Common use of Indemnification; Exoneration Clause in Contracts

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay, and to protect, indemnify and save harmless the Agent, the Issuers and each Lender from and against, any and all liabilities and costs which the Agent, any Issuer or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the issuer thereof, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof to honor a drawing under any 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 governmental authority (all such acts or omissions herein called “Governmental Acts”).

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Agreement, Borrower hereby agrees to pay, and to protect, indemnify and save harmless the Agent, the Issuers Agent and each Lender from and against, any and all liabilities and costs which the Agent, any Issuer Agent or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the issuer thereof, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof to honor a drawing under any 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 governmental authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this AgreementArticle III, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Administrative Agent, the Issuers each Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Administrative Agent, any Issuer such Issuing Bank or any 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, in the case of the issuer thereofsuch Issuing Bank, as a result solely of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof such Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “Governmental Acts”).

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this AgreementArticle III, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers each Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer such Issuing Bank or any 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, in the case of the issuer thereofapplicable Issuing Bank, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof applicable Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Agreement, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers Issuing Lender and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer the Issuing Lender or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the issuer thereofIssuing Lender, as a result solely of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof Issuing Lender of a Letter of Credit to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Agreement, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers each Issuing Lender and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer such Issuing Lender or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the issuer thereof, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof applicable Issuing Lender to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this AgreementArticle III, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers each Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer such Issuing Bank or any 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, in the case of the issuer thereofapplicable Issuing Bank, as a result solely of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof applicable Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this AgreementArticle III, Borrower the Borrowers hereby agrees to pay, and agree to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer the Issuing Bank or any 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, in the case of the issuer thereofIssuing Bank, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this AgreementArticle III, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers each Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer such Issuing Bank or any 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, in the case of the issuer thereofapplicable Issuing Bank, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof applicable Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “Governmental Acts”).

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this AgreementArticle III, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Administrative Agent, the Issuers each Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Administrative Agent, any Issuer such Issuing Bank or any 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, in the case of the issuer thereofsuch Issuing Bank, as a result solely of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof such Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Agreement, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers each Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer each Issuing Bank or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the issuer thereof, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof of such Letter of Credit to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this Agreement, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers Issuing Lender and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer the Issuing Lender or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the issuer thereofIssuing Lender, as a result solely of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof Issuing Lender of a Letter of Credit to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “Governmental Acts”).

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this AgreementArticle III, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers Issuing Bank and each Lender harmless from and against, against any and all liabilities Liabilities and costs Costs which the Agent, any Issuer Agent or any the Issuing Bank or Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any the Letter of Credit other than, in the case of the issuer thereofIssuing Bank, as a result solely of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, jurisdiction or (ii) the failure of the issuer thereof Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (a) In addition to amounts payable as elsewhere provided in this AgreementArticle III, the Borrower hereby agrees to pay, and to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer the Issuing Bank or any 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, in the case of the issuer thereofIssuing Bank, as a result solely of its Gross Negligence gross negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (aA) In addition to amounts payable as elsewhere provided in this AgreementArticle III, Borrower the Borrowers hereby agrees to pay, and agree to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers Issuing Bank and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer the Issuing Bank or any 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, in the case of the issuer thereofIssuing Bank, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof Issuing Bank to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “"Governmental Acts”").

Indemnification; Exoneration. (a) In addition to amounts payable ---------------------------- as elsewhere provided in this Agreement, Borrower hereby agrees to pay, and the Borrowers agree to protect, indemnify indemnify, pay and save harmless the Agent, the Issuers each Issuing Lender and each Lender from and against, against any and all liabilities and costs which the Agent, any Issuer such Issuing Lender or any Lender may incur or be subject to as a consequence, direct or indirect, of (i) the issuance of any Letter of Credit other than, in the case of the issuer thereof, as a result solely of its Gross Negligence or willful misconduct, as determined by the final judgment of a court of competent jurisdiction, or (ii) the failure of the issuer thereof applicable Issuing Lender to honor a drawing under any 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 governmental authority Governmental Authority (all such acts or omissions herein called “Governmental Acts”"GOVERNMENTAL ACTS").