Common use of Indemnification of the Administrative Agent Clause in Contracts

Indemnification of the Administrative Agent. To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender or the L/C Issuer an amount equivalent to any applicable withholding tax. If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender or the L/C Issuer (because the appropriate form was not delivered, was not properly executed, or because such Lender or the L/C Issuer failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender or the L/C Issuer shall indemnify and hold the Administrative Agent harmless, and shall make payment in respect thereof within ten (10) days after demand therefor, for all amounts paid, directly or indirectly, by the Administrative Agent, EXECUTION as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section 9.11, together with all costs and expenses (including attorneys fees and expenses). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.11. The obligations of the Lenders and the L/C Issuer under this Section 9.11 shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

Indemnification of the Administrative Agent. To the extent required by any applicable Lawlaw, the Administrative Agent may withhold from any payment to any Lender or the L/C Issuer an amount equivalent to any applicable withholding tax. If Without limiting the IRS provisions of Section 2.14(a) or (c), each Lender shall, and does hereby, agree to indemnify the Administrative Agent, and shall make payable in respect thereof within 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) (i) incurred by or asserted against the Administrative Agent by the Internal Revenue Service or any other Governmental Authority as a result of the United States or other jurisdiction asserts a claim that failure of the Administrative Agent did not to properly withhold tax from amounts paid to or for the account of such Lender for any Lender or the L/C Issuer reason (including, without limitation, because the appropriate form was not delivered, was delivered or not properly property executed, or because such Lender or the L/C Issuer failed to notify the Administrative Agent of a change in circumstances which circumstance that rendered the exemption from, or reduction of, of withholding tax ineffective, ) and (ii) attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register. A certificate as to the amount of such payment or for liability delivered to any other reason), such Lender or the L/C Issuer shall indemnify and hold by the Administrative Agent harmless, and shall make payment in respect thereof within ten (10) days after demand therefor, for all amounts paid, directly or indirectly, by the Administrative Agent, EXECUTION as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section 9.11, together with all costs and expenses (including attorneys fees and expenses)be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.11paragraph. The obligations of the Lenders and the L/C Issuer under agreements in this Section 9.11 paragraph shall survive the payment of all Obligations and the resignation or and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other obligations.

Indemnification of the Administrative Agent. To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender or the L/C Issuer an amount equivalent to any applicable withholding tax. If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender or the L/C Issuer (because the appropriate form was not delivered, was not properly executed, or because such Lender or the L/C Issuer failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender or the L/C Issuer shall indemnify and hold the Administrative Agent harmless, and shall make payment in respect thereof within ten (10) days after demand therefor, for all amounts paid, directly or indirectly, by the Administrative Agent, EXECUTION as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section 9.11, together with all costs and expenses (including attorneys fees and expenses). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.11. The obligations of the Lenders and the L/C Issuer under this Section 9.11 shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

Indemnification of the Administrative Agent. To the extent required by any applicable Law, the Administrative Agent may withhold from any payment to any Lender or the any L/C Issuer an amount equivalent to any applicable withholding tax. If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender or the any L/C Issuer (because the appropriate form was not delivered, was not properly executed, or because such Lender or the such L/C Issuer failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender or the such L/C Issuer shall indemnify and hold the Administrative Agent harmless, and shall make payment in respect thereof within ten (10) days after demand therefor, for all amounts paid, directly or indirectly, by the Administrative Agent, EXECUTION as tax or otherwise, including penalties and interest, and including any taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this Section 9.11, together with all costs and expenses (including attorneys fees and expenses). Each Lender and the each L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 9.11. The obligations of the Lenders and the L/C Issuer Issuers under this Section 9.11 shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent.

Indemnification of the Administrative Agent. To Each Lender and the extent required by any applicable Law, Issuing Lender shall severally indemnify the Administrative Agent may withhold from any payment to any Lender or the L/C Issuer an amount equivalent to any applicable withholding tax. If the IRS or any other Governmental Authority of the United States or other jurisdiction asserts a claim that the Administrative Agent did not properly withhold tax from amounts paid to or for the account of any Lender or the L/C Issuer (because the appropriate form was not delivered, was not properly executed, or because such Lender or the L/C Issuer failed to notify the Administrative Agent of a change in circumstances which rendered the exemption from, or reduction of, withholding tax ineffective, or for any other reason), such Lender or the L/C Issuer shall indemnify and hold the Administrative Agent harmless, and shall make payment in respect thereof within ten (10) days after demand therefor, for all amounts paid(i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting or expanding the obligation of the Credit Parties to do so) under this Section 5.11 solely in its capacity as a Lender or Issuing Lender, directly as the case may be, (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.10(e) relating to the maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or indirectly, paid by the Administrative Agent, EXECUTION as tax or otherwise, including penalties and interestAgent in connection with any Loan Document, and including any taxes 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 jurisdiction on the amounts payable to Lender by the Administrative Agent under this Section 9.11, together with all costs and expenses (including attorneys fees and expenses)shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the 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 the L/C Issuer, as Administrative Agent to the case may be, under this Agreement or Lender from any other Loan Document source against any amount due to the Administrative Agent under this Section 9.11paragraph (h). The obligations of the Lenders and the L/C Issuer under this Section 9.11 agreements in paragraph (h) shall survive the payment of all Obligations and the resignation or and/or replacement of the Administrative Agent.