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. Notwithstanding any exceptions or exclusions with respect to the representations and warranties made by each of the Guarantors in Article IV, the Guarantors shall indemnify the Administrative Agent, each Lender and each Arranger (each such Person being called an "Indemnitee") against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or prospective claim, litigation, investigation or proceeding relating to (i) the execution or delivery of this Agreement or any agreement or instrument contemplated hereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby or (ii) any Loan or the use of the proceeds therefrom, whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto; provided that (A) such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined to have resulted from the gross negligence or willful misconduct of such Indemnitee and (B) the Guarantors shall have no obligation to any Indemnitee hereunder in connection with (x) any claim, litigation, investigation or proceeding between solely two or more Indemnitees (including any claim, litigation, investigation or proceeding between solely two or more parties to the Arranger Participation Agreement) except to the extent arising solely because of any Default by any Guarantor and (y) any waiver, release or settlement entered into by any Indemnitee without the prior written consent of the Guarantors solely to the extent such release admits criminal negligence or liability. Each Indemnitee agrees that it shall consult in good faith with the Guarantors with respect to any waiver, release or settlement to be entered into by such Indemnitee during negotiation thereof and for which such Indemnitee seeks indemnification pursuant to this Section. Except with respect to any claim, litigation, investigation or proceeding between two or more Indemnitees for which the Guarantors are required to indemnify pursuant to this Section, the Guarantors shall be obligated to pay only the reasonable fees and e...
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, within10 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 Guarantee 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. 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. 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
