Common use of Claims and Taxes Clause in Contracts

Claims and Taxes. Such Borrower agrees to indemnify and hold Agent, Lenders and the Issuing Bank and each of their respective Lending Affiliates, 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 assets of such Borrower or any of its Subsidiaries. Such Borrower shall, and shall cause each of its Subsidiaries to, 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 such Person's real and personal property taxes, assessments and charges and all of such Person's franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against such Person, or payable by such Person, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to its property, provided that such Person 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) such Person establishes adequate reserves to cover such contested taxes, assessments or charges, and (ii) such contest could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The obligations of the Borrowers under this Subsection 7.4 shall survive the payment of the Liabilities and the termination of this Agreement.

Claims and Taxes. Such Borrower agrees to indemnify and hold Agent, Lenders and each Lender, the Issuing Bank and each of their respective Lending Affiliates, officers, directors, employees, attorneys and agents 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 or control of any of the assets of such Borrower or any of its SubsidiariesBorrower's assets. Such Borrower shall, and Borrower shall cause each of its Subsidiaries to, 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 such Person's its real and personal property taxes, assessments and charges and all of such Person's its franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against such Personit, or payable by such Personit, at such times and in such manner as to prevent any penalty from accruing or any Lien lien or charge from attaching to its property, provided that such Person 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) such Person establishes Borrower and its Subsidiaries establish adequate reserves in accordance with GAAP to cover such contested taxes, assessments or charges, and (ii) such contest could notdoes not have a material adverse effect on Borrower's or any Subsidiary's financial condition, individually results of operations or business, the ability of Borrower to pay any of the Liabilities, or the priority or value of Agent's security interest in the aggregate, reasonably be expected to have a Material Adverse Effect. The obligations of the Borrowers Collateral or any collateral under this Subsection 7.4 shall survive the payment of the Liabilities and the termination of this any other Financing Agreement.