Common use of Indemnity by the Parent Clause in Contracts

Indemnity by the Parent. The Parent will indemnify each Lender and Issuer and the Administrative Agent for the full amount of Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of the Parent and the Other Borrowers under any Loan Document and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.09) paid or payable by such Lender or Issuer or Administrative Agent, as the case may be, and any liability (including, without limitation, penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted (referred to herein as “Indemnified Taxes”). The Administrative Agent and each Issuer and Lender agree to give notice to the Parent of the assertion of any claim against the Administrative Agent or such Issuer or Lender relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided that the Administrative Agent’s or such Issuer’s or Lender’s failure to notify the Parent promptly of such assertion shall not relieve the Parent of its obligations under this Section 4.09 except to the extent that the Parent is actually prejudiced thereby. Payments by the Parent pursuant to this indemnification shall be made within 30 days from the date the Administrative Agent or such Issuer or Lender makes written demand therefor (submitted through the Administrative Agent), which demand shall be accompanied by a certificate describing in reasonable detail the basis therefor, which certificate shall be conclusive absent manifest error.

Indemnity by the Parent. The Parent will indemnify each Lender and Issuer and the Administrative Agent for the full amount of Taxes (other than Excluded Taxes) imposed on or with respect to any payment made by or on account of any obligation of the Parent and the Other Borrowers under any Loan Document and Other Taxes (including, without limitation, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.09) paid or payable by such Lender or Issuer or Administrative Agent, as the case may be, and any liability (including, without limitation, penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted (referred to herein as “Indemnified Taxes”)asserted. The Administrative Agent and each Issuer and Lender agree to give notice to the Parent of the assertion of any claim against the Administrative Agent or such Issuer or Lender relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided provided, that the Administrative Agent’s or such Issuer’s or Lender’s failure to notify the Parent promptly of such assertion shall not relieve the Parent of its obligations under this Section 4.09 except to the extent that the Parent is actually prejudiced thereby. Payments by the Parent pursuant to this indemnification shall be made within 30 days from the date the Administrative Agent or such Issuer or Lender makes written demand therefor (submitted through the Administrative Agent), which demand shall be accompanied by a certificate describing in reasonable detail the basis therefor, which certificate shall be conclusive absent manifest error.

Indemnity by the Parent. The Parent will agrees to indemnify each Lender the Companies and Issuer Xxxxxx against, and the Administrative Agent for the full amount hold them harmless from, all Damages, including all losses, judgments, amounts paid in settlement of Taxes (other than Excluded Taxes) imposed on actions or with respect to any payment made claims, liabilities, damages and reasonable costs and expenses, including but not limited to, attorney's fees, which accrue from or result by or on account reason of any obligation breach of any of the Parent and the Other Borrowers under any Loan Document and Other Taxes (includingrepresentations, without limitationwarranties, any Taxes and Other Taxes imposed by any jurisdiction on amounts payable under this Section 4.09) paid covenants or payable by such Lender agreements made or Issuer or Administrative Agent, as the case may be, and any liability (including, without limitation, penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly or legally asserted (referred to herein as “Indemnified Taxes”). The Administrative Agent and each Issuer and Lender agree to give notice to the Parent of the assertion of any claim against the Administrative Agent or such Issuer or Lender relating to such Taxes or Other Taxes as promptly as is practicable after being notified of such assertion; provided that the Administrative Agent’s or such Issuer’s or Lender’s failure to notify the Parent promptly of such assertion shall not relieve the Parent of its obligations under this Section 4.09 except to the extent that the Parent is actually prejudiced thereby. Payments be performed by the Parent pursuant to this indemnification Agreement, provided, however, that the payment of any amount of Damages or other amounts set forth under this Section 6.2 shall be reduced by any tax or insurance benefit accruing to the Companies or Xxxxxx as a result of the event giving rise to such Damages or other amounts. The Parent also agrees that the indemnity provided pursuant to this Section 6.2 shall extend to losses and reasonable costs and expenses, including, but not limited to, attorney's fees incurred in connection with the defense by Xxxxxx or the Companies of a claim asserted by a third party which, if successful, would constitute a breach by the Parent of any of the representations, warranties, covenants or agreements made within 30 days or to be performed by the Parent pursuant to this Agreement. Notwithstanding anything contained herein to the contrary, Xxxxxx shall not have the right to seek indemnification hereunder from the date Parent unless the Administrative Agent or such Issuer or Lender makes written demand therefor (submitted through aggregate amount of indemnification to which Xxxxxx is entitled exceeds $75,000, at which time the Administrative Agent), which demand Parent shall be accompanied by a certificate describing in reasonable detail liable for any amounts over said $75,000; provided that such limitation shall not apply to any claim for recovery of monetary amounts due Xxxxxx based on any Closing Document, including without limitation compensation due under his Employment Agreement or the basis therefor, which certificate shall be conclusive absent manifest errorParent's obligation under the Cognovit Promissory Note.