Common use of Claims and Taxes Clause in Contracts

Claims and Taxes. The Borrower agrees to indemnify and hold Lender and each of its officers, directors, employees, attorneys and agents harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, and expenses (including without limitation reasonable attorneys’ and consultants’ fees) relating to or in any way arising out of the possession, use, operation or control of any of the Borrower’s assets. The Borrower agrees that it shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to its property or the Real Property, provided that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment or charge, and during the pendency of such good faith contest to delay or refuse payment thereof, if (i) Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, and (ii) such contest does not have a material adverse effect on Borrower’s financial condition, results of operations or business, the ability of Borrower to pay any of the Liabilities, or the value to Lender of Borrower’s Negative Pledge in the Negative Pledge Assets.

Claims and Taxes. The Borrower agrees to indemnify and hold Lender and each of its officers, directors, employees, attorneys and agents U.S. Bank harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation limitation, reasonable attorneys’ and consultants’ fees) relating to or in any way arising out of the possession, use, operation or control of any of the Borrower’s assets, or in any way arising out of or related to this Agreement or the other Financing Agreements, which agreement to indemnify and hold U.S. Bank harmless shall survive the termination of this Agreement. The Borrower agrees that it shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower Borrower, or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to its property or the Real PropertyBorrower’s property, provided provided, however, that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment or charge, and during the pendency of upon such good faith contest to delay or refuse payment thereof, if if: (ia) Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, ; and (iib) such contest does not have a material adverse effect on the financial condition of Borrower’s financial condition, results of operations or business, the ability of Borrower to pay any of the Liabilities, or the priority or value to Lender of BorrowerU.S. Bank’s Negative Pledge security interests in the Negative Pledge AssetsCollateral.

Claims and Taxes. The Borrower agrees to indemnify and hold Lender the Agent and each of its officers, directors, employees, attorneys and agents the Lenders harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation limitation, reasonable attorneys’ and consultants’ fees) relating to or in any way arising out of the possession, use, operation or control of any of the Borrower’s assets, or in any way arising out of or related to this Agreement or the other Financing Agreements (except those which Borrower proves were caused by the Agent’s or a Lender’s willful misconduct or gross negligence), which agreement to indemnify and hold the Agent and the Lenders harmless shall survive the termination of this Agreement. The Borrower agrees that it shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower Borrower, or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to its property or the Real PropertyBorrower’s property, provided provided, however, that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment or charge, and during the pendency of upon such good faith contest to delay or refuse payment thereof, if if: (ia) Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, ; and (iib) such contest does not have a material adverse effect on the financial condition of Borrower’s financial condition, results of operations or business, the ability of Borrower to pay any of the Liabilities, or the priority or value to Lender of Borrowerthe Lender’s Negative Pledge security interests in the Negative Pledge AssetsCollateral.

Claims and Taxes. The Borrower agrees to indemnify and hold Lender and each of its officers, directors, employees, attorneys and agents harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, and expenses (including without limitation reasonable attorneys’ ' and consultants’ ' fees) relating to or in any way arising out of the possession, use, operation or control of any of the Borrower’s 's assets. The Borrower agrees that it shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s 's real and personal property taxes, assessments and charges and all of Borrower’s 's franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to its property or the Real Property, provided that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment or charge, and during the pendency of such good faith contest to delay or refuse payment thereof, if if (i) Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, and (ii) such contest does not have a material adverse effect on Borrower’s 's financial condition, results of operations or business, the ability of Borrower to pay any of the Liabilities, or the value to Lender of Borrower’s 's Negative Pledge in the Negative Pledge Assets.

Claims and Taxes. The Borrower agrees to shall indemnify and hold the Lender and each of its officers, directors, employees, attorneys attorneys, and agents the Lender harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, and expenses (including including, without limitation limitation, reasonable attorneys’ and consultants’ fees) relating to or in any way arising out of the possession, use, operation operation, or control of any of its assets, except for the BorrowerLender’s assetsgross negligence or intentional misconduct. The Borrower agrees that it shall pay or cause to be paid all material license fees, bonding premiums premiums, and related taxes and charges, and shall pay or cause to be paid all of Borrower’s its real and personal property taxes, assessments assessments, and charges and all of Borrower’s its franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes taxes, and other governmental charges assessed against Borrower the Borrower, or payable by the Borrower, at such the times and in such the manner as to prevent any penalty from accruing or any lien or charge from attaching to its property or the Real Property, provided that property. The Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount amount, or imposition of any such tax, assessment assessment, or charge, and during the pendency of such . Upon a good faith contest to contest, the Borrower may delay or refuse payment thereofof the tax, if assessment, or charge, if: (ia) Borrower the Borrower, as the case may be, establishes adequate reserves to cover such the contested taxes, assessments assessments, or charges, ; and (iib) such the contest does not have a material adverse effect on the Borrower’s financial condition, results of operations or business, the ability of the Borrower to pay any of the Liabilities, or the value to Lender priority of Borrowerthe Lender’s Negative Pledge security interest in the Negative Pledge AssetsCollateral.

Claims and Taxes. The Borrower agrees to indemnify and hold Lender the Agent and each of its officers, directors, employees, attorneys and agents the Lenders harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation limitation, reasonable attorneys’ and consultants’ fees) relating to or in any way arising out of the possession, use, operation or control of any of the Borrower’s assets, or in any way arising out of or related to this Agreement or the other Financing Agreements, except for those resulting from the gross negligence or willful misconduct of the Agent or the Lenders, which agreement to indemnify and hold the Agent and the Lenders harmless shall survive the termination of this Agreement. The Borrower agrees that it shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower Borrower, or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to its property or the Real PropertyBorrower’s property, provided provided, however, that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment or charge, and during the pendency of upon such good faith contest to delay or refuse payment thereof, if if: (ia) Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, ; and (iib) such contest does not have a material adverse effect on Borrower’s the financial condition, results condition of operations Borrower or business, the ability of Borrower to pay any of the Liabilities, or the value to Lender of Borrower’s Negative Pledge in the Negative Pledge Assets.

Claims and Taxes. The Borrower agrees to indemnify and hold Lender and each of its officers, directors, employees, attorneys and agents harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, and expenses (including without limitation reasonable attorneys’ and consultants’ fees) relating to or in any way arising out of the possession, use, operation or control of any of the Borrower’s assets. The Borrower agrees that it shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to its property or the Real Property, provided that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment or charge, and during the pendency of such good faith contest to delay or refuse payment thereof, if (i) Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, and (ii) such contest does not have a material adverse effect on Borrower’s financial condition, results of operations or business, the ability of Borrower to pay any of the Liabilities, or the value to Lender of Borrower’s Negative Pledge in the Negative Pledge AssetsCollateral.