Common use of Indemnification by Xxxxxxx Clause in Contracts

Indemnification by Xxxxxxx. Each Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (a) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (b) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.8 of the Agreement relating to the maintenance of a Participant Register and (c) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to Lenders from any other source against any amount due to Agent under this Section 5.

Indemnification by Xxxxxxx. Each Lender shall severally indemnify Agent, within ten (10) 10 days after demand therefor, for (ai) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (bii) any Taxes taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.8 of the Agreement 13.1(e) relating to the maintenance of a Participant Register and (ciii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes 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 any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to Lenders such Lender from any other source against any amount due to Agent under this Section 5paragraph (e).

Indemnification by Xxxxxxx. Each Lender shall severally indemnify Agent, within ten (10) 10 days after demand therefor, for (ai) any Indemnified Taxes attributable to such Lender (but only to the extent that a Borrower has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of a Borrower to do so), (bii) any Taxes attributable to such XxxxxxLender’s failure to comply with the provisions of Section 11.8 of the Agreement 12.2.1 relating to the maintenance of a Participant Register and (ciii) any Excluded Taxes attributable to such Lender, in each case, 152 that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to Lenders the Lender from any other source against any amount due to Agent under this Section 55.9.6.

Indemnification by Xxxxxxx. Each Lender shall severally indemnify Agent, within ten (10) 10 days after demand therefor, for (ai) any Indemnified Taxes attributable to such Lender (but only to the extent that a Borrower has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of a Borrower to do so), (bii) any Taxes attributable to such XxxxxxLender’s failure to comply with the provisions of Section 11.8 of the Agreement 12.2.1 relating to the maintenance of a Participant Register and (ciii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to Lenders the Lender from any other source against any amount due to Agent under this Section 5.5.9.6. 160

Indemnification by Xxxxxxx. Each Lender shall severally indemnify Agent, within ten (10) 10 days after demand therefor, for (ai) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower any Loan Party has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of Borrower the Loan Parties to do so), (bii) any Taxes attributable to such XxxxxxLender’s failure to comply with the provisions of Section 11.8 of the Agreement 13.2.1 relating to the maintenance of a Participant Register participant register and (ciii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to Lenders the Lender from any other source against any amount due to Agent under this Section 55.8.4.

Indemnification by Xxxxxxx. Each Lender shall severally indemnify Agent, within ten (10) days after demand therefor, for (ai) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower any Loan Party has not already indemnified Agent for such Indemnified Taxes and without limiting the obligation of Borrower Loan Parties to do so), (bii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.8 of the Agreement 12.1(d) relating to the maintenance of a Participant Register Register, and (ciii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to Lenders such Lender from any other source against any amount due to Agent under this Section 5.2.9(e). (f)

Indemnification by Xxxxxxx. Each Lender shall severally indemnify Administrative Agent, within ten (10) days after demand therefor, for (ai) any Indemnified Taxes attributable to such Lender (but only to the extent that Borrower has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of Borrower to do so), (bii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.8 of the Agreement 12.8 relating to the maintenance of a Participant Register and (ciii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by Administrative Agent in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such 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 any Lender by Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by Agent to Lenders from any other source against any amount due to Agent under this Section 5.otherwise