Indemnification by the Guarantors. Each Guarantor shall indemnify the Agent and the Purchasers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Agent or Purchasers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 14) 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 of the Agent or any Purchaser as to the amount of such payment or liability under this Section 14 shall be delivered to such Guarantor and shall be conclusive absent manifest error.
Indemnification by the Guarantors. Each Guarantor shall indemnify the Administrative Agent, each Lender and the Issuing Lender, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Paragraph) paid by the Administrative Agent, such Lender or the Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to such Guarantor by a Lender or the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the Issuing Lender, shall be conclusive absent manifest error.
Indemnification by the Guarantors. Each Guarantor shall indemnify each Indemnitee against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses (including the reasonable out-of-pocket fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by either Borrower or any other Loan Party arising out of, in connection with, or as a result of (i) the execution or delivery of this Guaranty, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto or thereto of their respective obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby, or, in the case of the Administrative Agent (and any sub-agent thereof) and its Related Parties only, the administration of this Guaranty and the other Loan Documents, (ii) any Loan, Letter of Credit or Guaranteed Hedge Agreement or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by any Loan Party, or any Environmental Liability related in any way to any Loan Party, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by either Borrower or any other Loan Party or any of such Borrower’s or such Loan Party’s directors, shareholders or creditors, and regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or (y) result from a claim brought by either Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if such Borrower or such Loan Party has obtained a final and nonappealable judgment in its favor on such...
Indemnification by the Guarantors. Each Guarantor shall indemnify the Collateral Agent and the Purchasers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Collateral Agent or Purchasers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 16) and any penalties, interest and reasonable expenses including reasonable attorneys fees 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 of the Collateral Agent or any Purchaser as to the amount of such payment or liability under this Section 16 shall be delivered to such Guarantor and shall be conclusive absent manifest error.
Indemnification by the Guarantors. Each Guarantor shall indemnify the Administrative Agent and each Secured Party, within 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 Paragraph) paid by the Administrative Agent or such Secured Party, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Official Body. A certificate as to the amount of such payment or liability delivered to such Guarantor by a Secured Party (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Secured Party, shall be conclusive absent manifest error.
Indemnification by the Guarantors. Following the Closing and subject to the terms and conditions of this Article VII (including Section 7.5(c)), the Guarantors, severally, and not jointly and severally, shall indemnify the Buyer Indemnified Parties in respect of, and hold them harmless against, any and all Damages incurred or suffered by any Buyer Indemnified Party (i) for which the Buyer Indemnified Party is or would be entitled to indemnification pursuant to Section 7.1(a) with respect to any breach or inaccuracy of a Fundamental Representation or the representations and warranties in Sections 3.13(c), (e) (solely with respect to the first sentence thereof), (q) and (r), (ii) for which the Buyer Indemnified Party is or would be entitled to indemnification pursuant to Sections 7.1(b), (c), (d), (e), (f), (g) or (h) or (iii) resulting from, relating to or constituting any claim for fraud or intentional misrepresentation arising in connection with the transactions contemplated by this Agreement. Notwithstanding any other provision in this Agreement, except for claims based on fraud or intentional misrepresentation, the Buyer Indemnified Parties shall not be entitled to or attempt to collect any Damages directly from either Guarantor unless (1) the Note Offset Amount set forth in Section 7.6 has been exhausted or is otherwise unavailable for any reason and (2) the then-available Escrow Amount, if any, is insufficient to satisfy such Damages.
Indemnification by the Guarantors. Each Guarantor shall indemnify the Holders, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Holders on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 12) 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 of any Holder as to the amount of such payment or liability under this Section 12 shall be delivered to such Guarantor and shall be conclusive absent manifest error.
Indemnification by the Guarantors. Without duplication of any amounts paid pursuant to subsection (b) above, the Guarantors shall jointly and severally indemnify each applicable Creditor, within 10 days after demand therefor, for the full amount of any Indemnified Taxes payable or paid by such applicable Creditor or required to be withheld or deducted from a payment to such applicable Creditor 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 applicable Guarantor by a Creditor (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Creditor, shall be conclusive absent manifest error.
Indemnification by the Guarantors. Without prejudice and subject to the limitations of Clause 7 above, and to the extent that the relevant loss cannot be off set with any available provision, reserve or allowance Accounts or in the Reference Accounts, the Guarantors agree to indemnify the Buyer against and to hold the Buyer harmless from any Loss which the Buyer or any Company may suffer or incur, together with all costs and expenses (including legal fees and together with any applicable VAT), by reason of breach of any Warranty given by the Guarantors hereunder. In addition to the above, and always without prejudice and subject to the limitations of Clause 7 above, the Guarantors agree to indemnify the Buyer in respect of any Loss directly deriving to Klopman International from the ASI Litigation and arising from any judgment, order, decree, arbitral award or decision of a competent court, tribunal, arbitrator or any other authority or from settlement of the relevant proceeding, the aforementioned limited to the aggregate excess of the liabilities with respect to (i) the amount provided for the ASI Litigation in the Reference Accounts, and (ii) any other available specific provision, reserve or allowance provided for in the Reference Accounts, provided that the risk against which it was posted did not materialize and is definitively excluded that it may materialize.
Indemnification by the Guarantors
