Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 15 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) 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 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 by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 15 30 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.202.19) 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 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 by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit and Guaranty Agreement (GWG Holdings, Inc.), And Guaranty Agreement (GWG Holdings, Inc.), And Guaranty Agreement (GWG Holdings, Inc.)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 15 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.202.19) 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 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 by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc), Credit and Guaranty Agreement (Entegris Inc)
Indemnification by the Credit Parties. The Credit Parties shall shall, jointly and severally severally, indemnify each Recipient, within 15 thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) 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 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 by a Lender Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a LenderRecipient, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Third Amendment (Jack in the Box Inc /New/), Credit Agreement (Jack in the Box Inc /New/), Credit Agreement (Jack in the Box Inc /New/)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each RecipientRecipient (subject to the limitations of Section 11.22), within 15 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) 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 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 Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 3 contracts
Samples: Credit Agreement (Ubiquiti Networks, Inc.), Credit Agreement (Ubiquiti Networks, Inc.), Credit Agreement (Ubiquiti Networks, Inc.)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally each indemnify each Recipient, within 15 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) payable or paid by such Recipient with respect to a payment made to such Recipient pursuant to this Agreement or any other Loan Document 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 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 by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (TopBuild Corp), Credit Agreement (TopBuild Corp)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 15 twenty (20) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) 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 were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability liability, in reasonable detail, delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a LenderRecipient, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Indemnification by the Credit Parties. The Each Credit Party with respect to Loans shall, jointly and severally, with such other Credit Parties shall jointly and severally indemnify each applicable Recipient, in each case within 15 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) 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 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 by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Priming Facility Credit Agreement (GTT Communications, Inc.), Priming Facility Credit Agreement (GTT Communications, Inc.)
Indemnification by the Credit Parties. The Credit Parties shall hereby jointly and severally indemnify each Recipient, and shall make payment in respect thereof within 15 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) 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 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 by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 2 contracts
Samples: Credit Agreement (Pfsweb Inc), Credit Agreement (Pfsweb Inc)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each RecipientRecipient (subject to the limitations of Section 11.22), within 15 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) 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 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 Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.. (e)
Appears in 1 contract
Samples: Credit Agreement (Ubiquiti Inc.)
Indemnification by the Credit Parties. The Credit Parties shall jointly and severally indemnify each Recipient, within 15 days ten (10) Business Days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) 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 were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability liability, including in reasonable detail the basis therefor, delivered to the Borrower by a Lender Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a LenderRecipient, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Us Ecology, Inc.)
Indemnification by the Credit Parties. The Without duplication of any other obligation under this Section 5.11, the Credit Parties shall jointly and severally indemnify each Recipient, within 15 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20Section) 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 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 by a Lender Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a LenderRecipient, shall be conclusive absent manifest error.
Appears in 1 contract
Samples: Credit Agreement (Lubys Inc)
Indemnification by the Credit Parties. The Credit Parties shall indemnify jointly and severally indemnify each Recipient, within 15 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to [Senior Secured Revolving Credit Agreement] amounts payable under this Section 2.20Section) 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 were correctly or legally imposed or asserted by the relevant Governmental Government Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Credit Parties by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf (including in its capacity as the Collateral Agent) or on behalf of a Lender, shall be conclusive absent manifest error.
Appears in 1 contract