Special Indemnification. Notwithstanding any provision in this ----------------------- Agreement to the contrary, (a) each Lender, or Transferee of any Lender pursuant to subsection 9.6(g) of this Agreement, shall indemnify each Borrower and the Administrative Agent, and hold each of them harmless against any and all payments, expenses or taxes which such Borrower or the Administrative Agent may become subject to or obligated to pay if and to the extent that, (i) on the Closing Date or the effective date of transfer, as the case may be, such Lender, or such Transferee of a Lender pursuant to subsection 9.6(g) of this Agreement, (A) makes the representation and covenants set forth in subsection 3.11(d)(2) of this Agreement, or, in the case of a Transferee, pursuant to subsection 9.6(g)(2) of this Agreement and the Assignment and Acceptance, and (B) is not in fact also qualified to make the representation and covenants set forth in subsection 3.11(d)(1) of this Agreement or, in the case of a Transferee, pursuant to subsection 9.6(g)(2) of this Agreement and the Assignment and Acceptance, and (ii) as a result of any Change in Law or compliance by such Lender, or Transferee, with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority the Company or the Administrative Agent is required to make any additional payments on account of U.S. withholding taxes and amounts related thereto with respect to any payments under this Agreement, any Note, or a Eurodollar Loan, made prior to such Change in Law or request or directive, none of which payments would have been required if such Lender, or Transferee, was qualified on the Closing Date or the date of the transfer, as the case may be, to make the representation and covenants set forth in subsection 3.11(d)(1) of this Agreement or pursuant to subsection 9.6(g)(1) of this Agreement and the Assignment and Acceptance, as the case may be, and (b) each Lender, or Transferee, agrees that to the extent any amount payable by such Lender or Transferee pursuant to this subsection 9.13 remains unpaid on any Interest Payment Date or the date on which any prepayment is made, each Borrower shall have the right to set-off against any payment due to such Lender or Transferee on such date any amounts owing to such Borrower pursuant to this subsection 9.13.
Special Indemnification. In addition to its obligations ----------------------- under Section 8.02 hereunder, the Contributor agrees to pay, indemnify and hold ------------ harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, ------------ expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the Pooling Agreement or any Supplement) or (ii) the Contributor breaching any covenant contained herein with respect to any Receivable (each of the foregoing events or circumstances being an "Contributor Indemnification Event"), and such Receivable --------------------------------- (or a portion thereof) ceasing to be an Eligible Receivable on the date on which such Contributor Indemnification Event occurs. The amount of such indemnification shall be equal to the original Principal Amount of such Receivable less Collections received by the Company in respect of such Receivable (the "Contributor Indemnification Payment"). Such payment shall be ----------------------------------- made on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator -------- ------- Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Receivable pursuant to Section 2.05 of the Pooling Agreement and the Company has ------------ insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Upon receiving a Contributor Indemnification ------------------ Payment, the Company shall automatically agree to pay to the Contributor all Collections received subsequent to such payment with respect to the...
Special Indemnification. (a) eCom agrees to provide Services to Reseller pursuant to this Agreement based on an ACH debit sent by eCom on Reseller’s behalf to Reseller’s Customers to collect the funding for the xxxx payments initiated by Consumers of Reseller’s Customers. Any return of the debit sent to collect the cumulative amount for all daily payments is strictly prohibited. In the event of any such return, eCom shall immediately notify Reseller via telephone and email. Reseller shall make alternate arrangements with eCom for its immediate payment to eCom of the amount of the returned debit as set forth herein. Reseller acknowledges that it is responsible for ensuring through its own contractual relations with Reseller’s Customers, such Customers’ strict compliance with the collection of such cumulative amount through such debit sent by eCom, and such Customers’ adherence to the requirement that such debit may not be returned. Reseller guarantees payment to eCom, as described herein, of such correctly debited funds. As soon as notice is provided to Reseller that any debited funds have been returned, Reseller shall wire to eCom on that same day immediately available funds in the amount of any returned debit. Reseller acknowledges that time is of the essence in its obligation to cover immediately any such returned debited funds. Further, subject to the limitations as set forth in this Agreement, Reseller shall indemnify eCom from any and all actual direct loss suffered by eCom from any returned debit, except where returned due to identified errors in debiting by eCom (b) While the parties acknowledge that Reseller is responsible for promptly covering on the same day any unauthorized return of the debit by any Reseller Customer, and without modifying Reseller’s obligations set forth in subparagraph (a) above, the parties agree to work together to attempt initially to recover such funds promptly on the same day from the Reseller Customer involved so that Reseller will not actually have to cover the returned debit. In that regard, the parties agree to initiate reasonable corrective action promptly to recover the returned funds from the Reseller Customer by employing one or more of the following methods: jointly calling or communicating with the Reseller Customer involved to attempt to correct the situation; requiring the Reseller Customer to wire the funds immediately to eCom; limiting or restricting the availability of services to the Reseller Customer until such customer remits t...
Special Indemnification. The parties acknowledge that ALIC is unable to make affirmative represexxxxions and warranties as to certain tax matters and other matters addressed in this Section 10.1, although it has no knowledge that such representations are not true and correct. However, the parties have agreed that, except for the items disclosed in Section 10.1(b) of the Disclosure Schedule (which, if disclosed, shall relieve ALIC from any liability therefor), ALIC shxxx make certain indemnifications wxxx respect to such matters, as provided in this Section 10.1.
(a) If any statement in Section 10.1(b) is not true and correct, and if any of AVLIC, AIC, Holding Company or AML incur any Liabilities or Damages which would not have been incurred if such statement had been true and correct, then:
1) If a director, officer, manager or supervisor of ALIC, AVLIC or AIC had axxxxl knowledge, at or prior to the Closing Date, that such statement was not true and correct, then ALIC shall pay, and shall indemnify AVLIC, XXX, Holding Company and AML in respect of, and hold each of them harmless against, any and all such Liabilities and Damages.
2) If no director, officer, manager or supervisor of ALIC, AVLIC or AIC had txx xctual knowledge described in the foregoing paragraph, then ALIC shall pay, and shall xxdemnify AVLIC, AIC, Holding Company and AML in respect of, and hold each of them harmless against, any and all such Liabilities and Damages, but only to the extent that the cumulative total of all such Liabilities and Damages exceeds, in the aggregate, $5,000,000. It is understood and agreed that, to the extent that any Tax payment, deduction or other calculation involves a Tax benefit to AVLIC or AIC which is subsequently delayed but the benefit of which will ultimately be realized in full, the Liability or Damage associated therewith which is indemnified hereunder shall include only the time value of the amount of the benefit delayed.
(b) The following statements are set forth solely for the purposes of this Section 10.1, as explained above, and are not intended to serve as representations or warranties of any party. Each of these statements shall be deemed made as of the date of this Agreement and restated as of the Closing Date:
(1) Except as set forth in Section 10.1(b)(1) of the Disclosure Schedule, for all Tax periods ending on or prior to the Closing Date, each of AVLIC and AIC, or ALIC on behalf of or with respect to AVLIC xxx/or AIC, has within the time and manner prescribed by La...
Special Indemnification. In addition to its obligations under Section 8.02 hereunder, the Contributor agrees to pay, indemnify and hold harmless (without duplication of any Contributor Dilution Adjustment Payments made pursuant to Section 2.05 hereof) the Company from any loss, liability, expense, damage or injury which may at any time be imposed on, incurred by or asserted against the Company in any way relating to or arising out of (i) any Contributed Receivable becoming subject to any defense, dispute, offset or counterclaim of any kind (other than as expressly permitted by this Agreement or the U.S. Receivables Loan Agreement) or (ii) the Contributor breaching any covenant contained herein with respect to any Contributed Receivable and such Contributed Receivable (or a portion thereof) ceasing to be an Eligible Receivable (each of the foregoing events or circumstances being a “Contributor Indemnification Event”). The amount of such indemnification shall be equal to the original Principal Amount of such Contributed Receivable less Collections received by the Company in respect of such Contributed Receivable (the “Contributor Indemnification Payment”). Such payment shall be made to the Company Concentration Account on or prior to the 10th Business Day after the day the Company requests such payment or the Contributor obtains knowledge thereof unless such Contributor Indemnification Event shall have been cured on or before such 10th Business Day; provided, however, that in the event that (x) an Originator Termination Event with respect to the Contributor has occurred and is continuing or (y) the Company shall be required to make a payment with respect to such Contributed Receivable pursuant to Section 29 of the U.S. Receivables Loan Agreement and the Company has insufficient funds to make such a payment, the Contributor shall make such payment immediately. The Company shall have no further remedy against the Contributor in respect of such a Contributor Indemnification Event unless the Contributor fails to make a Contributor Indemnification Payment on or prior to such 10th Business Day or on such earlier day in accordance with the proviso set forth in this subsection 2.06(b). Following the payment of a Contributor Indemnification Payment, the Company shall pay to the Contributor all Collections received subsequent to such payment with respect to the Contributed Receivable in respect of which a Contributor Indemnification Payment is made.
Special Indemnification. Notwithstanding any provision in this Agreement to the contrary, (A) each Lender, or Transferee of any Lender pursuant to subsection 12.6(g) of this Agreement, shall indemnify the Borrower, the Canadian Borrower and the Administrative Agent, and hold each of them harmless against any and all payments, expenses or taxes which the Borrower, the Canadian Borrower or the Administrative Agent may become subject to or obligated to pay if and to the extent that, (i) on the Closing Date, the First Restatement Effective Date, the Second Restatement Effective Date or the effective date of transfer, as the case may be, such Lender, or such Transferee of a Lender pursuant to subsection 12.6(g) of this Agreement, (a) makes the representation and covenants set forth in subsection 5.11(d) of this Agreement and the Assignment and Acceptance, and (b) is not in fact also qualified to make the representation and covenants set forth in subsection 5.11(d) of this Agreement and the Assignment and Acceptance, and (ii) as a result of any Change in Law or compliance by such Lender, or Transferee, with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority the Borrower, the Canadian Borrower or the Administrative Agent is required to make any additional payments on account of U.S. withholding taxes and amounts related thereto with respect to any payments under this Agreement, any Note, or a Eurodollar Loan, made prior to such Change in Law or request or directive, none of which payments would have been required if such Lender, or Transferee, was qualified on the Closing Date, the First Restatement Effective Date, the Second Restatement Effective Date or the date of the transfer, as the case may be, to make the representation and covenants set forth in subsection 5.11(d) of this Agreement and the Assignment and Acceptance, as the case may be, and (B) each Lender, or Transferee of any Lender pursuant to subsection 12.6(g) of this Agreement, agrees that to the extent any amount payable by such Lender or Transferee pursuant to this subsection 12.13 remains unpaid on any Interest Payment Date or the date on which any prepayment is made, the Borrower or the Canadian Borrower, as the case may be, shall have the right to set-off against any payment due to such Lender or Transferee on such date any amounts owing to the Borrower or the Canadian Borrower, as the case may be, pursuant to this subsection 12.13.
Special Indemnification. The Company and the Executive are parties to an Indemnification Agreement preceding the Effective Date and covering the Executive’s service on behalf of the Company and its subsidiaries. During the Employment Period and continuously for 10 years from the Date of Termination with respect to acts or omissions which occurred prior to her cessation of employment with the Company, the Company shall continue to keep such Indemnification Agreement in full force and effect for the Executive.
Special Indemnification. The general indemnification set forth in Section 21.1 shall be separate from and subordinated in priority to the Indemnification Agreement among Tully’s, Limited Partner and AFCM regarding any action brought by UCC Ueshima Coffee Corporation, Ltd. (“UCC”) with regard to the past agreement between Tully’s and UCC (the “AFCM Indemnification Agreement”). XXXXX’X COFFEE ASIA PACIFIC PARTNERS, LP PARTNERSHIP AGREEMENT PAGE 23 OF 29
Special Indemnification. Centex expressly agrees to indemnify Cavco for any Federal Income Tax with respect to any Consolidated Return for which Centex is responsible for filing pursuant to Section 2.1(a)(1) in the event that Cavco is liable to the Service for any such Federal Income Tax pursuant to Treasury Regulation section 1.1502-6.
Special Indemnification. The limitations regarding Claims set forth on Schedule 8.1(e) apply to Claims under Section 8.1(e).
