Indemnification and Payment. (a) In the event a NMTC Recapture Event shall occur and the Guarantors have received written notice thereof from Investor indicating that a Payment Date has occurred, the Guarantors hereby absolutely and unconditionally agree, notwithstanding any standstill provisions that may exist with respect to any other Loan Documents (as such term is defined in the Loan Agreement), to pay to the Investor the NMTC Recapture Amount within ten (10) days after receipt of said written notice from Investor, and to indemnify and hold harmless the Investor, from and against any costs, expenses, claims, demands, penalties, fines, liabilities, settlements, losses or damages of whatever kind or nature (including reasonable counsel and attorney’s fees), known or unknown, contingent or otherwise, arising out of or in any way related to any costs, expenses, claims, demands, penalties, fines, liabilities, settlements, losses or damages of whatever kind or nature that shall be incurred by the Investor as a result of the failure of the Guarantor to perform its obligations hereunder (collectively, the “Indemnified Matters”). If Guarantor has paid the NMTC Recapture Amount with respect to a notice under this Section 2(a) hereof, and there is a subsequent appeal of any court decision leading to such notice in which the Investor or its affiliates recovers all or part of such amounts, the Investor will promptly repay a corresponding portion of the amount paid by Guarantor to Guarantor. In addition, to prevent a double recovery, if the Investor has been paid by Guarantors the maximum amount that could be due to Investors hereunder (reflecting a full disallowance of all Tax Credits contemplated for the QEIs for all years and all amounts payable with respect to such Tax Credits), and Investor later receives any cash amounts with respect to its capital contributions to the Fund (whether from distributions or upon sale of its interest), Investor shall return such amounts to the Guarantors in proportion to and to the extent of the amounts previously paid to Investor by such Guarantors.
(b) If the Borrower has fully satisfied its obligation to pay a NMTC Recapture Amount pursuant to Section 2(a) hereof (the “Satisfied Obligations”), and the Investor shall have been allowed tax credits attributable to any Recaptured Credits or Disallowed Credits (a “Refunded Credit Amount”), whether due to changes in the Code or Treasury Regulations, or otherwise, the Investor shall pay to the Guarantors within t...
Indemnification and Payment. OF DAMAGES BY VISION 21, BLOCK VISION, MEC, VISION 21-TAMPA BAY, VISION 21-WISCONSIN AND TCOL. Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin or TCOL, jointly and severally, will indemnify and hold harmless the ECCA Companies and their respective representatives, shareholders, directors, officers, controlling persons and Affiliates (collectively, the "ECCA Indemnified Persons") for, and will pay to the ECCA Indemnified Persons the amount of any actual loss, liability, claim or damage or expense (including costs of investigation and defense and reasonable attorneys' fees), whether or not involving a third-party claim (collectively, "Damages"), arising, directly or indirectly, from or in connection with any breach of (i) any representation or warranty made by Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin or TCOL in this Agreement or any schedule attached hereto, or any other certificate or document delivered by Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin or TCOL pursuant to this Agreement, (ii) any covenant or obligation of Vision 21, Block Vision, MEC, Vision 21-Tampa Bay, Vision 21-Wisconsin or TCOL in this Agreement or any document executed pursuant to this Agreement, or (iii) any claim by any third party against any of the ECCA Indemnified Persons arising out of the termination of the Sublease Agreements and the vacating of the premises hereunder.
Indemnification and Payment of Damages by Xxxxxxxxxx ---------------------------------------------------- Xxxxxxxxxx will indemnify and hold harmless the Indemnified Persons for, and will pay to the Indemnified Persons the amount of, any Damages arising from:
(a) any Breach of any representation or warranty made by Xxxxxxxxxx in Section 3 of this Agreement, the Disclosure Letter (giving effect to any supplement to the Disclosure Letter), the supplements to the Disclosure Letter, or any other certificate or document delivered by Xxxxxxxxxx pursuant to this Agreement;
(b) any Breach by Xxxxxxxxxx of any covenant or obligation of Xxxxxxxxxx in this Agreement; and
(c) any claim by any person for brokerage or finders fees or commissions or similar payments based upon any agreement or understanding alleged to have been made by any such Person with Xxxxxxxxxx (or any Person acting on Xxxxxxxxxx'x behalf) in connection with any of the Contemplated Transactions.
Indemnification and Payment. OF DAMAGES BY SELLER--ENVIRONMENTAL MATTERS.......................44 4
Indemnification and Payment. OF DAMAGES BY SELLERS-- ENVIRONMENTAL MATTERS...................45 6.4
Indemnification and Payment of Damages by the Company - Environmental Matters. In addition to the provisions of Section 10.2, the Company will indemnify and hold harmless Buyer for, and will pay to Buyer the amount of, any Damages (including costs of cleanup, containment, or other remediation) arising, directly or indirectly, from or in connection with any Environmental, Health, and Safety Liabilities arising out of or relating to: (i) (A) the ownership, operation, or condition at any time on or prior to the Closing Date of any properties and assets used by the Company, or any Hazardous Materials or other contaminants that were present on such properties and assets at any time on or prior to the Closing Date; or (ii) any Hazardous Materials or other contaminants, wherever located, that were, or were allegedly, generated, transported, stored, treated, Released, or otherwise handled by the Company or by any other Person for whose conduct they are or may be held responsible at any time on or prior to the Closing Date.
Indemnification and Payment. As an original and independent obligation under this Agreement, each Guarantor shall:
(1) indemnify each of the Administrative Agent, the U.S. Collateral Agent and the Lenders and keep indemnified against any cost, loss, expense or liability of whatever kind resulting from the failure by the Borrower to make due and punctual payment of any of the Obligations or resulting from any of the Obligations being or becoming void, voidable, unenforceable or ineffective against the Borrower other than as a result of the gross negligence or wilful misconduct of the Administrative Agent, the U.S. Collateral Agent and the Lenders (including, but without limitation, all reasonable and documented legal and other costs, charges and expenses incurred by the Administrative Agent, the U.S. Collateral Agent and the Lenders in connection with preserving or enforcing, or attempting to preserve or enforce, their rights under this Agreement); and
(2) pay on demand the amount of such cost, loss, expense or liability, incurred in good faith, whether or not any of the Administrative Agent, the U.S. Collateral Agent and the Lenders have attempted to enforce any rights against the Borrower or any other Person.
Indemnification and Payment. As an original and independent obligation under this Agreement, each Borrower shall:
(1) indemnify each of Agent and Lenders and keep indemnified against any cost, loss, expense or liability of whatever kind resulting from the failure by the other Borrower to make due and punctual payment of any of the Obligations or resulting from any of the Obligations being or becoming void, voidable, unenforceable or ineffective against such other Borrower (including, but without limitation, all legal and other costs, charges and expenses incurred by the Agent and Lenders in connection with preserving or enforcing, or attempting to preserve or enforce, their rights under this Agreement); and
(2) pay on demand the amount of such cost, loss, expense or liability, incurred in good faith, whether or not any of the Agent and Lenders have attempted to enforce any rights against such other Borrower or any other Person.
Indemnification and Payment. In the event of Employee's violation of --------------------------- any covenant in Section 4, Employee shall indemnify and hold harmless Company from any loss, liability, cost or expense (including reasonable attorney's fees) arising out of such violation and shall pay over to Company any benefit received by Employee in connection with such violation.
Indemnification and Payment. As an original and independent obligation under this Agreement, the Parent Guarantor shall:
(1) indemnify each of the Administrative Agent and the Lenders and keep indemnified against any cost, loss, expense or liability of whatever kind resulting from the failure by the Borrower to make due and punctual payment of any of the Obligations or resulting from any of the Obligations being or becoming void, voidable, unenforceable or ineffective against the Borrower other than as a result of the wilful misconduct of the Administrative Agent and the Lenders (including, but without limitation, all legal and other costs, charges and expenses incurred by the Administrative Agent and the Lenders in connection with preserving or enforcing, or attempting to preserve or enforce, their rights under this Agreement); and
(2) pay on demand the amount of such cost, loss, expense or liability, incurred in good faith, whether or not any of the Administrative Agent and the Lenders have attempted to enforce any rights against the Borrower or any other Person.
