Common use of Increased Costs; Indemnities Clause in Contracts

Increased Costs; Indemnities. Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, (a) each Lender which has purchased such participations shall be entitled to receive from the Borrowers any increased costs and indemnities directly from Borrowers to the same extent as if it were the direct Lender as opposed to a participant therein and (b) each Lender which has sold such participations shall be entitled to receive from the Borrowers indemnification from and against any and all Taxes imposed as a result of the sale of the participations pursuant to this Article XII. Each Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Article XII, increased Taxes may be owing by it pursuant to Section 2.20, which Taxes shall be paid (to the extent provided in Section 2.20) by the respective Borrower or Borrowers, without any claim that the increased Taxes are not payable because same resulted from the participations effected as otherwise required by this Article XII.

Appears in 4 contracts

Samples: Amendment No. 3 (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO), Credit Agreement (Rock-Tenn CO)

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Increased Costs; Indemnities. Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, (a) each Lender which has purchased such participations shall be entitled to receive from the Borrowers any increased costs and indemnities directly from Borrowers to the same extent as if it were the direct Lender as opposed to a participant therein and (b) each Lender which has sold such participations shall be entitled to receive from the Borrowers indemnification from and against any and all Taxes imposed as a result of the sale of the participations pursuant to this Article XII. Each Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Article XII, increased Taxes may be owing by it pursuant to Section 2.202.18, which Taxes shall be paid (to the extent provided in Section 2.202.18) by the respective Borrower or Borrowers, without any claim that the increased Taxes are not payable because same resulted from the participations effected as otherwise required by this Article XII.

Appears in 1 contract

Samples: Credit Agreement (Rock-Tenn CO)

Increased Costs; Indemnities. Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, (ai) each Lender which has purchased such participations shall be entitled to receive from the Borrowers any increased costs costs, indemnities and indemnities other amounts (including pursuant to Sections 2.14, 2.15, 2.16 and 9.03) directly from the Borrowers to the same extent as if it were the became a direct Lender as opposed to a participant therein and (b) each Lender which has sold such participations shall be entitled to receive from the Borrowers indemnification from and against any and all Taxes imposed as a result of the sale date of the participations deemed exchange pursuant to this Article XIISection. Each Subject to the immediately preceding sentence, each Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Article XIISection, increased Taxes may be owing by it pursuant to Section 2.202.16, which Taxes shall be paid (to the extent provided in Section 2.202.16) by the respective Borrower or Borrowersrelevant Borrower(s), without any claim that the increased Taxes are not payable because the same resulted from the participations effected as otherwise required by this Article XIISection.

Appears in 1 contract

Samples: Credit Agreement (NYSE Euronext)

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Increased Costs; Indemnities. Notwithstanding anything to the contrary contained elsewhere in this Agreement, upon any purchase of participations as required above, (a) each Lender which has purchased such participations shall be entitled to receive from the Borrowers any increased costs and indemnities directly from Borrowers to the same extent as if it were the direct Lender as opposed to a participant therein and (b) each Lender which has sold such participations shall be entitled to receive from the Borrowers indemnification from and against any and all Taxes taxes imposed as a result of the sale of the participations pursuant to this Article XIISection 11. Each Borrower acknowledges and agrees that, upon the occurrence of a Sharing Event and after giving effect to the requirements of this Article XIISection 11, increased Taxes taxes may be owing by it pursuant to Section 2.202.21, which Taxes taxes shall be paid (to the extent provided in Section 2.202.21) by the respective Borrower or Borrowers, without any claim that the increased Taxes are not payable because same resulted from the participations effected as otherwise required by this Article XIISection 11.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Easton-Bell Sports, Inc.)

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