Common use of Indemnification by the Banks Clause in Contracts

Indemnification by the Banks. Each Bank shall severally indemnify the Administrative Agent, within ten (10) Business Days after demand therefor, for (i) any taxes attributable to such Bank (but only to the extent that Borrower has not already indemnified the Administrative Agent for such taxes and without limiting the obligation of Borrower to do so), and (ii) any taxes attributable to such Bank’s failure to comply with the provisions of Section 11.10(d)) relating to the maintenance of a Participant Register, in each case, that are payable or paid by the Administrative Agent in connection with any Credit 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. A certificate as to the amount of such payment or liability delivered to any Bank by the Administrative Agent shall be conclusive 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 Credit 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 subsection (e).

Indemnification by the Banks. Each Bank shall severally indemnify the Administrative Agent, within ten (10) Business Days 10 days after demand therefor, for (i) any taxes Indemnified Taxes attributable to such Bank (but only to the extent that Borrower has the Borrowers have not already indemnified the Administrative Agent for such taxes Indemnified Taxes and without limiting the obligation of Borrower to do so), and (ii) any taxes Taxes attributable to such Bank’s failure to comply with the provisions of Section 11.10(d)9.06(e) relating to the maintenance of a Participant RegisterRegister and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes 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 any Bank by the Administrative Agent shall be conclusive 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 Credit 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 subsection (eSection 2.13(d).

Indemnification by the Banks. Each Bank shall severally indemnify the Administrative Agent, within ten (10) Business Days days after demand therefor, for (i) any taxes Indemnified Taxes attributable to such Bank (but only to the extent that Borrower has not already indemnified the Administrative Agent for such taxes Indemnified Taxes and without limiting the obligation of Borrower to do so), and (ii) any taxes Taxes attributable to such Bank’s failure to comply with the provisions of Section 11.10(d)11.14(c) relating to the maintenance of a Participant Registerparticipant register and (iii) any Excluded Taxes attributable to such Bank, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes 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 any Bank by the Administrative Agent shall be conclusive 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 Credit Loan Document or otherwise payable by the Administrative Agent to the such Bank from any other source against any amount due to the Administrative Agent under this subsection subparagraph (ed).

Indemnification by the Banks. Each Bank shall severally indemnify the Administrative Agent, within ten (10) Business Days after demand therefor, for (iiv) any taxes Taxes attributable to such Bank (but only to the extent that Borrower has not already indemnified the Administrative Agent for such taxes Taxes and without limiting the obligation of Borrower to do so), and (iiv) any taxes Taxes attributable to such Bank’s failure to comply with the provisions of Section 11.10(d)) relating to the maintenance of a Participant Register, in each case, that are payable or paid by the Administrative Agent in connection with any Credit Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such taxes 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 any Bank by the Administrative Agent shall be conclusive 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 Credit 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 subsection (e).