Common use of Indemnification by the Banks Clause in Contracts

Indemnification by the Banks. Each Bank shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Applicant has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties to do so) and the Applicant for any Excluded Taxes, in each case attributable to such Bank that are paid or payable by the Administrative Agent or the Applicant (as applicable) in connection with this Agreement or any Related Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 9.15(e) shall be paid within 10 days after the Administrative Agent or the Applicant (as applicable) delivers to the applicable Bank a certificate stating the amount of Taxes or Excluded Taxes so paid or payable by the Administrative Agent or the Applicant (as applicable). Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

Indemnification by the Banks. Each Bank shall severally indemnify the Administrative Agent for any Taxes (but, in the case of any Indemnified Taxes, only to the extent that the Applicant has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Applicant to do so) and the Applicant for any Excluded Taxes, in each case attributable to such Bank that are paid or payable by the Administrative Agent or the Applicant (as applicable) in connection with this Agreement or any Related Document and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes or Excluded Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 9.15(e8.15(e) shall be paid within 10 ten (10) days after the Administrative Agent or the Applicant (as applicable) delivers to the applicable Bank a certificate stating the amount of Taxes or Excluded Taxes so paid or payable by the Administrative Agent or the Applicant (as applicable). Such certificate shall be conclusive of the amount so paid or payable absent manifest error.

Indemnification by the Banks. Each Bank shall severally indemnify (A) the Administrative Agent Agent, within 10 days after demand therefor, for any Taxes (but, in the case of i) any Indemnified Taxes, Taxes attributable to such Bank (but only to the extent that the Applicant Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Loan Parties Borrower to do so), (ii) any Taxes attributable to such Bank’s failure to comply with the provisions of Section 12.05 relating to the maintenance of a Participant Register and the Applicant for (iii) any Excluded TaxesTaxes attributable to such Bank, in each case attributable to such Bank case, that are payable or paid or payable by the Administrative Agent or the Applicant (as applicable) in connection with this Agreement or any Related Document Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or Excluded legally imposed or asserted by the relevant Governmental Authority and (B) the Administrative Agent and the Borrower, within 10 days after demand therefor, for any Taxes attributable to such Bank’s failure to comply with Section 3.10(e) that are payable or paid by the Administrative Agent or the Borrower in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The indemnity under this Section 9.15(e) shall be paid within 10 days after the Administrative Agent or the Applicant (A certificate as applicable) delivers to the applicable Bank a certificate stating the amount of Taxes such payment or Excluded Taxes so paid or payable liability delivered to any Bank by the Administrative Agent or the Applicant (as applicable). Such certificate Borrower shall be conclusive of the amount so paid or payable absent manifest error. Each Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Bank under any Loan Document or otherwise payable by the Administrative Agent to the Bank from any other source against any amount due to the Administrative Agent under this clause (c)(ii).