Common use of Indemnification by Xxxxxxxx Clause in Contracts

Indemnification by Xxxxxxxx. Loan Parties shall jointly and severally indemnify or cause to be indemnified the Administrative Agent, the Collateral Agent and each Lender, within thirty (30) days after written 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 Section but without duplication of any amounts indemnified under Section 2.11(a)) paid or payable by the Administrative Agent, the Collateral Agent or such 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 Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by the Collateral Agent or a Lender, or by the Administrative Agent on its own behalf or on behalf of the Collateral Agent or a Lender, shall be conclusive absent manifest error.

Appears in 3 contracts

Samples: Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.), Credit Agreement (Global Clean Energy Holdings, Inc.)

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Indemnification by Xxxxxxxx. Loan Parties The Borrower shall jointly and severally indemnify or cause to be indemnified the Administrative Agent, the Collateral each Agent and each Lender, within thirty (30) 10 days after written demand thereforreceipt of the certificate described in the succeeding sentence, for the full amount of any Indemnified Taxes or and/or Other Taxes (including Indemnified Taxes or and/or Other Taxes imposed or asserted on or attributable to amounts payable under this Section but without duplication of any amounts indemnified under Section 2.11(a)2.14) payable or paid or payable by the Administrative Agent, the Collateral Agent or such Lender, as the case may be, Lender or required to be withheld or deducted from a payment to Agent or such Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or and/or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A In connection with any request for reimbursement under this Section 2.14(c), a certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Collateral Agent or a LenderAdministrative Agent), or by the Administrative Agent on its own behalf or on behalf of the Collateral Agent or a Lender, shall be conclusive absent manifest error.

Appears in 1 contract

Samples: Credit Agreement (Loar Holdings, LLC)

Indemnification by Xxxxxxxx. Loan Parties Without duplication of any other obligation contained in this Section 3.5, Borrower shall jointly and severally indemnify or cause to be indemnified the Administrative Agent, the Collateral Agent each Lender and each Lender, LC Issuer within thirty (30) days 10 Business Days after written 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 Section but without duplication of any amounts indemnified under Section 2.11(a)Section) payable or paid by, or payable by the required to be withheld or deducted from a payment to, Administrative Agent, the Collateral Agent such Lender or such LenderLC Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or Other 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 Borrower by the Collateral Agent a Lender or LC Issuer (with a Lendercopy to Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of the Collateral Agent a Lender or a LenderLC Issuer, shall be conclusive absent manifest error.

Appears in 1 contract

Samples: Credit and Guarantee Agreement (OPAL Fuels Inc.)

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Indemnification by Xxxxxxxx. Loan Parties The Borrower shall jointly and severally indemnify or cause to be indemnified the Administrative Agent, the Collateral each applicable Agent and each applicable Lender, within thirty (30) 10 days after written demand thereforreceipt of the certificate described in the succeeding sentence, for the full amount of any Indemnified Taxes or and/or Other Taxes (including Indemnified Taxes or and/or Other Taxes imposed or asserted on or attributable to amounts payable under this Section but without duplication of any amounts indemnified under Section 2.11(a)2.14) payable or paid or payable by the Administrative Agent, the Collateral such Agent or such Lender, as the case may be, Lender or required to be withheld or deducted from a payment to such Agent or such Lender and any penalties, interest and reasonable expenses arising therefrom or with respect thereto thereto, whether or not such Indemnified Taxes or and/or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A In connection with any request for reimbursement under this Section 2.14(c), a certificate as to the amount of such payment or liability delivered to the Borrower by a Lender (with a copy to the Collateral Agent or a LenderAdministrativeapplicable Agent), or by the Administrative Administrativeapplicable Agent on its own behalf or on behalf of the Collateral Agent or a Lender, shall be conclusive absent manifest error.

Appears in 1 contract

Samples: Credit Agreement (Loar Holdings Inc.)

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