Lender Indemnity. Each Lender shall severally indemnify Administrative Agent within ten (10) Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.1 relating to the maintenance of a participant register and (iii) 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 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 Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under this paragraph (e).
Appears in 5 contracts
Samples: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.)
Lender Indemnity. Each Lender shall severally indemnify Administrative Agent within ten (10) Business Days after demand thereforindemnify, for (i) the Agent for any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has the Borrowers have not already indemnified Administrative the Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties Borrowers to do so)) attributable to such Lender, (ii) the Agent and the Borrowers, as applicable, against any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.1 10.06(e) relating to the maintenance of a participant register Participant Register and (iii) the Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender, in each case, case that are paid or payable by the Agent or paid by Administrative Agent the Borrowers in connection with this Agreement or any Loan Document, Documents and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes amounts were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as The indemnity under this Section 3.01(h) shall be paid within 10 days after the Agent delivers to the applicable Lender a certificate stating the amount of such payment so paid or liability delivered to any Lender payable by Administrative Agent the Agent. Such certificate shall be conclusive of the amount so paid or payable absent manifest error. Each Lender hereby authorizes Administrative the Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document or otherwise payable by Administrative Agent to the Lender from any other source against any amount due to Administrative the Agent under this paragraph (eh).
Appears in 3 contracts
Samples: Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De), Credit Agreement (Littelfuse Inc /De)
Lender Indemnity. Each Lender shall severally indemnify the Administrative Agent Agent, within ten (10) Business Days days after demand therefor, for (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 the obligation of the Credit Parties to do so), ) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.1 11.6 relating to the maintenance of a participant register and (iii) any Excluded Taxes attributable to such LenderParticipant Register, in each either case, that are payable or paid by the Administrative Agent in connection with any Loan Financing Document, and any reasonable expenses arising therefrom or with respect thereto, regardless of 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 the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set set-off and apply any and all amounts at any time owing to such Lender under any Loan Financing Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (ed).
Appears in 3 contracts
Samples: Credit Agreement (Warren Resources Inc), Assignment and Assumption (Warren Resources Inc), Assignment and Assumption (Warren Resources Inc)
Lender Indemnity. Each Lender shall severally indemnify Administrative Agent and make payment to Administrative Agent within ten (10) Business Days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party has not already indemnified Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.1 13.1(d) relating to the maintenance of a participant register and (iii) 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 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 Administrative Agent to the Lender from any other source against any amount due to Administrative Agent under this paragraph (eSection 14.3(e).
Appears in 2 contracts
Samples: Credit Agreement (BRC Inc.), Credit Agreement (BRC Inc.)
Lender Indemnity. Each Lender shall severally indemnify the Administrative Agent Agent, within ten (10) Business Days days after demand therefor, for (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 the obligation of the Credit Parties to do so), ) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.1 11.6 relating to the maintenance of a participant register and (iii) any Excluded Taxes attributable to such LenderParticipant Register, in each either case, that are payable or paid by the Administrative Agent in connection with any Loan Financing 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 the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Financing Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (ed).
Appears in 2 contracts
Samples: Second Lien Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc)
Lender Indemnity. Each Lender shall severally indemnify the Administrative Agent Agent, within ten (10) Business Days 10 days after demand therefor, for (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 the obligation of the Credit Parties to do so), ) and (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.1 11.6 relating to the maintenance of a participant register and (iii) any Excluded Taxes attributable to such LenderParticipant Register, in each either case, that are payable or paid by the Administrative Agent in connection with any Loan Financing 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 the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Financing Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (ed).
Appears in 2 contracts
Samples: Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc)
Lender Indemnity. Each Lender shall severally indemnify the Administrative Agent within ten (10) Business Days 30 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that any Credit Party the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties Borrower to do so), (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 14.1 14.8(8) relating to the maintenance of a participant register Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent in connection with any Loan Credit Facility 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 Authoritygovernmental authority. A certificate as to the amount of such payment or liability delivered Taxes submitted to any Lender by the Administrative Agent shall be conclusive evidence, absent manifest error, of the amount due to the Administrative Agent from such Lender. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Credit Facility Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (e)6) of this Section 11.6.
Appears in 1 contract