Common use of Indemnification of the Agent Clause in Contracts

Indemnification of the Agent. Each Lender and the Issuing Lender shall indemnify the Agent within ten (10) days after demand therefor, for the full amount of any Excluded Taxes attributable to such Lender or Issuing Lender that are payable or paid by the Agent, and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded 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 the Agent shall be conclusive absent manifest error. Each Lender and the Issuing Lender hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing Lender, as the case may be, under any Loan Document against any amount due to the Agent under this paragraph (g). The agreements in paragraph (g) shall survive the resignation and/or replacement of the Agent.

Indemnification of the Agent. Each Lender and the Issuing Lender Bank shall indemnify the Agent within ten (10) days after demand therefor, for the full amount of any Excluded Taxes attributable to such Lender or Issuing Lender Bank that are payable or paid by the Agent, and reasonable expenses arising therefrom or with respect thereto, whether or not such Excluded 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 or Issuing Bank by the Agent shall be conclusive absent manifest error. Each Lender and the Issuing Lender Bank hereby authorizes the Agent to set off and apply any and all amounts at any time owing to such Lender or the Issuing LenderBank, as the case may be, under any Loan Credit Document against any amount due to the Agent under this paragraph (gh). The agreements in this paragraph (gh) shall survive the resignation and/or replacement of the Agent.