Indemnification by Borrower. The Borrower shall indemnify each Recipient, within 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 the Lender shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Offerpad Solutions Inc.), Credit Agreement (Offerpad Solutions Inc.), Credit Agreement (Supernova Partners Acquisition Company, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 ten (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 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 the Lender shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Junior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.), Senior Mezzanine Loan Agreement (Ashford Hospitality Prime, Inc.), Loan Agreement (Ashford Hospitality Prime, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 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 2.7) 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 the a Lender shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Loan Agreement (MGM Growth Properties Operating Partnership LP), Loan and Security Agreement (Netlist Inc)
Indemnification by Borrower. The Borrower shall indemnify Agent and each Recipient, Purchaser within 10 days after demand therefortherefore, 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 Agent or such Recipient or required to be withheld or deducted from a payment to such Recipient Purchaser 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 the Lender Agent or any Purchaser shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Note Purchase Agreement (Global Telecom & Technology, Inc.), Note Purchase Agreement (Global Telecom & Technology, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipientthe Lender, within 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 the Lender or required to be withheld or deducted from a payment to such Recipient the 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 the Lender Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Consent, Assignment and Sale Agreement
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 ten (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 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 the Lender shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Heritage-Crystal Clean, Inc.), Credit Agreement (Heritage-Crystal Clean, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 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 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 Authoritygovernmental authority. A certificate as to the amount of such payment or liability delivered to the Borrower by the a Lender shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Loan and Security Agreement (Silk Road Medical Inc), Loan and Security Agreement (Silk Road Medical Inc)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 ten (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 Lender for the account of Borrower, 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 the Lender shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Margin Loan Agreement (Sina Corp), Margin Loan Agreement (Sina Corp)
Indemnification by Borrower. The Borrower shall indemnify each Recipientpay Lender, within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on on, or attributable to to, amounts payable under this Sectionclause (a) above) 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 the Lender shall be conclusive evidence as to the amount of Indemnified Taxes due and owing to Lender absent manifest error.
Appears in 2 contracts
Samples: Loan and Security Agreement (Transatlantic Petroleum Ltd.), Loan and Security Agreement (Transatlantic Petroleum Ltd.)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, Bank within 10 ten (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 2.5(d)) payable or paid by such Recipient Bank or required to be withheld or deducted from a payment to such Recipient Bank 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 the Lender Bank, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Loan and Security Agreement (Collegium Pharmaceutical, Inc), Loan and Security Agreement (Achaogen Inc)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 days ten (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 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 the Lender shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Revolving Credit Agreement, Revolving Credit Agreement (Oaktree Strategic Income II, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each Recipientany Lender, within 10 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 SectionSection 2.10) 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 the such Lender shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Margin Loan Agreement (Cannae Holdings, Inc.), Margin Loan Agreement (Cannae Holdings, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientAgent and Lenders, within 10 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 Agent and Lenders or required to be withheld or deducted from a payment to such Recipient Agent and Lenders 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 the Lender Agent shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit and Security Agreement (MVC Capital, Inc.), Credit and Security Agreement (MVC Capital, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 ten (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 3.2) 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 ten (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 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 the a Lender shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each Recipientthe Lender, within 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 the Lender or required to be withheld or deducted from a payment to such Recipient the 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each Recipientthe Issuing Bank, within 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 SectionSection 2.10) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient the Issuing Bank, and any 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 the Lender Issuing Bank shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Albertsons Companies, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each any Recipient, within 10 ten (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 the Lender any such Recipient shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Building Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientBeneficiary Parties, within 10 ten (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) paid or payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient the Beneficiary Parties 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 the Funding Lender shall be conclusive of the amount so paid or payable absent manifest error.
Appears in 1 contract
Samples: Borrower Loan Agreement
Indemnification by Borrower. The Borrower Loan Parties shall jointly and severally indemnify each RecipientLender, within 10 ten (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 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Plymouth Industrial REIT Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 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 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower and the other Loan Parties shall jointly and severally indemnify each RecipientLender, within 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 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 ten (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 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 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 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Revolving Credit Agreement (Raymond James Financial Inc)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 ten (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 2.5.4) 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Loan Agreement (Pacific Oak Strategic Opportunity REIT II, Inc.)
Indemnification by Borrower. The Borrower shall indemnify each RecipientLender, within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes indemnified under this Section 2.11(c) (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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Loan Agreement (Howard Hughes Corp)
Indemnification by Borrower. The Borrower shall indemnify each Recipient, Lender within 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 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 the Lender shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Aqua Metals, Inc.)