Indemnification by the County. The County shall indemnify the Purchaser and each other Noteholder, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Miscellaneous Taxes (including Indemnified Taxes or Miscellaneous Taxes imposed or asserted on or attributable to amounts payable under this Section) paid by the Purchaser or such Noteholder and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Miscellaneous Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate stating the amount of such payment or liability delivered to the County by the Purchaser or such Noteholder shall be conclusive absent manifest error. In addition, the County shall indemnify the Purchaser and the other Noteholders, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by the Purchaser or any Noteholder as a result of any failure of the County to pay any Taxes when due to the appropriate Governmental Authority or to deliver to the Purchaser and the other Noteholders, pursuant to clause (d), documentation evidencing the payment of Taxes.
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Samples: Note Purchase and Reimbursement Agreement, Purchase and Reimbursement Agreement, Note Purchase and Reimbursement Agreement
