Indemnification by Guarantors. Purchasers, and Companies A. Except as expressly provided in Article 4.B and 4.C hereof Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, ACEC, ACPC, or each of them, jointly and severally, agree to indemnify and hold harmless Seller, its Affiliates and their respective directors, officers and employees from and against any and all Taxes, tax credits utilized, interest, penalties, costs of enforcement and reasonable attorneys fees incurred in defending any claim for Taxes, interest, penalties, or additional income or the enforcement of this indemnification, if any, arising out of or based upon or with respect to any failure by Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, a Company, or any of them, to comply with each and every obligation and covenant of this Tax Agreement. B. Notwithstanding the foregoing Article 4.A, no Guarantor, Purchaser, or Company, shall be required to indemnify Seller, its Affiliates or their respective directors, officers, and employees: (1) if, in the case of (i) a voluntary sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, farmout, or other disposition of a Company or any of the Shares that would have the effect of causing a Company to cease being a member of its Consolidated Group or assets of a Company (other than sales of hydrocarbons or surplus materials or equipment in the ordinary course of business), or (ii) any sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, or other disposition of a Guarantor or the stock of a Guarantor that would have the effect of causing a Company to become a member of a new Consolidated Group, such Guarantor, Purchaser, or Company obtained the review and written approval described in Article 3.C hereof; (2) in the case of a transfer of any Shares or U.S. dollars contained in any escrow account to OPIC or any other secured lender as a result of a foreclosure upon default, but only if Seller and OPIC or other secured lender, as the case may be, are, at the time of
Appears in 1 contract
Indemnification by Guarantors. PurchasersWithout limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and Companies
A. Except as expressly provided in Article 4.B and 4.C hereof Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, ACEC, ACPC, or each of them, jointly and severally, agree to indemnify save and hold harmless Sellerthe Administrative Agent, its the Arrangers, the Sustainability Structuring Agent, each other Secured Party and each of their Affiliates and their respective officers, directors, officers employees, agents and employees advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all Taxesclaims, tax credits utilizeddamages, interestlosses, penaltiesliabilities and expenses (including, costs without limitation, reasonable fees and expenses of enforcement counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and reasonable attorneys fees incurred binding obligations of any Loan Party enforceable against such Loan Party in defending any claim for Taxesaccordance with their terms, interestexcept to the extent such claim, penaltiesdamage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from (x) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or additional income agent, (y) a breach in bad faith of such Indemnified Party’s obligations hereunder or the enforcement under any other Loan Document or (z) a claim not involving an act or omission of this indemnification, if any, arising out of or based upon or with respect to any failure by Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, a Company, Loan Party or any of themits respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party (other than against an Arranger, to comply with each and every obligation and covenant of this Tax Agreement.
B. Notwithstanding the foregoing Article 4.A, no Guarantor, Purchaser, Sustainability Structuring Agent or Company, the Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to indemnify Sellerpay the costs and expenses of more than one counsel for the Indemnified Parties, its Affiliates absent a conflict of interest (or their respective directorsin the case of a conflict of interest, officersone additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and employees:
(1) ifcorporate counsel in each applicable jurisdiction or, in the case of (i) a voluntary saleconflict of interest, exchangeone additional tax, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, farmout, or other disposition of a Company or any of the Shares that would have the effect of causing a Company to cease being a member of its Consolidated Group or assets of a Company (other than sales of hydrocarbons or surplus materials or equipment litigation and corporate counsel in the ordinary course of businesssuch jurisdiction for all similarly conflicted Indemnified Parties), or (ii) any sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, or other disposition of a Guarantor or the stock of a Guarantor that would have the effect of causing a Company to become a member of a new Consolidated Group, such Guarantor, Purchaser, or Company obtained the review and written approval described in Article 3.C hereof;
(2) in the case of a transfer of any Shares or U.S. dollars contained in any escrow account to OPIC or any other secured lender as a result of a foreclosure upon default, but only if Seller and OPIC or other secured lender, as the case may be, are, at the time of.
Appears in 1 contract
Indemnification by Guarantors. PurchasersWithout limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Guarantied Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and Companies
A. Except as expressly provided in Article 4.B and 4.C hereof Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, ACEC, ACPC, or each of them, jointly and severally, agree to indemnify save and hold harmless Sellerthe Administrative Agent, its the Arrangers, the Documentation Agents, each other Guarantied Party and each of their Affiliates and their respective officers, directors, officers employees, agents and employees advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all Taxesclaims, tax credits utilizeddamages, interestlosses, penaltiesliabilities and expenses (including, costs without limitation, reasonable fees and expenses of enforcement counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and reasonable attorneys fees incurred binding obligations of any Loan Party enforceable against such Loan Party in defending any claim for Taxesaccordance with their terms, interestexcept to the extent such claim, penaltiesdamage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from (x) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or additional income agent, (y) a material breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document or (z) a claim not involving an act or omission of any Guarantor, the enforcement of this indemnification, if any, arising out of or based upon or with respect to any failure by Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, a Company, Borrower or any of themtheir respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party (other than against a Joint Lead Arranger, to comply with each and every obligation and covenant of this Tax Agreement.
B. Notwithstanding a Joint Book Runner, a Syndication Agent, a Documentation Agent or the foregoing Article 4.A, no Guarantor, Purchaser, or Company, Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to indemnify Sellerpay the costs and expenses of more than one counsel for the Indemnified Parties, its Affiliates absent a conflict of interest (or their respective directorsin the case of a conflict of interest, officersone additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and employees:
(1) ifcorporate counsel in each applicable jurisdiction or, in the case of (i) a voluntary saleconflict of interest, exchangeone additional tax, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, farmout, or other disposition of a Company or any of the Shares that would have the effect of causing a Company to cease being a member of its Consolidated Group or assets of a Company (other than sales of hydrocarbons or surplus materials or equipment litigation and corporate counsel in the ordinary course of businesssuch jurisdiction for all similarly conflicted Indemnified Parties), or (ii) any sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, or other disposition of a Guarantor or the stock of a Guarantor that would have the effect of causing a Company to become a member of a new Consolidated Group, such Guarantor, Purchaser, or Company obtained the review and written approval described in Article 3.C hereof;
(2) in the case of a transfer of any Shares or U.S. dollars contained in any escrow account to OPIC or any other secured lender as a result of a foreclosure upon default, but only if Seller and OPIC or other secured lender, as the case may be, are, at the time of.
Appears in 1 contract
Indemnification by Guarantors. PurchasersWithout limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Guarantied Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and Companies
A. Except as expressly provided in Article 4.B and 4.C hereof Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, ACEC, ACPC, or each of them, jointly and severally, agree to indemnify save and hold harmless Sellerthe Administrative Agent, its the Arrangers, the Documentation Agents, each other Guarantied Party and each of their Affiliates and their respective officers, directors, officers employees, agents and employees advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all Taxesclaims, tax credits utilizeddamages, interestlosses, penaltiesliabilities and expenses (including, costs without limitation, reasonable fees and expenses of enforcement counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and reasonable attorneys fees incurred binding obligations of any Loan Party enforceable against such Loan Party in defending any claim for Taxesaccordance with their terms, interestexcept to the extent such claim, penaltiesdamage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from (x) to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or additional income agent, (y) a material breach in bad faith of such Indemnified Party’s obligations hereunder or under any other Loan Document or (z) a claim not involving an act or omission of any Guarantor, the enforcement of this indemnification, if any, arising out of or based upon or with respect to any failure by Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, a Company, Borrower or any of themtheir respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party (other than against a Joint Lead Arranger, to comply with each and every obligation and covenant of this Tax Agreement.
B. Notwithstanding a Joint Book Runner, a Syndication Agent, a Documentation Agent or the foregoing Article 4.A, no Guarantor, Purchaser, or Company, Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to indemnify Sellerpay the costs and expenses of more than one counsel for the Indemnified Parties, its Affiliates absent a conflict of interest (or their respective directorsin the case of a conflict of interest, officersone additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and employees:
(1) ifcorporate counsel in each applicable jurisdiction or, in the case of (i) a voluntary saleconflict of interest, exchangeone additional tax, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, farmout, or other disposition of a Company or any of the Shares that would have the effect of causing a Company to cease being a member of its Consolidated Group or assets of a Company (other than sales of hydrocarbons or surplus materials or equipment litigation and corporate counsel in the ordinary course of businesssuch jurisdiction for all similarly conflicted Indemnified Parties), or (ii) any sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, or other disposition of a Guarantor or the stock of a Guarantor that would have the effect of causing a Company to become a member of a new Consolidated Group, such Guarantor, Purchaser, or Company obtained the review and written approval described in Article 3.C hereof;
(2) in the case of a transfer of any Shares or U.S. dollars contained in any escrow account to OPIC or any other secured lender as a result of a foreclosure upon default, but only if Seller and OPIC or other secured lender, as the case may be, are, at the time of.
Appears in 1 contract
Indemnification by Guarantors. PurchasersWithout limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and Companies
A. Except as expressly provided in Article 4.B and 4.C hereof Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, ACEC, ACPC, or each of them, jointly and severally, agree to indemnify save and hold harmless Sellerthe Administrative Agent, its the Arrangers, the Co-Sustainability Structuring Agents, each other Secured Party and each of their Affiliates and their respective officers, directors, officers employees, agents and employees advisors (each, an “Indemnified Party”) from and against against, and shall pay on demand, any and all Taxesclaims, tax credits utilizeddamages, interestlosses, penaltiesliabilities and expenses (including, costs without limitation, reasonable fees and expenses of enforcement counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and reasonable attorneys fees incurred binding obligations of any Loan Party enforceable against such Loan Party in defending any claim for Taxesaccordance with their terms, interestexcept to the extent such claim, penaltiesdamage, loss, liability or expense is found in a final and nonappealable judgment by a court of competent jurisdiction to have resulted from (x) such Indemnified Party’s gross negligence or willful misconduct or the gross negligence or willful misconduct by such Indemnified Party’s officer, director, employee, or additional income agent, (y) a breach in bad faith of such Indemnified Party’s obligations hereunder or the enforcement under any other Loan Document or (z) a claim not involving an act or omission of this indemnification, if any, arising out of or based upon or with respect to any failure by Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, a Company, Loan Party or any of themits respective Subsidiaries and that is brought by an Indemnified Party against another Indemnified Party (other than against an Arranger, to comply with each and every obligation and covenant of this Tax Agreement.
B. Notwithstanding a Co-Sustainability Structuring Agent or the foregoing Article 4.A, no Guarantor, Purchaser, or Company, Administrative Agent in their capacities as such); provided that the Guarantors shall not be required to indemnify Sellerpay the costs and expenses of more than one counsel for the Indemnified Parties, its Affiliates absent a conflict of interest (or their respective directorsin the case of a conflict of interest, officersone additional counsel for all similarly conflicted Indemnified Parties) and any necessary or desirable local or foreign counsel (limited to tax, litigation and employees:
(1) ifcorporate counsel in each applicable jurisdiction or, in the case of (i) a voluntary saleconflict of interest, exchangeone additional tax, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, farmout, or other disposition of a Company or any of the Shares that would have the effect of causing a Company to cease being a member of its Consolidated Group or assets of a Company (other than sales of hydrocarbons or surplus materials or equipment litigation and corporate counsel in the ordinary course of businesssuch jurisdiction for all similarly conflicted Indemnified Parties), or (ii) any sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, or other disposition of a Guarantor or the stock of a Guarantor that would have the effect of causing a Company to become a member of a new Consolidated Group, such Guarantor, Purchaser, or Company obtained the review and written approval described in Article 3.C hereof;
(2) in the case of a transfer of any Shares or U.S. dollars contained in any escrow account to OPIC or any other secured lender as a result of a foreclosure upon default, but only if Seller and OPIC or other secured lender, as the case may be, are, at the time of.
Appears in 1 contract
Samples: Global Senior Credit Agreement (Digital Realty Trust, L.P.)
Indemnification by Guarantors. PurchasersEach Guarantor hereby agrees, on a joint and Companies
A. Except as expressly provided in Article 4.B several basis, to indemnify, exonerate and 4.C hereof Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, ACEC, ACPC, or hold Lender and each of themthe officers, jointly and severallydirectors, agree to indemnify and hold harmless Selleremployees, its Affiliates and their respective directors, officers agents of Lender (each a “Lender Party”) free and employees harmless from and against any and all Taxesactions, tax credits utilizedcauses of action, interestsuits, penaltieslosses, costs liabilities, damages and expenses (including the fees, charges and disbursements of enforcement and reasonable attorneys fees any counsel for any Lender Party) (collectively, the “Indemnified Liabilities”), incurred in defending by any claim for Taxes, interest, penaltiesLender Party or asserted against any Lender Party by any Person (including Borrower) as a result of, or additional income arising out of, or relating to (a) any tender offer, merger, purchase of equity interests, purchase of assets or other similar transaction financed or proposed to be financed in whole or in part, directly or indirectly, with the proceeds of any of the Loans, (b) the use, handling, release, emission, discharge, transportation, storage, treatment or disposal of any Hazardous Material at any property owned or leased by any Guarantor, (c) any violation of any Environmental Laws with respect to conditions at any property owned or leased by any Guarantor or the operations conducted thereon, (d) the investigation, cleanup or remediation of offsite locations at which any Guarantor or its respective predecessors are alleged to have directly or indirectly disposed of Hazardous Material or (e) the execution, delivery, performance or enforcement of this indemnificationAgreement or any other Loan Document by any Lender Party; provided that the Indemnified Liabilities will not, as to any Lender Party, be available to the extent that the losses, claims, damages, liabilities or related expenses (A) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Lender Party or (B) result from a claim brought by any Guarantor against any Lender Party for breach in bad faith of a Lender Party’s obligations hereunder or under any other Loan Document, if anyGuarantor has obtained a final and nonappealable judgment in its favor on the claim as determined by a court of competent jurisdiction. If and to the extent that the foregoing undertaking may be unenforceable for any reason, arising out each Guarantor hereby agrees to make the maximum contribution to the payment and satisfaction of or based upon or with respect to each of the Indemnified Liabilities which is permissible under applicable law. All obligations provided for in this Section 8.3 will survive repayment of the Loans, cancellation of the Note, any failure by Waltxx, Xxxxxx Xxxdings, Waltxx Xxxgo, Nuevo, Nuevo Holdings, Nuevo Congo, a Companyforeclosure under, or any modification, release or discharge of, any or all of them, to comply with each the Loan Documents and every obligation and covenant termination of this Tax Agreement.
B. Notwithstanding the foregoing Article 4.A, no Guarantor, Purchaser, or Company, shall be required to indemnify Seller, its Affiliates or their respective directors, officers, and employees:
(1) if, in the case of (i) a voluntary sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, farmout, or other disposition of a Company or any of the Shares that would have the effect of causing a Company to cease being a member of its Consolidated Group or assets of a Company (other than sales of hydrocarbons or surplus materials or equipment in the ordinary course of business), or (ii) any sale, exchange, transfer, contribution, reorganization, distribution, actual or constructive liquidation, dissolution, lease, or other disposition of a Guarantor or the stock of a Guarantor that would have the effect of causing a Company to become a member of a new Consolidated Group, such Guarantor, Purchaser, or Company obtained the review and written approval described in Article 3.C hereof;
(2) in the case of a transfer of any Shares or U.S. dollars contained in any escrow account to OPIC or any other secured lender as a result of a foreclosure upon default, but only if Seller and OPIC or other secured lender, as the case may be, are, at the time of
Appears in 1 contract
Samples: Guaranty and Security Agreement (Electronic Cigarettes International Group, Ltd.)
