Common use of Indemnification; Nature of Lenders’ Duties Clause in Contracts

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless Agent and each Lender 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 Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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 (i) to the extent solely as a result of the gross negligence or willful misconduct of Agent, L/C Issuer or such Lender (as finally determined by a court of competent jurisdiction) or (ii) with respect to taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority, or any liabilities with respect thereto, the indemnification for which shall be governed solely and exclusively by Section 1.13 of the Agreement.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrowers U.S. Borrower hereby agree agrees to pay and to protect, indemnify, and save harmless each Agent and each Lender 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’ fees) that any Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any U.S. Letter of Credit or guaranty thereof, or (B) the failure of any Agent or any Lender seeking indemnification or of any the U.S. L/C Issuer to honor a demand for payment under any U.S. Letter of Credit or guaranty thereof 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 (ix) to the extent solely as a result of the gross negligence negligence, bad faith or willful misconduct of such Agent, Lender or U.S. L/C Issuer or such Lender (as finally determined by a court of competent jurisdiction) or (iiy) in connection with respect to taxes, levies, imposts, deductions, charges any one action or withholdings imposed by any Governmental Authority, proceeding or any liabilities with respect theretoseparate but substantially similar actions or proceedings arising out of the same general allegations, the indemnification fees and expenses of more than one separate firm of attorneys at any time for which shall be governed solely and exclusively by Section 1.13 of the Agreementall such indemnified Persons.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the this Agreement, Borrowers hereby agree to pay and to protect, indemnify, and save harmless Agent and each Lender 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 Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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 (i) to the extent solely as a result of the gross negligence or willful misconduct of Agent, L/C Issuer or such Lender (as finally determined by a court of competent jurisdiction) or (ii) with respect to taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority, or any liabilities with respect thereto, the indemnification for which shall be governed solely and exclusively by Section 1.13 of the this Agreement.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrowers Borrower hereby agree agrees to pay and to protect, indemnify, and save harmless Agent and each Lender 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 which Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (Ai) the issuance of any Letter of Credit or guaranty thereof, or (Bii) the failure of Agent or any Lender seeking indemnification or of any L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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 (i) to the extent solely as a result of the gross negligence or willful misconduct of Agent, L/C Issuer Agent or such Lender (as finally determined by a court of competent jurisdiction) ). No Agent or (ii) with respect Lender shall enter into any compromise or settlement in any action as to taxes, levies, imposts, deductions, charges or withholdings imposed by any Governmental Authority, or any liabilities with respect thereto, which such Person intends to seek indemnification hereunder without the indemnification for which shall be governed solely and exclusively by Section 1.13 prior written consent of the AgreementLoan Party from whom indemnification hereunder is sought, which consent shall not be unreasonably withheld or delayed.

Indemnification; Nature of Lenders’ Duties. (i) In addition to amounts payable as elsewhere provided in the Agreement, Borrowers Borrower hereby agree agrees to pay and to protect, indemnify, and save harmless Agent and each L/C Lender 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 Agent or any L/C Lender may incur or be subject to as a consequence, direct or indirect, of (A) the issuance of any Letter of Credit or guaranty thereof, or (B) the failure of Agent or any L/C Lender seeking indemnification or of any the L/C Issuer to honor a demand for payment under any Letter of Credit or guaranty thereof 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 (i) to the extent solely as a result of the gross negligence or willful misconduct of Agent, Agent or such L/C Issuer or such Lender (as finally determined by a court of competent jurisdiction). Notwithstanding anything in this clause (g)(i) to the contrary, Borrower shall have no obligation to indemnify Agent or (ii) any L/C Lender with respect to taxesany claims, leviesdemands, impostsliabilities, deductionsdamages, losses, costs, charges and expenses by Borrower against Agent or withholdings imposed by any Governmental Authority, such L/C Lender based upon Agent’s or any liabilities with respect thereto, the indemnification for which shall be governed solely and exclusively by Section 1.13 such L/C Lender’s breach of the Agreement.its obligations under this Annex B.