Indemnification by Borrowers. The Credit Parties shall indemnify and hold harmless (on a joint and several basis) each Recipient, within 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 2.15) paid by such Recipient 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 Agent by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Transfirst Holdings Corp.), First Lien Credit Agreement (Transfirst Holdings Corp.)
Indemnification by Borrowers. The Credit Parties Borrowers shall jointly and severally indemnify and hold harmless (on a joint and several basis) each Recipient, within ten (10) 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 2.15Section) 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 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 U.S. Borrower Agent by a Recipient Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a RecipientLender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Miller Herman Inc), Credit Agreement (Miller Herman Inc)
Indemnification by Borrowers. The Credit Parties Borrowers shall jointly and severally indemnify and hold harmless (on a joint and several basis) each Recipient, within ten (10) 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 2.15Section) 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 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 Agent by a Recipient Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a RecipientLender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Miller Herman Inc)
Indemnification by Borrowers. The Credit Parties applicable Borrower shall indemnify Administrative Agent and hold harmless (on a joint and several basis) each RecipientLender, within 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 2.15Section) paid by Administrative Agent or 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 a Borrower Agent by a Recipient Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a RecipientLender, shall be conclusive absent manifest demonstrable error.
Appears in 1 contract
Samples: Term Loan Agreement (Prologis)
Indemnification by Borrowers. The Credit Parties Each Borrower shall indemnify and hold harmless (on a joint and several basis) each Recipient, Recipient within ten (10) 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 2.15Section) 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 a Borrower Agent by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient, Recipient shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrowers. The Credit Parties Borrowers shall jointly and severally indemnify and hold harmless (on a joint and several basis) each Recipient, within ten (10) 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 2.15Section) 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 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 a Borrower Agent by a Recipient Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a RecipientLender, shall be conclusive absent manifest error.
Appears in 1 contract
Indemnification by Borrowers. The Credit Parties Borrowers shall jointly and severally indemnify and hold harmless (on a joint and several basis) each Recipient, within ten (10) days after daysafter 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 2.15Section) 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 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 Agent by a Recipient Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a RecipientLender, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Revolving Credit Agreement (FelCor Lodging Trust Inc)