GST Indemnity Sample Clauses

GST Indemnity. The Parties agree that, as between the Generator and the AESO, the AESO shall be solely liable for, and as a separate and independent covenant, the AESO shall indemnify, defend and save harmless the Generator from any GST, or any penalty, interest or other amounts with respect thereto, which may be payable by or assessed against the Generator under the Excise Tax Act (Canada) in respect of the transfer of the Renewable Attributes by the Generator to the AESO (including any costs incurred by the Generator in collecting such amount from the AESO). The indemnity in this Section 8.5 shall not apply to GST that is paid by the AESO to the Generator in accordance with RESA Statements delivered by the AESO to the Generator hereunder but is not remitted by the Generator to the applicable Governmental Authority in accordance with Applicable Law, or to any penalty, interest or other amounts with respect thereto.
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GST Indemnity. The Hirer must indemnify LOSCAM against all GST on the transaction or transactions contemplated by this document.
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GST Indemnity. The Purchaser must indemnify the Vendor against any GST, including penalties and interest for which the Vendor is liable under the GST Law or the Taxation Administration Xxx 0000 (Cth). This amount must be paid by the Purchaser on written demand (which the Vendor is entitled to make despite settlement of the sale and purchase of the Land pursuant to this Agreement having occurred).
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GST Indemnity. 10.2.1 The Borrower(s) shall agree to defend, indemnify and hold harmless VWFPL with respect to any liability that may arise on VWFPL due to change in rate of tax governed by GST law. However, reduction in charges/refund of part of the same will be at the discretion of VWFPL in the case of reduction in rate of GST at any point of time.
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GST Indemnity. The GST certificate and indemnity contemplated by Paragraph 3.5 in the form of Exhibit U.
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GST Indemnity. (a) In the event that a Governmental Authority determines that the basis for remitting Value Added Tax payable by Hospital to Project Co or Contractor on payments due under the Project Agreement, Limited Assignment of Construction Contract and Construction Contract (including the accounting by Project Co for Value Added Tax on Base Progress Payments) as set out in the Financial Model is not acceptable to the Governmental Authority (the “Authority Determination”), the Hospital shall indemnify Project Co and Contractor within a reasonable time after written demand therefor, for any and all liabilities, penalties, fines, interest, assessments, claims, actions, costs, expenses (including the reasonable cost of legal or professional services), suits, proceedings, demands and charges arising as a result of the Authority Determination (the “Indemnified Tax”), whether or not such Indemnified Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. If it is determined that the Indemnified Tax was not correctly or legally imposed or asserted by the relevant Governmental Authority, Project Co or Contractor, as the case may be, shall reimburse Hospital for any such Indemnified Tax paid by it pursuant to this indemnity within a reasonable time after demand therefor from Hospital, together with evidence reasonably satisfactory to Project Co confirming that such Indemnified Tax was not correctly or legally imposed or asserted. Hospital shall not indemnify Project Co or Contractor for any Indemnified Tax (i) that results from negligence, carelessness or any omission by Project Co or Contractor in failing to account for such Indemnified Tax, including filing its Value Added Tax returns on a timely basis, as required by law, (ii) arising from Value Added Tax issues in the Project Agreement, Limited Assignment of Construction Contract or Construction Contract that are unrelated to the accounting methodology requested by Infrastructure Ontario, including for greater certainty, changes in law; and (iii) relating to assumptions of Contractor with respect to Value Added Tax accounting that do not arise from instructions for accounting requested by Infrastructure Ontario, including for greater certainty, payments made by Contractor to any Subcontractor or to any other third party. Each of Project Co and Contractor agrees to use its reasonable efforts to give notice to Hospital of the assertion of any claim against Project Co or Contractor, as appli...
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GST Indemnity. (i) All payments to be made by Buyer under this agreement have been calculated without regard to GST. If any such payment constitutes the consideration for the whole or any part of a Taxable Supply by Seller the amount of that payment must be increased such that Seller will (after paying its GST liability in respect of the Taxable Supply) receive the amount which Seller would have received in the absence of a GST. (ii) If Seller makes any Taxable Supply to Buyer, Buyer must (save to the extent that Seller is entitled to be indemnified in respect of that GST by an increased payment under clause 10(b)(i) above) pay on demand to Seller an additional amount such that Seller will receive the amount (net of payments by it in respect of GST) which Seller would have received in the absence of a GST. (iii) If Seller becomes liable to pay any penalty or interest as a result of late payment of GST where that late payment is as a result of the failure of Buyer to comply with the terms of this clause, then Buyer must pay on demand to Seller an additional amount equal to the amount of that penalty or interest.
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GST Indemnity. CanWest covenants and agrees with Hollxxxxx xx indemnify and save harmless on an after-tax basis, Hollxxxxx, xxs Affiliates and their respective directors, officers, shareholders, employees, agents and representatives from and against all Claims which may be made or brought against any such person or which they may suffer or incur, directly or indirectly as a result of or in connection with any liability (i) in respect of goods and services tax/harmonized sales tax imposed under Part IX of the Excise Tax Act (Canada) or Quebec sales tax imposed under An Act respecting the Quebec sales tax in respect of the Reorganization upon NewsMediaCo, Central Services Company or Canaxx.xxx Xxxpany or (ii) arising from the failure by NewsMediaCo, Central Services Company or Canaxx.xxx Xxxpany to properly remit to applicable Governmental Authorities any Taxes for which they are responsible pursuant to Section 9.10. Notwithstanding the foregoing, the Vendors covenant and agree with CanWest to indemnify and save harmless on an after-tax basis, CanWest, its Affiliates (including for greater certainty, NewsMediaCo, Central Services Company and Canaxx.xxx Xxxpany) and their respective directors, officers, shareholders, employees, agents and representatives from and against all Claims which may be made or brought against any such person or which they may suffer or incur, directly or indirectly as a result of or in connection with (i) the failure of NewsMediaCo, Central Services Company or Canaxx.xxx Xxxpany to be registered for goods and services tax/harmonized sales tax purposes or Quebec sales tax purposes, as applicable, at the time such company acquired Purchased Assets as part of the Reorganization and (ii) the failure to properly execute and, where required, file on a timely basis, the appropriate forms for any relevant goods and services tax/harmonized sales tax election or Quebec sales tax election to be executed and/or filed, as the case may be, in connection with the Reorganization. The foregoing obligations of indemnification in respect of such claims shall be subject to the requirement that the indemnifying party shall, in respect of any Claim made by any third person, be afforded an opportunity at its sole expense to resist, defend and compromise such Claim provided the indemnifying party acknowledges in writing its obligation to indemnify in accordance with the terms of this Agreement."
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GST Indemnity. (a) Capitalised expressions which are not defined in this Lease but which have a defined meaning in the GST Law have the same meaning in this clause. (b) If GST is payable on a Taxable Supply made under, by reference to or in connection with this Lease, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration. This clause does not apply to the extent that the Consideration for the Taxable Supply is expressly stated to be GST inclusive. (c) Any reference in the calculation of any indemnity, reimbursement or similar amount to a cost, expense or other liability incurred by a party, must exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. A party will be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which the Consideration must be provided. (d) The GST Amount is payable on the earlier of: (i) the first date on which all or any part of the Consideration for the Taxable Supply is provided; and (ii) the date 7 days after the date on which a Tax Invoice is issued in relation to the Taxable Supply. (e) This clause will continue to apply after expiration or termination of this Lease.
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Related to GST Indemnity

  • Client Indemnity In this Contract, the Coach agrees to indemnify the Client (and its affiliates and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys' fees) related to a third-party claim or proceeding arising out of: (i) the work the Coach has done under this Contract; (ii) a breach by the Coach of its obligations under this Contract; or (iii) a breach by the Coach of the promises it is making in Section 3 (Representations).

  • IPR Indemnity 23.2.1 The Supplier shall ensure and procure that the availability, provision and use of the Goods and/or Services and the performance of the Supplier's responsibilities and obligations hereunder shall not infringe any Intellectual Property Rights of any third party. 23.2.2 The Supplier shall at all times during and after the Framework Period, on written demand indemnify the Authority against all Losses incurred by, or awarded against the Authority (whether before or after the making of the demand pursuant to the indemnity hereunder) arising from an IPR Claim. 23.2.3 If an IPR Claim is made, or the Supplier anticipates that an IPR Claim might be made, the Supplier may, at its own expense and sole option, either: (a) procure for the Authority the right to continue using the relevant item which is subject to the IPR Claim; or (b) replace or modify the relevant item with non-infringing substitutes provided that: (i) the performance and functionality of the replaced or modified item is at least equivalent to the performance and functionality of the original item; (ii) the replaced or modified item does not have an adverse effect on any other Goods and/or Services; (iii) there is no additional cost to the Authority; and (iv) the terms and conditions of this Framework Agreement shall apply to the replaced or modified Goods and/or Services. 23.2.4 If the Supplier elects to procure a licence in accordance with Clause 23.2.3(a) or to modify or replace an item pursuant to Clause 23.2.3(b), but this has not avoided or resolved the IPR Claim, then: (a) the Authority may terminate this Framework Agreement by written notice with immediate effect; and (b) without prejudice to the indemnity set out in Clause 23.2.2, the Supplier shall be liable for all reasonable and unavoidable costs of the modified or substitute items and/or services including the additional costs of procuring, implementing and maintaining the substitute items.

  • Seller Indemnity 40.1 (a) For a period commencing on the Effective Date and following the Closing for a period of time ending on December 31, 2008, Seller and CBRE Realty Finance, Inc., a Delaware corporation (“Pavilion Indemnitor”, and together with Seller, the “Seller Indemnitors”) shall jointly and severally indemnify, defend (with counsel acceptable to Purchaser) and hold Purchaser and its respective direct and indirect members, managers, partners, officers, directors, shareholders, employees, affiliates and their respective successors and assigns, including, without limitation, the Existing Loan Purchaser (collectively, the “Purchaser Indemnified Parties”), harmless from and against any and all liquidated liabilities (including, without limitation, attorneys’ fees and litigation costs) (collectively “Losses”) which any Purchaser Indemnified Party incurs arising out of or resulting from: (i) any matter or thing pertaining to the ownership or operation of the Property prior to the Closing Date; (ii) any liabilities and any litigation, action or proceeding pertaining to the ownership or operation of the Property or otherwise relating to the Existing Loan (to the extent not covered by the release by Purchaser of Seller pursuant to the Assumption and Release Agreement) or the mezzanine financing provided by Seller’s affiliates in respect of the Property, in each case relating to actions or events occurring prior to the Closing Date; (iii) Seller’s violation of Section 10.1(p) hereof; (iv) Seller’s default under this Agreement beyond any applicable notice and grace periods, due to matters solely within Seller’s control; or (v) Seller’s failure to consummate the Closing and/or any Seller Indemnitor’s hindrance of the Closing or the consummation of the Existing Loan Acquisition Transaction, in each case, due to matters solely within Seller’s control; provided, however, the foregoing indemnity shall not be applicable to (x) Losses incurred as a result of the exercise by a party entitled to exercise a right of first refusal to purchase the Property under Chapters 11 or 53A of the County Code, (y) Losses resulting from the failure of the Closing to occur because Purchaser is in default under this Agreement beyond any applicable notice or grace periods; or (z) Losses related to the Outstanding Trade Payables, to the extent that such Losses are less than the Maximum Trade Payables Exposure.

  • Buyer Indemnity Buyer will, at its expense, indemnify, defend and hold harmless Licensor and its Affiliates and their respective officers, directors, employees, agents and representatives (collectively “Licensor Indemnified Parties”) from and against any and all claims, actions, proceedings and suits brought by a third party, and any and all liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees) (“Claims”) to the extent arising out of or relating to an allegation of any of the following: (a) infringement, misappropriation or violation of any Proprietary Rights by the Buyer Materials or Buyer Data or Licensor’s use thereof as permitted under this Agreement; and (b) any unauthorized or unlawful receipt, processing, transmission or storage of Buyer Data by Licensor in the performance of its obligations as permitted under this Agreement resulting from breach of Buyer’s obligations under Section 7.2.2.

  • Company Indemnity The Company will indemnify and hold harmless each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder with respect to which registration, qualification or compliance has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls, within the meaning of Section 15 of the Securities Act and the rules and regulations thereunder, any underwriter, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus, offering circular or other document (including any related registration statement, notification or the like) incident to any such registration, qualification or compliance, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, or any violation by the Company of the Securities Act or any state securities law or in either case, any rule or regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance, and will reimburse each Holder, each of its officers, directors, agents and partners, and each person controlling each of the foregoing, each such underwriter and each person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to a Holder to the extent that any such claim, loss, damage, liability or expense arises out of or is based (i) on any untrue statement or omission based upon written information furnished to the Company by a Holder or the underwriter (if any) therefore, (ii) the failure of a Holder to deliver at or prior to the written confirmation of sale, the most recent prospectus, as amended or supplemented or (iii) the failure of a Holder otherwise to comply with this Agreement. The indemnity agreement contained in this Section 5.6(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent will not be unreasonably withheld).

  • Tenant Indemnity Tenant shall indemnify and save harmless Landlord against 694 and from all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges, and expenses, 695 including, without limitation, attorneys’ fees and disbursements, that may be imposed upon or asserted 696 against, or reasonably incurred by, Landlord or any agency or subdivision thereof or its respective agents, 697 employees, officers, or officials (the “Tenant Indemnitees”) by reason of the acts or omissions of Tenant 698 or its affiliates in the performance of each of their obligations under this Lease or by reason of the acts or 699 omissions of Sublessees as defined in Section 2.2(d) above, except to the extent that such liability or other 700 loss is caused proximately, in whole or in part, by the negligent or willful acts of Tenant Indemnitees. 701 Tenant shall defend any and all legal proceedings commenced against any Tenant Indemnitee arising 702 under Tenant’s obligations under this Article using legal counsel satisfactory to Landlord. Landlord shall 703 use its best efforts to give Tenant reasonable notice of any legal proceeding of which it has actual 704 knowledge. Tenant shall deliver to Landlord copies of documents served in any legal proceeding arising 705 in connection with the Parking Facility and, whenever requested by Landlord, shall advise Landlord as to 706 the status of such legal proceeding; provided, however, that any such consultation shall not cause Tenant 707 to waive any claim of privilege, including, without limitation, attorney-client privilege. If Tenant fails to 708 defend any such legal proceeding, Landlord shall have the right (but not the obligation) to defend the 709 proceeding at Tenant’s expense. Tenant shall not settle any such legal proceeding without Landlord’s 710 prior written consent unless the effect of such settlement shall be to release all Tenant Indemnitees from 711 all liability with respect to such legal proceeding (and all claims and liabilities asserted therein). For 712 purposes of this Section, “legal proceedings” includes legal actions and administrative proceedings. 713

  • Patent Indemnity 29.1 The Supplier shall, subject to the Procuring Entity's compliance with GCC Sub-Clause 29.2, indemnify and hold harmless the Procuring Entity and its employees and officers from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney's fees and expenses, which the Procuring Entity may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract by reason of: a) the installation of the Goods by the Supplier or the use of the Goods in the country where the Site is located; and b) the sale in any country of the products produced by the Goods. Such indemnity shall not cover any use of the Goods or any part thereof other than for the purpose indicated by or to be reasonably inferred from the Contract, neither any infringement resulting from the use of the Goods or any part thereof, or any products produced thereby in association or combination with any other equipment, plant, or materials not supplied by the Supplier, pursuant to the Contract. 29.2 If any proceedings are brought or any claim is made against the Procuring Entity arising out of the matters referred to in GCC Sub-Clause 29.1, the Procuring Entity shall promptly give the Supplier a notice thereof, and the Supplier may at its own expense and in the Procuring Entity's name conduct such proceedings or claim and any negotiations for the settlement of any such proceedings or claim. 29.3 If the Supplier fails to notify the Procuring Entity within twenty-eight (28) days after receipt of such notice that it intends to conduct any such proceedings or claim, then the Procuring Entity shall be free to conduct the same on its own behalf. 29.4 The Procuring Entity shall, at the Supplier's request, afford all available assistance to the Supplier in conducting such proceedings or claim, and shall be reimbursed by the Supplier for all reasonable expenses incurred in so doing. 29.5 The Procuring Entity shall indemnify and hold harmless the Supplier and its employees, officers, and Subcontractors from and against any and all suits, actions or administrative proceedings, claims, demands, losses, damages, costs, and expenses of any nature, including attorney's fees and expenses, which the Supplier may suffer as a result of any infringement or alleged infringement of any patent, utility model, registered design, trademark, copyright, or other intellectual property right registered or otherwise existing at the date of the Contract arising out of or in connection with any design, data, drawing, specification, or other documents or materials provided or designed by or on behalf of the Procuring Entity.

  • Buyer’s Indemnity THE BUYER WILL INDEMNIFY AND HOLD HARMLESS THE SELLER, THE MANUFACTURER, EACH OF THE ASSOCIATED CONTRACTORS AND THEIR RESPECTIVE SUBCONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES (I) FOR INJURIES TO OR DEATHS OF THE BUYER'S SAID REPRESENTATIVES PARTICIPATING IN ANY TESTS, CHECKOUTS, INSPECTIONS OR CONTROLS UNDER THIS CLAUSE 7, (II) FOR LOSS OF OR DAMAGE TO PROPERTY OF THE BUYER'S SAID REPRESENTATIVES, AND (III) ARISING OUT OF OR CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE BUYER'S SAID REPRESENTATIVES. WITH RESPECT TO SUBCLAUSES (I) AND (II) OF THE PRECEDING SENTENCE, THE BUYER WILL NOT BE OBLIGATED TO INDEMNIFY OR HOLD HARMLESS THE SELLER WHERE THE LIABILITIES, DAMAGES, LOSSES, COSTS OR EXPENSES ARISE FROM THE SELLER'S, THE MANUFACTURER'S OR ANY OF THE ASSOCIATED CONTRACTORS' OR THEIR RESPECTIVE SUBCONTRACTORS' OR THEIR RESPECTIVE OFFICERS', AGENTS' OR EMPLOYEES' WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.

  • Seller’s Indemnity Notwithstanding the Closing and regardless of any investigation made at any time by or on behalf of Buyer or any information Buyer may have, Seller shall indemnify and hold Buyer, its respective affiliates, officers, directors, employees, agents, and representatives, and any Person claiming by or through any of them, as the case may be (each a "Buyer Indemnified Person"), harmless from and against any Losses arising out of or resulting from any of the following, provided that a claim for indemnity with respect -44- 50 to such Losses, specifying such claim in reasonable detail, has been delivered to Seller by Buyer before the date eighteen months after the Closing Date unless a longer survival period is specified in Section 9.1, in which case the end of such applicable survival period: (i) all refund liabilities due to subscribers for periods prior to the Closing that arise in connection with Rate Regulatory Matters or Rate Regulatory Reduction Orders; (ii) the business or operations of the System prior to the Closing Date (except for Assumed Liabilities for which an adjustment has been made at Closing and Permitted Liens), any failure by Seller to pay, perform or discharge any liabilities or obligations of Seller or the System not expressly assumed by Buyer pursuant to Section 2.8.1 hereof, and all claims and demands made in respect of any of the foregoing whether or not known or asserted at or prior to the Closing; (iii) any misrepresentation, breach of warranty, or nonfulfillment of any agreement or covenant on the part of Seller under this Agreement or any Transaction Document; (iv) the Litigation described in SCHEDULE 3.7 hereto; and (v) any claim by the City of Huntsville or any other Person that, contrary to Paragraph 7 of the Huntsville Resolution, Buyer or any of its successors or assigns is required or alleged to be required to pay any franchise fees to the City of Huntsville for any period prior to the expiration of the City of Huntsville Franchise. provided, however, that the Seller shall not be liable under Section 9.2(iii) in respect of Losses unless the aggregate of such Losses exceeds Two Hundred Thousand Dollars ($200,000) in which case the Seller will be liable for all such Losses up to a maximum aggregate amount of Fifteen Million Dollars ($15,000,000). Seller will be liable, in the aggregate, for all Losses under this Section 9.2 up to a maximum amount of Sixty Five Million Dollars ($65,000,000); provided, however, that such limitations and qualifications shall not apply in the case of Losses resulting from or arising out of the Seller's breach of its obligations under Sections 2.6.2, 2.10 and 2.13, Section 5.5, Section 12 and Section 13.4 hereof.

  • Expenses; Indemnity (a) The Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent, the Collateral Agent, the Issuing Bank and the Swingline Lender in connection with the syndication of the Credit Facilities and the preparation and administration of this Agreement and the other Loan Documents or in connection with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Loans made or Letters of Credit issued hereunder, including the reasonable and documented fees, charges and disbursements of Cravath, Swaine & Xxxxx LLP, counsel for the Administrative Agent and the Collateral Agent, and, in connection with any such enforcement or protection, the fees, charges and disbursements of any other counsel for the Administrative Agent, the Collateral Agent or any Lender. (b) The Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, each Lender, the Issuing Bank and each Related Party of any of the foregoing persons, their successors and assigns and members of each of the foregoing (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all reasonable and documented losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance by the parties thereto of their respective obligations thereunder or the consummation of the Transactions and the other transactions contemplated thereby (including the syndication of the Credit Facilities), (ii) the use of the proceeds of the Loans or issuance of Letters of Credit, or (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealeble judgment to have resulted from the gross negligence or wilful misconduct of such Indemnitee or (y) result from the release of Hazardous Materials or a violation of Environmental Laws that first occurs at a particular owned real property after such property has been transferred to any Indemnitees or its successor or assigns by foreclosure, deed-in-lieu of foreclosure or similar transfer except to the extent caused by, or attributable to the actions of or failure to act by, the Borrower or any of its Subsidiaries. (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent, the Issuing Bank or the Swingline Lender in its capacity as such. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, outstanding Term Loans and unused Commitments at the time. (d) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan or Letter of Credit or the use of the proceeds thereof. (e) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, the Collateral Agent, any Lender or the Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor.

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