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. The Guarantors, jointly and severally, shall indemnify, defend and hold harmless the Director, the Treasurer, the State, the Authority and the Trustee (including any member, officer, director or employee thereof) (collectively, the “Indemnified Parties”) against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) imposed upon, incurred by or asserted against an Indemnified Party arising or resulting from, or in any way connected with (i) financing, acquisition, construction, installation, operation, use or maintenance of the Project, (ii) any act, failure to act or misrepresentation by any Guarantor in connection with, or in the performance of any obligation on any Guarantor’s or the Authority’s part to be performed, related to the issuance, sale and delivery of the Bonds, under the Loan Agreement, under the Trust Agreement, under the Lease or under any of the other Operative Documents; or (iii) an act or failure to act or misrepresentation by any Guarantor or the Authority in connection with, or in the performance of any obligation on any Guarantor’s, or the Authority’s part to be performed, related to, the State Assistance, the State Loan, the LDI Loan or the Lease. In the event any action or proceeding is brought against any Indemnified Party by reason of any such claim, such Indemnified Party will promptly give written notice thereof to the Guarantors. Any Guarantor shall be entitled to participate at its own expense in the defense or, if it so elects, to assume at its own expense the defense of such claim, suit, action or proceeding, in which event such defense shall be conducted by counsel chosen by such Guarantor or Guarantors, and acceptable to the Director; but if such Guarantor or Guarantors shall elect not to assume such defense, such Guarantor or Guarantors shall reimburse such Indemnified Party for the reasonable fees and expenses of any counsel retained by such Indemnified Party. If at any time the Indemnified Party becomes dissatisfied, in their reasonable discretion, with the selection of counsel by a Guarantor, a new mutually agreeable counsel shall be retained at the expense of such Guarantor. Each Indemnified Party agrees that the Guarantors shall have the sole right to compromise, settle or conclude any claim, suit, action or proceeding against any of the Indemnified Parties. Notwithstanding the foregoing, each Ind...
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. 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 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. 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. 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
