Common use of Borrower Indemnity Clause in Contracts

Borrower Indemnity. The Borrower shall jointly and severally indemnify the Agents and any Lender, as applicable, for the full amount of Indemnified Taxes for which additional amounts are required to be paid by the Borrower pursuant to Section 2.15(b) arising in connection with payments made under this Agreement or any other Transaction Document (including any such Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) paid or payable by the Administrative Agent or Lender or any of their respective Affiliates and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability and demand must be delivered to such Credit Party and shall be conclusive absent manifest error. Such payment shall be due within ten days of such Credit Party’s receipt of such certificate and demand.

Borrower Indemnity. The Borrower shall jointly and severally indemnify the Agents Administrative Agent and any Lender, as applicable, Lender for the full amount of Indemnified Taxes Taxes, other than Excluded Taxes, for which additional amounts are required to be paid by the Borrower pursuant to Section 2.15(b) arising in connection with payments made under this Agreement or any other Transaction Document and Other Taxes (including any such Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) paid or payable by the Administrative Agent or Lender or any of their respective Affiliates and any reasonable and documented out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability and demand must be delivered to such Credit Party and shall be conclusive absent manifest error. Such payment shall be due within ten days Business Days of such Credit Party’s receipt of such certificate and demandcertificate.