrees jointly and severally agree to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Racing Champions Corp)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.2, each of the Borrower Borrowers hereby agrees agree to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Ims Health Inc)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.2, the Borrower hereby agrees to pay, and protect, indemnify, pay indemnify and save the Issuing each Lender harmless from and against against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing such Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of such Lender or the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government ActsGOVERNMENT ACTS").

Appears in 1 contract

Samples: Credit Agreement (Kendle International Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.4, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government ---------- Acts").. ----

Appears in 1 contract

Samples: Five Year Credit Agreement (Graybar Electric Co Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.2, the Borrower Credit Parties hereby agrees agree to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (American Pacific Corp)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under this Section 2.33, the Borrower hereby agrees to pay, and protect, indemnify, pay indemnify and save the Issuing each Lender harmless from and against against, any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender such lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing such Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government ActsGOVERNMENT ACTS").

Appears in 1 contract

Samples: Security Agreement (General Automation Inc/Il)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (West Corp)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Dean Foods Co/)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.6, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Triad Hospitals Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.7, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Sleepmaster LLC)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Heilig Meyers Co

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.20, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Northwestern Corp)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.5, the Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and reasonable expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Medsource Technologies Inc)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.6, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Suiza Foods Corp)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.19, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Cornerstone Propane Partners Lp)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.3, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (West Corp)

Indemnification; Nature of Issuing Lender’s Duties. (a) In addition to its other obligations under Section 2.32.6, the Parent Borrower hereby agrees to protect, indemnify, pay and save the each Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit or (ii) the failure of the Issuing Lender to honor a drawing under a Letter of Credit as a 51 57 result of any act or omission, whether rightful or wrongful, of any present or future de jure or de facto government or governmental authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Southern Foods Group L P)

Indemnification; Nature of Issuing Lender’s Duties. (ai) In addition to its other obligations under this Section 2.32.2, the Borrower hereby agrees to protect, indemnify, pay and save the Issuing Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys' fees) that the Issuing Lender may incur or be subject to as a consequence, direct or indirect, of (iA) the issuance of any Letter of Credit or (iiB) the failure of the Issuing Lender to honor a drawing under a 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 Governmental Authority (all such acts or omissions, herein called "Government Acts").

Appears in 1 contract

Samples: Credit Agreement (Railworks Corp)

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