Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 46 contracts
Samples: Loan and Guarantee Agreement (Jetblue Airways Corp), Loan and Guarantee Agreement (United Airlines, Inc.), Loan and Guarantee Agreement (Frontier Group Holdings, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 23 contracts
Samples: Credit Agreement (Owl Rock Technology Finance Corp. II), Revolving Credit Agreement (Power Solutions International, Inc.), Credit Agreement (Bungeltd)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 8 contracts
Samples: Credit Agreement (Uber Technologies, Inc), Credit Agreement (Halozyme Therapeutics, Inc.), Credit Agreement (Franklin Resources Inc)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent Agent, on its own behalf or on behalf of a Co-Lender, shall be conclusive absent manifest error.
Appears in 8 contracts
Samples: Mezzanine Loan Agreement (NorthStar Healthcare Income, Inc.), Mezzanine Loan Agreement (Northstar Realty Finance Corp.), Loan Agreement (NorthStar Healthcare Income, Inc.)
Indemnification by Borrower. The Borrower Loan Parties, jointly and severally, shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 8 contracts
Samples: Term Loan Credit Agreement (Team Inc), Term Loan Credit Agreement (Team Inc), Unsecured Term Loan Credit Agreement (Team Inc)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2 of this SectionExhibit C or this Section 4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderCollateral Agent), or by the Administrative Collateral Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 7 contracts
Samples: Loan and Security Agreement (Ardelyx, Inc.), Loan and Security Agreement (Rezolute, Inc.), Loan and Security Agreement (SOC Telemed, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2 of this SectionAddendum 1 or this Section 4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authoritygovernmental authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 6 contracts
Samples: Loan and Security Agreement (Geron Corp), Loan and Security Agreement (Axsome Therapeutics, Inc.), Loan and Security Agreement (Codiak BioSciences, Inc.)
Indemnification by Borrower. The Borrower Each of the Loan Parties shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 6 contracts
Samples: Credit Agreement (Leonardo DRS, Inc.), Credit Agreement (Callaway Golf Co), Credit Agreement (Braemar Hotels & Resorts Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 5 contracts
Samples: Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.), Credit Agreement (Granite Ridge Resources, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderRecipient, shall be conclusive absent manifest error.
Appears in 5 contracts
Samples: Credit Agreement (Imax Corp), Credit Agreement (Imax Corp), Credit Agreement (Imax Corp)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderRecipient, shall be conclusive absent manifest error.
Appears in 5 contracts
Samples: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authoritygovernmental authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 4 contracts
Samples: Loan and Security Agreement, Loan and Security Agreement (Aldeyra Therapeutics, Inc.), Loan and Security Agreement (Constellation Pharmaceuticals Inc)
Indemnification by Borrower. The Borrower shall indemnify indemnify, without duplication, Administrative Agent and each Recipient, Lender within thirty (30) ten days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified other than a Tax on the overall net income of any Lender) or Other Taxes imposed paid by Administrative Agent or asserted such Lender on or attributable with respect to amounts payable under this Section) payable any payment by or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient on account of any obligation of Borrower hereunder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to stating the amount of such payment or liability and setting forth in reasonable detail the calculation thereof delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error.
Appears in 4 contracts
Samples: Second Lien Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Credit and Guaranty Agreement (Bz Intermediate Holdings LLC), Credit and Guaranty Agreement (Boise Inc.)
Indemnification by Borrower. The Borrower shall indemnify the Agent and each RecipientLender, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Agent or such Recipient or required to be withheld or deducted from a payment to such Recipient Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error.
Appears in 4 contracts
Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Loan Agreement (Littelfuse Inc /De)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient Lender or required to be withheld or deducted from a payment to such Recipient Lender and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 4 contracts
Samples: Loan Agreement (AG Mortgage Investment Trust, Inc.), Loan Agreement (Altisource Residential Corp), Loan Agreement (Altisource Residential Corp)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 4 contracts
Samples: Loan and Security Agreement (Vertex Energy Inc.), Loan Agreement (Pinstripes Holdings, Inc.), Loan and Security Agreement (Vertex Energy Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, Recipient within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, Recipient shall be conclusive absent manifest error.
Appears in 4 contracts
Samples: Credit Agreement (Williams Partners L.P.), Credit Agreement (Williams Partners L.P.), Credit Agreement (Williams Companies Inc)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 4 contracts
Samples: Credit Agreement (Remora Royalties, Inc.), Credit Agreement (Alta Mesa Resources, Inc. /DE), Credit Agreement (Silver Run Acquisition Corp II)
Indemnification by Borrower. The Borrower shall, and hereby does, indemnify Lender, and shall indemnify each Recipient, make payment due in respect thereof within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable withheld or deducted by Borrower or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Heritage-Crystal Clean, Inc.), Credit Agreement (Heritage-Crystal Clean, Inc.), Credit Agreement (Heritage-Crystal Clean, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Term Loan Agreement (Nordson Corp), Term Loan Agreement (Nordson Corp), Term Loan Agreement (Nordson Corp)
Indemnification by Borrower. The Borrower shall indemnify each RecipientAgent and each Lender, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient Agent or required to be withheld or deducted from a payment to such Recipient Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative an Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Senior Secured Credit Agreement (Lifetime Brands, Inc), Senior Secured Credit Agreement (Lifetime Brands, Inc), Second Lien Credit Agreement (Lifetime Brands, Inc)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Bank (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderBank, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust VI, Inc.), Syndicated Term Loan Agreement (Strategic Storage Trust IV, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Century Communities, Inc.), Credit Agreement (TriState Capital Holdings, Inc.), Credit Agreement (Century Communities, Inc.)
Indemnification by Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Loan Agreement (Chesapeake Lodging Trust), Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
Indemnification by Borrower. The Borrower Each of the Loan Parties shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.), Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.), Revolving Credit Agreement (Clarion Partners Real Estate Income Fund Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental AuthorityAgency. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 5.4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative any Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Bank (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderBank, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Term Loan Facility (Nordson Corp), Term Loan Facility Agreement (Nordson Corp), Credit Agreement (Nordson Corp)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including any such Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.17) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Cheniere Energy, Inc.), Revolving Credit Agreement (Cheniere Energy Inc), Revolving Credit Agreement (Cheniere Energy Inc)
Indemnification by Borrower. The Borrower Loan Parties shall jointly and severally indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSubsection) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Shenandoah Telecommunications Co/Va/), Credit Agreement (Atlantic Tele Network Inc /De)
Indemnification by Borrower. The Each Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Term Loan and Security Agreement (KBS Growth & Income REIT, Inc.), Term Loan and Security Agreement (KBS Growth & Income REIT, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.5.4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Senior Loan Agreement (KBS Strategic Opportunity REIT, Inc.), Mezzanine Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Indemnification by Borrower. The Borrower shall indemnify Administrative Agent, each RecipientLender and LC Issuer, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipient LC Issuer, as the case may be, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or LC Issuer (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or LC Issuer, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Vantage Energy Inc.), Credit Agreement (Vantage Energy Inc.)
Indemnification by Borrower. The Borrower Loan Parties shall jointly and severally indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSubsection 1.13) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Third Amendment and Confirmation Agreement (ATN International, Inc.), Credit Agreement (Atlantic Tele Network Inc /De)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Syndication Party (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderSyndication Party, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (CHS Inc), Credit Agreement (CHS Inc)
Indemnification by Borrower. The Borrower and Guarantor shall jointly and severally indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Revolving Loan Agreement (RREEF Property Trust, Inc.), Revolving Loan Agreement (RREEF Property Trust, Inc.)
Indemnification by Borrower. The Borrower shall indemnify the Agent and each RecipientLender, within thirty (30) days 10 Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 7.3) payable paid in good faith by the Agent or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (PRECISION DRILLING Corp), Credit Agreement (PRECISION DRILLING Corp)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (New York Times Co), Credit Agreement (New York Times Co)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.), Construction Loan Agreement (Bluerock Residential Growth REIT, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a DIP Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderDIP Agent), or by the Administrative DIP Agent on its own behalf or on behalf of a DIP Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower Each of the Loan Parties shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2 of Exhibit V) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent if such Lender is not the Initial LenderBank), or by the Administrative Agent Bank on its own behalf or on behalf of a Lenderanother Recipient, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each Recipientthe Lender or Agent, as applicable, within thirty (30) 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient Lender or Agent, as applicable, or required to be withheld or deducted from a payment to such Recipient Lender or Agent, as applicable, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Loan and Security Agreement (Stealth BioTherapeutics Corp)
Indemnification by Borrower. The Borrower Each of the Credit Parties shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Sectionsection) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error, gross negligence or intentional misconduct.
Appears in 1 contract
Samples: Credit Agreement
Indemnification by Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify each RecipientLender, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient Lender or required to be withheld or deducted from a payment to such Recipient Lender and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Indemnification by Borrower. The Borrower shall indemnify the Administrative Agent and each RecipientLender, within thirty (30) 10 days after written demand therefor, for the full 364-DAY CREDIT AGREEMENT amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by the Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such Recipient Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, Lender shall be conclusive absent manifest error.
Appears in 1 contract
Samples: 364 Day Credit Agreement (Hearst Argyle Television Inc)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to | the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Loan and Guarantee Agreement (American Airlines, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderRecipient, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Bloom Energy Corp)
Indemnification by Borrower. The Borrower shall shall, and does hereby, indemnify each Recipient, and shall make payment in respect thereof within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.1) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Bank (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderBank, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Revolving Loan Agreement (Avalonbay Communities Inc)
Indemnification by Borrower. The Borrower Loan Parties shall jointly and severally indemnify each Recipient, within thirty (30) days 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount and basis of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower Borrowers shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.10) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Borrowers by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Livent Corp.)
Indemnification by Borrower. The Borrower Each of the Loan Parties shall indemnify each Recipient, Recipient within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender or L/C Issuer (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderLender or L/C Issuer, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 3.10) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Bank (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderBank, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower Borrowers shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2 of this SectionExhibit I or this Section 4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Representative by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Loan and Security Agreement (Brilliant Earth Group, Inc.)
Indemnification by Borrower. The Borrower Borrowers shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2 of this SectionExhibit C or this Section 4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Borrowers by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial Lender), or by the Administrative Agent on its own behalf or on behalf of a Lender, any Recipient shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Loan and Security Agreement (Senseonics Holdings, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.3.6) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Facility Loan Program Agreement and Security Agreement (Seven Hills Realty Trust)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) [***] days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a LenderRecipient, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Bloom Energy Corp)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) days 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.15(d)) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount and basis of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty ten (3010) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this SectionSection 2.18) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and and, in each case, any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (BRP Group, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under Section 2 of this Section Addendum 1 or this Section 4) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authoritygovernmental authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Loan and Security Agreement (Mountain Crest Acquisition Corp II)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, within thirty (30) 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental AuthorityAgency. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Administrative Agent if such Lender is not the Initial LenderAgent), or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract