Common use of Indemnification of Bank Clause in Contracts

Indemnification of Bank. Borrower agrees to indemnify, defend and hold Bank and BANK ONE CORPORATION, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, officers, employees and agents (collectively the "Indemnified Persons") harmless from any and all obligations, claims, liabilities, losses, damages, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses and disbursements of any kind or nature (including, without limitation, any Indemnified Person's attorneys' fees) (collectively the "Claims") which may be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrent, or contributory negligence) arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including, without limitation, the enforcement of this agreement and the defense of any Indemnified Person's action or inaction in connection with this agreement); and in connection with Borrower's failure to perform all of Borrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are proximately caused by such Indemnified Person's gross negligence or willful misconduct. The indemnification provided for in this section shall survive the termination of this agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting Borrower's assets or Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, Borrower, at its sole cost and expense, shall defend such Claim in Borrower's name if necessary, by the attorneys for Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSON.

Indemnification of Bank. Borrower agrees You agree to indemnify, defend indemnify and hold Bank and BANK ONE CORPORATIONthe Bank, or any of its subsidiaries or affiliates or their successorsaffiliates, and each of their respective shareholders, directors, officers, employees and agents (collectively each of the "foregoing, including the Bank and its affiliates, being an “Indemnified Persons"Party”) harmless from any and all obligationslosses, claims, demands, causes of action, liabilities, losses, damages, penaltiescosts, interest, fines, forfeiturespenalties, actionsand expenses (including without limitation any attorneys', judgmentsCertified Public Accountant, suitsor any other professional fees, costswhether incurred at trial, expenses and disbursements of any kind on appeal or nature (including, without limitation, any Indemnified Person's attorneys' fees) (collectively the "Claims"litigation) which may at any time or times be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrentsuffered by, or contributory negligence) asserted against such Indemnified Party in connection with any acts, omissions or circumstances arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (includingAgreement, without limitation, the enforcement or any breach of this agreement and Agreement by you, or the defense presentation, payment or dishonor of any Indemnified Person's action item drawn on any account of yours, or inaction the acceptance of any item for deposit in connection with this agreement); and in connection with Borrower's failure to perform all of Borrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are proximately caused account, or any other matter or transaction contemplated by this Agreement (other than any such Indemnified Person's acts or omissions amounting to gross negligence or willful misconductmisconduct on the part of any such Indemnified Party). Even if liability is established for actual damages, consistent with Section I, paragraph 22, IN NO EVENT SHALL ANY INDEMNIFIED PARTY OR YOU BE LIABLE TO ONE ANOTHER FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT, EVEN IF YOU OR AN INDEMNIFIED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The indemnification provided for limitations and exclusions in this section paragraph shall apply to all claims of every kind, nature, and description whether arising from breach of contract, breach of warranty, negligence or other tort, and shall survive the termination of this agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting Borrower's assets or Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, Borrower, at its sole cost and expense, shall defend such Claim in Borrower's name if necessary, by the attorneys for Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSONAgreement.

Indemnification of Bank. Borrower agrees You agree to indemnify, defend indemnify and hold Bank and BANK ONE CORPORATIONthe Bank, or any of its subsidiaries or affiliates or their successorsaffiliates, and each of their respective shareholders, directors, officers, employees and agents (collectively each of the "foregoing, including the Bank and its affiliates, being an “Indemnified Persons"Party”) harmless from any and all obligationslosses, claims, demands, causes of action, liabilities, losses, damages, penaltiescosts, interest, fines, forfeiturespenalties, actionsand expenses (including without limitation any attorneys’, judgmentsCertified Public Accountant, suitsor any other professional fees, costswhether incurred at trial, expenses and disbursements of any kind on appeal or nature (including, without limitation, any Indemnified Person's attorneys' fees) (collectively the "Claims"litigation) which may at any time or times be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrentsuffered by, or contributory negligence) asserted against such Indemnified Party in connection with any acts, omissions or circumstances arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (includingAgreement, without limitation, the enforcement or any breach of this agreement and Agreement by you, or the defense presentation, payment or dishonor of any Indemnified Person's action item drawn on any account of yours, or inaction the acceptance of any item for deposit in connection with this agreement); and in connection with Borrower's failure to perform all of Borrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are proximately caused account, or any other matter or transaction contemplated by this Agreement (other than any such Indemnified Person's acts or omissions amounting to gross negligence or willful misconductmisconduct on the part of any such Indemnified Party). Even if liability is established for actual damages, consistent with Section I, paragraph 20, IN NO EVENT SHALL ANY INDEMNIFIED PARTY OR YOU BE LIABLE TO ONE ANOTHER FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT, EVEN IF YOU OR AN INDEMNIFIED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The indemnification provided for limitations and exclusions in this section paragraph shall apply to all claims of every kind, nature, and description whether arising from breach of contract, breach of warranty, negligence or other tort, and shall survive the termination of this agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting Borrower's assets or Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, Borrower, at its sole cost and expense, shall defend such Claim in Borrower's name if necessary, by the attorneys for Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSONAgreement.

Indemnification of Bank. Borrower agrees From and at all times after the date of this Agreement, the Authority shall, to indemnifythe fullest extent permitted by law, defend indemnify and hold harmless the Bank and BANK ONE CORPORATIONeach director, or any officer, employee, attorney, agent and affiliate of its subsidiaries or affiliates or their successorsthe Bank (collectively, and each of their respective shareholders, directors, officers, employees and agents (collectively the "Indemnified PersonsParties") harmless from against any and all obligationsactions, claims, liabilitiesclaims (whether or not valid), losses, damages, liabilities, penalties, fines, forfeitures, actions, judgments, suits, costs, costs and expenses and disbursements of any kind or nature (including, including without limitation, any Indemnified Person's limitation reasonable attorneys' fees, costs and expenses) (collectively other than the "Claims"giving of notice or a drawing under a Credit Facility) which may be imposed upon, incurred by or assessed asserted against any of the Indemnified Person Parties, whether direct, indirect or consequential, as a result of or arising from or in any way relating to any claim, demand, suit, action or proceeding (whether including any inquiry or not caused investigation) by any Indemnified Person's soleperson, concurrentincluding without limitation the Authority, any Dealer or any purchaser of Commercial Paper Notes, whether threatened or initiated, asserting a claim for any legal or equitable remedy against any person under any statute or regulation, including, but not limited to, any federal or state securities laws, or contributory negligence) under any common law or equitable cause or otherwise, arising out from or in connection with the negotiation, preparation, execution, performance or failure of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including, without limitation, the enforcement of this agreement and the defense of any Indemnified Person's action or inaction performance in connection with this agreementAgreement or any transactions contemplated herein (other than the giving of notice or a drawing under a Credit Facility); and in connection with Borrower's failure to perform all of Borrower's obligations under this agreement, except to the limited extent that the Claims against whether or not any such Indemnified Person are proximately Party is a party to any such action, proceeding, suit or the target of any such inquiry or investigation; provided, however, that no Indemnified Party shall have the right to be indemnified hereunder for any liability finally determined by a court of competent jurisdiction, subject to no further appeal, to have been directly caused by such Indemnified Person's solely from the gross negligence or willful misconductmisconduct of such Indemnified Party. The Authority further agrees to indemnify each Indemnified Party for all costs, including without limitation reasonable attorney’s fees, incurred by such Indemnified Party in connection with the enforcement of the Authority’s indemnification provided for obligations hereunder. Each Indemnified Party shall, in its sole discretion, have the right to select and employ separate counsel with respect to any action or claim brought or asserted against it, and the reasonable fees of such counsel shall be paid upon demand by the Authority. The foregoing indemnity includes, but is not limited to, (a) any action taken or omitted to be taken by the Bank or any of the Bank's officers or employees upon written, facsimile, telephonic or other electronically transmitted instructions received by the Bank from, or believed by the Bank in good faith to have been given by, the proper person or persons, (b) the Bank's improperly executing or failing to execute any instruction because of unclear instructions, failure of communications media or any other circumstances beyond the Bank's reasonable control, and (c) the actions or inactions of DTC or its nominees. The obligations of the Authority under this section Section 15 shall survive the any termination of this agreement Agreement and shall extend to and continue to benefit each individual the resignation or entity who is or has at any time been an Indemnified Person. Borrower's indemnity obligations under this section shall not in any way be affected by removal of the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting Borrower's assets or Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, Borrower, at its sole cost and expense, shall defend such Claim in Borrower's name if necessary, by the attorneys for Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSONBank.

Indemnification of Bank. Borrower agrees to indemnify, defend You hereby indemnify and hold Bank and BANK ONE CORPORATIONus, or any of its subsidiaries or affiliates or their successors, and each of their respective shareholders, directors, our officers, employees and agents (collectively the "Indemnified Persons") harmless from any and all obligationslosses, or claims of any kind arising in connection with the Services provided under this Agreement, except those losses, claims, liabilitiesand expenses (including attorney's reasonable fees and costs) arising out of the gross negligence or willful misconduct of the Bank or its employees or failure to observe any duty set forth in the Uniform Commercial Code or any banking laws binding upon us, lossesto the extent such duty is not modified or altered by this Agreement. You further indemnify and hold us, damagesour officers, penalties, fines, forfeitures, actions, judgments, suits, costs, expenses employees and disbursements agents harmless from any and all losses or claims of any kind arising out of actions taken or nature omitted in good faith by us in reliance upon instructions from you. We shall not be responsible or liable for any other entity's (not under our direct control) acts or omissions including, without limitation, any Indemnified Person's attorneys' fees) (collectively the "Claims") which may be imposed uponFederal Reserve Bank or transmission or communication facility. EVEN IF LIABILITY WERE ESTABLISHED FOR ACTUAL DAMAGES, incurred by or assessed against any Indemnified Person (IN NO EVENT SHALL WE OR YOU BE LIABLE TO THE OTHER FOR SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED UNDER THIS AGREEMENT, REGARDLESS OF WHETHER WE OR YOU MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The limitations and exclusions in this paragraph shall apply to all claims of every kind, nature and description whether or not caused by any Indemnified Person's solearising from breach of contract, concurrentbreach of warranty, or contributory negligence) arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (including, without limitation, the enforcement of this agreement and the defense of any Indemnified Person's action or inaction in connection with this agreement); and in connection with Borrower's failure to perform all of Borrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are proximately caused by such Indemnified Person's gross negligence or willful misconduct. The indemnification provided for in this section other tort, and shall survive the termination of this agreement Agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting Borrower's assets or Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, Borrower, at its sole cost and expense, shall defend such Claim in Borrower's name if necessary, by the attorneys for Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSONapplicable Treasury Services agreements.

Indemnification of Bank. Borrower agrees You agree to indemnify, defend indemnify and hold Bank and BANK ONE CORPORATIONthe Bank, or any of its subsidiaries or affiliates or their successorsaffiliates, and each of their respective shareholders, directors, officers, employees and agents (collectively each of the "foregoing, including the Bank and its affiliates, being an “Indemnified Persons"Party”) harmless from any and all obligationslosses, claims, demands, causes of action, liabilities, losses, damages, penaltiescosts, interest, fines, forfeiturespenalties, actionsand expenses (including without limitation any attorneys', judgmentsCertified Public Accountant, suitsor any other professional fees, costswhether incurred at trial, expenses and disbursements of any kind on appeal or nature (including, without limitation, any Indemnified Person's attorneys' fees) (collectively the "Claims"litigation) which may at any time or times be imposed upon, incurred by or assessed against any Indemnified Person (whether or not caused by any Indemnified Person's sole, concurrentsuffered by, or contributory negligence) asserted against such Indemnified Party in connection with any acts, omissions or circumstances arising out of or relating to this agreement; the exercise of the rights and remedies granted under this agreement (includingAgreement, without limitation, the enforcement or any breach of this agreement and Agreement by you, or the defense presentation, payment or dishonor of any Indemnified Person's action item drawn on any account of yours, or inaction the acceptance of any item for deposit in connection with this agreement); and in connection with Borrower's failure to perform all of Borrower's obligations under this agreement, except to the limited extent that the Claims against any such Indemnified Person are proximately caused account, or any other matter or transaction contemplated by this Agreement (other than any such Indemnified Person's acts or omissions amounting to gross negligence or willful misconductmisconduct on the part of any such Indemnified Party). Even if liability is established for actual damages, consistent with Section I, paragraph 20, IN NO EVENT SHALL ANY INDEMNIFIED PARTY OR YOU BE LIABLE TO ONE ANOTHER FOR INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE OR USE OF THE SERVICES PROVIDED FOR UNDER THIS AGREEMENT, EVEN IF YOU OR AN INDEMNIFIED PARTY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNLESS REQUIRED BY APPLICABLE LAW. The indemnification provided for limitations and exclusions in this section paragraph shall apply to all claims of every kind, nature, and description whether arising from breach of contract, breach of warranty, negligence or other tort, and shall survive the termination of this agreement and shall extend to and continue to benefit each individual or entity who is or has at any time been an Indemnified Person. Borrower's indemnity obligations under this section shall not in any way be affected by the presence or absence of covering insurance, or by the amount of such insurance or by the failure or refusal of any insurance carrier to perform any obligation on its part under any insurance policy or policies affecting Borrower's assets or Borrower's business activities. Should any Claim be made or brought against any Indemnified Person by reason of any event as to which Borrower's indemnification obligations apply, then, upon any Indemnified Person's demand, Borrower, at its sole cost and expense, shall defend such Claim in Borrower's name if necessary, by the attorneys for Borrower's insurance carrier (if such Claim is covered by insurance), or otherwise by such attorneys as any Indemnified Person shall approve. Any Indemnified Person may also engage its own attorneys at its reasonable discretion to defend Borrower and to assist in its defense and Borrower agrees to pay the fees and disbursements of such attorneys. WITHOUT LIMITATION OF THE FOREGOING, IT IS THE INTENTION OF BORROWER AND BORROWER AGREES THAT THE FOREGOING INDEMNITIES SHALL APPLY TO EACH INDEMNIFIED PERSON WITH RESPECT TO CLAIMS, OBLIGATIONS, DAMAGES, LOSSES, COSTS, EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DEMANDS, LIABILITIES, PENALTIES, FINES AND FORFEITURES WHICH IN WHOLE OR IN PART ARE CAUSED BY OR ARISE OUT OF THE NEGLIGENCE OF SUCH (AND/OR ANY OTHER) INDEMNIFIED PERSONAgreement.