Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. (ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.), Credit Agreement (Sabra Health Care REIT, Inc.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, Agent or each Lender and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 3 contracts
Samples: Term Loan Agreement (Retail Opportunity Investments Partnership, LP), Term Loan Agreement (Retail Opportunity Investments Corp), Term Loan Agreement (Retail Opportunity Investments Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify each Loan Party and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for such Loan Party or the Administrative Agent) incurred by or asserted against such Loan Party or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to such Loan Party or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Keyw Holding Corp), Credit Agreement (School Specialty Inc), Credit Agreement (School Specialty Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Retail Opportunity Investments Corp), Credit Agreement (Retail Opportunity Investments Corp), Credit Agreement (Retail Opportunity Investments Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 3 contracts
Samples: Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding Corp), Credit Agreement (Keyw Holding Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation Governmental Authority as a result of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to by such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (HealthSpring, Inc.), Credit Agreement (HealthSpring, Inc.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, but without duplication, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuerthe Issuing Lender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuerthe Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Credit Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuerthe Issuing Lender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer the Issuing Lender shall, and do does hereby, indemnify and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, (x) the Administrative Agent against (i) any Indemnified Taxes attributable to such Lender or such L/C Issuer the Issuing Lender (but only to the extent that the any Credit Parties have 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 ), (yii) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.3(d) relating to the maintenance of a Participant Register and (ziii) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuerthe Issuing Lender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Credit 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 and L/C Issuer the Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuerthe Issuing Lender, as the case may be, under this Credit Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuerthe Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Credit Party Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do hereby, does hereby indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by Borrower or Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Borrower shall also, and does hereby, indemnify Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or L/C Issuer for any reason fails to pay indefeasibly to Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify Borrower and Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for Borrower or Administrative Agent) the incurred by or asserted against Borrower or Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or L/C Issuer, as the case may be, to Borrower or Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Micros Systems Inc), Credit Agreement (Micros Systems Inc)
Tax Indemnification. (a) All payments whatsoever under the Note Documents will be made by the Note Parties in Euro free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction (or any political subdivision or tax authority of or in such jurisdiction) (each, a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by Law.
(b) If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Note Party under a Note Document, the Note Party will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such holder pursuant to the terms of the relevant Note Document after such deduction, withholding or payment (including any required deduction or withholding of Tax on or with respect to such Additional Amount) shall be not less than the amounts then due and payable to such holder under the terms of the relevant Note Document before the deduction or withholding of such Tax, provided that no payment of any Additional Amounts shall be required to be made for or on account of:
(i) Without limiting any Tax that would not have been imposed but for the provisions existence of subsection any present or former connection between such holder (aor a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or (b) above, the Credit Parties shall, and do hereby, indemnify receipt of payments under any Note Document or in respect thereof or the Administrative Agent, each Lender and each L/C Issuer, and shall make payment exercise of remedies in respect thereof, within ten including such holder (10or such other Person described in the above parenthetical) Business Days being or having been a citizen or resident thereof, or being or having been present or engaged in a trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for a Note Party, after written demand thereforthe Purchase Date, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax; or
(ii) any Tax that is imposed pursuant to FATCA.
(c) If the Notes cease to be listed on an exchange designated as a “recognised stock exchange” for the full amount purposes of section 1005 of the Income Tax Xxx 0000 of the United Kingdom (or any Indemnified Taxes successor provision) or Other Taxes there is a Change in Tax Law (including Indemnified Taxes as defined in Section 8.3(d)) resulting in the repeal or Other Taxes imposed other withdrawal of section 882 of the Income Tax Xxx 0000 of the United Kingdom (or asserted on any successor provision), each holder of a Note will, upon receipt of a written request from the Company, use reasonable efforts to provide or attributable to amounts payable under this Section 3.01file (or in the case of procedural formalities, complete), as soon as reasonably practicable and in any event within 30 days of the receipt of such request, any form, certification, document or return (“Forms”) paid including, where applicable, a QPP Certificate, or procedural formalities reasonably requested by the Administrative Agent, Company that such Lender holder is legally entitled to provide or such L/C Issuer, as file (or in the case may beof procedural formalities, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, complete) to the extent that such Indemnified Taxes Form (or Other Taxes are payable completion of procedural formalities) is necessary to eliminate or reduce any applicable withholding tax under the laws of the United Kingdom or a Treaty.
(d) A Note Party will furnish to the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Note Party of any Tax in respect of any payments amounts paid under a Note Document, the original tax receipt issued by the relevant taxation or on account of any obligation other authorities involved for all amounts paid as aforesaid (or, if such original tax receipt is not available or must legally be kept in the possession of the Credit Parties hereunder Company, a duly certified copy of the original tax receipt or under any other Loan Document or otherwise reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf holder of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) belowNote.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Note Issuance Facility Agreement (Atlantica Yield PLC), Note Issuance Facility Agreement (Atlantica Yield PLC)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender Bank and each L/C Issuerthe Issuing Bank, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Lender Bank or such L/C Issuerthe Issuing Bank, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, except to the extent that such Indemnified Taxes or Other Taxes are determined by a court of competent jurisdiction by a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Administrative Agent, such Bank or the Issuing Bank, as the case may be. The Credit Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Bank or the Issuing Bank for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Representative by a Lender Bank or an L/C Issuer the Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender Bank or an L/C Issuerthe Issuing Bank, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender Bank and L/C Issuer the Issuing Bank shall, and do does hereby, indemnify the Credit Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Credit Parties or the Administrative Agent) incurred by or asserted against the Credit Parties or the Administrative Agent against by any Indemnified Taxes attributable Governmental Authority as a result of the failure by such Bank or the Issuing Bank, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender Bank or such L/C Issuer (but only the Issuing Bank, as the case may be, to the extent that the Credit Parties have not already indemnified Borrowers or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent e). Each Bank and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and L/C Issuer Issuing Bank hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender Bank or such L/C Issuerthe Issuing Bank, as the case may be, under this Credit Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender Bank or an L/C Issuerthe Issuing Bank, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Owens & Minor Inc/Va/), Credit Agreement (Owens & Minor Inc/Va/)
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Borrowers by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive conclusive, absent manifest error. Each of the Credit Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Armstrong Flooring, Inc.), Credit Agreement (Armstrong World Industries Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have 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) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit PartiesBorrower, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party the Borrower in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Tennessee Valley Authority), Credit Agreement (Tennessee Valley Authority)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) paid or payable by the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify each Credit Party and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, against (xi) any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for each Credit Party and the Administrative Agent) incurred by or asserted against such Credit Party or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure , as the case may be, to comply with deliver, or as a result of the provisions of Section 10.06(d) relating inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the maintenance of a Participant Register and (z) L/C Issuer, as the case may be, to such Credit Party or the Administrative Agent pursuant to subsection (e) and the Credit Parties, as applicable, against (ii) any Excluded Taxes attributable to such Lender or such L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with this Credit Agreement or any Loan other Credit 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 Government 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 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 such the L/C Issuer, as the case may be, under this Credit Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Mercury Systems Inc), Credit Agreement (Mercury Systems Inc)
Tax Indemnification. All payments whatsoever under the Financing Agreements required to be made by the Parent Guarantor will be made by the Parent Guarantor in lawful currency of the United States of America free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law. If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Parent Guarantor under the Financing Agreements, the Parent Guarantor will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of the Financing Agreements after such deduction, withholding or payment (including, without limitation, any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of the Financing Agreements before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of:
(a) any Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof or the enforcement of remedies in respect thereof, including, without limitation, such holder (or such other Person described in the above parenthetical) being or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the Parent Guarantor, after the date of the Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of the Financing Agreements are made to, the Taxing Jurisdiction imposing the relevant Tax;
(b) any Tax that would not have been imposed but for the delay or failure by such holder (following a written request by the Parent Guarantor) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including for such purpose any refilings or renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or otherwise) on such holder or result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (b) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Parent Guarantor no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any); or
(c) any combination of clauses (a) and (b) above; and provided further that in no event shall the Parent Guarantor be obligated to pay such additional amounts to any holder of a Note (i) Without limiting not resident in the provisions United States of subsection America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that the Parent Guarantor would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (aii) registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and the Parent Guarantor shall have given timely notice of such law or interpretation to such holder. By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b) above, that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by the Credit Parties shallParent Guarantor all such forms, certificates, documents and returns provided to such holder by the Parent Guarantor (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide the Parent Guarantor with such information with respect to such holder as the Parent Guarantor may reasonably request in order to complete any such Forms, provided that nothing in this Section 13 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and do herebyprovided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Parent Guarantor or mailed to the appropriate taxing authority (which shall be deemed to occur when such Form is submitted to the United States Internal Revenue Service in accordance with instructions contained in such Form), indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereofwhichever is applicable, within ten 60 days following a written request of the Parent Guarantor (10which request shall be accompanied by copies of such Form) Business Days after written demand thereforand, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date. If any payment is made by the Parent Guarantor to or for the full amount account of the holder of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by Note after deduction for or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related theretoTaxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted and increased payments are made by the relevant Governmental Authority. A certificate as Parent Guarantor pursuant to this Section 13, then, if such holder at its sole discretion determines that it has received or been granted a refund of such Taxes, such holder shall, to the extent that it can do so without prejudice to the retention of the amount of any such payment or liability delivered refund, reimburse to the Parent Borrower by a Lender or an L/C Issuer (with a copy Guarantor such amount as such holder shall, in its sole discretion, determine to be attributable to the Administrative Agent)relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, or by the Administrative Agent on its own behalf or on behalf in particular, no holder of a Lender or an L/C Issuer, any Note shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment under any obligation to claim relief from its corporate profits or similar tax liability in respect thereof within ten of such Tax in priority to any other claims, reliefs, credits or deductions available to it or (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent other than as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or set forth in clause (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment ) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof. The Parent Guarantor will furnish the holders of Notes, promptly and in any event within ten 60 days after the date of any payment by the Parent Guarantor of any Tax in respect of any amounts paid under the Financing Agreements, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (10) Business Days after demand thereforor if such original tax receipt is not available or must legally be kept in the possession of such Obligor, (x) a duly certified copy of the Administrative Agent against original tax receipt or any Indemnified Taxes attributable other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such Lender payments as may be reasonably requested from time to time by any holder of a Note. If the Parent Guarantor is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Parent Guarantor would be required to pay any additional amount under this Section 13, but for any reason does not make such L/C Issuer deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, then the Parent Guarantor will promptly reimburse such holder for such payment (but only including any related interest or penalties to the extent that such interest or penalties arise by virtue of a default or delay by the Credit Parties have not already indemnified Parent Guarantor) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the Administrative Agent for such Indemnified Taxes and without limiting the obligation taxation or other authority of the Credit Parties relevant Taxing Jurisdiction. If the Parent Guarantor makes payment to do soor for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Parent Guarantor (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and (y) deliver such refund forms to or as directed by the Parent Guarantor, subject, however, to the same limitations with respect to Forms as are set forth above. The obligations of the Parent Guarantor under this Section 13 shall survive the payment or transfer of any Taxes attributable Note and the provisions of this Section 13 shall also apply to successive transferees of the Notes. By acceptance of any Note, the holder of such Note agrees that such holder will with reasonable promptness duly complete and deliver to the Parent Guarantor, or to such Lenderother Person as may be reasonably requested by the Parent Guarantor, from time to time (i) in the case of any such holder that is a United States Person, such holder’s United States tax identification number or other Forms reasonably requested by the Parent Guarantor necessary to establish such L/C Issuerholder’s failure status as a United States Person under FATCA and as may otherwise be necessary for any Obligor to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register its obligations under FATCA and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive in the resignation and/or replacement case of any such holder that is not a United States Person, such documentation prescribed by applicable law (including as prescribed by section 1471(b)(3)(C)(i) of the Administrative AgentCode) and such additional documentation as may be necessary for the Company to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section shall require any holder to provide information that is confidential or proprietary to such holder unless the Parent Guarantor is required to obtain such information under FATCA and, any assignment of rights by, or the replacement of, a Lender or an L/C Issuerin such event, the termination of the Commitments and the repayment, satisfaction or discharge of all other ObligationsParent Guarantor shall treat any such information it receives as confidential.
Appears in 2 contracts
Samples: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Borrowing Agent by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d10.06(e) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Construction Partners, Inc.), Credit Agreement (Construction Partners, Inc.)
Tax Indemnification. (i) Without limiting the provisions Each of subsection (a) or (b) above, the Credit Parties shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten thirty (1030) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Borrowers by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shallshall also, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten thirty (1030) Business Days days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, severally indemnify and shall make payment in respect thereof, thereof within ten thirty (1030) Business Days days after demand therefor, (xA) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the any Credit Parties have Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so), (B) the Administrative Agent and (y) the Credit Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (zC) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Credit 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 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 such the L/C Issuer, as the case may be, under this Credit Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Euronet Worldwide, Inc.), Credit Agreement (Euronet Worldwide, Inc.)
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Loan Parties shall, and does hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Akumin Inc.), Loan Agreement (Akumin Inc.)
Tax Indemnification. (a) From and after the Closing, Seller agrees to indemnify and hold harmless the Buyer Indemnified Parties from and against, without duplication, (i) Without limiting all Taxes with respect to any Pre-Closing Tax Period, to the provisions extent the amount of subsection any Taxes payable exceeds the amount reserved therefor on Net Working Capital, and (aii) any Taxes resulting from any breach of any representations or warranties set forth in Section 3.11, except, in either case, as to any Tax credits or incentives that are disallowed by, or required to be repaid to, a Governmental Authority solely as a result of Buyer’s operation or cessation of the Rolling Mill Business after the Closing Date.
(b) aboveThe indemnification rights provided to the Buyer Indemnified Parties pursuant to Section 8.1(a) shall survive until thirty (30) days following the expiration of the applicable statute of limitations with respect to the Taxes subject to such claim for indemnification. Any claim for indemnity under Section 8.1(a) shall be deemed time-barred, and no such claim shall be made after the period specified in the immediately preceding sentence; provided, however, that if written notice of a claim for indemnification under Section 8.1(a) is provided to Seller in good faith within the applicable survival period describing such claim in reasonable detail (including the facts underlying each particular claim) and including copies of all material written evidence upon which such claim is based, then the indemnification rights pursuant to Section 8.1(a) that would otherwise terminate as set forth above shall survive as to such claim, and that claim only, until such time as such claim is fully and finally resolved.
(c) In the case of Taxes that are payable with respect to a Straddle Period, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified such Taxes that shall be apportioned to a Pre-Closing Tax Period shall be:
(i) in the case of Taxes that are either (x) based upon or Other related to income, or receipts, or (y) imposed in connection with any sale or other transfer or assignment of property (real or personal, tangible or intangible), deemed equal to the amount that would be payable if the taxable year ended on (and included) the Closing Date; and
(ii) in the case of all other Taxes deemed to be the amount of such Taxes for the entire period (including Indemnified or, in the case of such Taxes or Other determined on an arrears basis, the amount of such Taxes imposed or asserted for the immediately preceding period), multiplied by a fraction the numerator of which is the number of calendar days in the period ending on or attributable to the Closing Date and the denominator of which is the number of calendar days in the entire period, and when the actual amounts payable under this Section 3.01) paid by become known for the Administrative Agentcurrent period, such Lender apportionment shall be recalculated by Buyer and Seller, and Buyer or such L/C IssuerSeller, as the case may be, shall promptly (but not later than five business days after notice of payment due) make any additional payment or refund so that the correct prorated amount is paid by each of Buyer and Seller.
(d) To the extent permitted under applicable Law, Seller and Buyer shall take all actions reasonably necessary to terminate the taxable year of the Company on the Closing Date. To the extent any penaltiessuch taxable year is terminated on the Closing Date, interest and reasonable expenses arising therefrom the Parties hereto agree to cause the Company to file all Tax Returns for the period including the Closing Date on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis.
(e) Notwithstanding anything contained in this Agreement to the contrary: (i) Seller shall not be required to indemnify any Buyer Indemnified Party for any Tax (including any reduction in, or with respect theretoloss of, any Tax benefits) of the Company for any Post-Closing Tax Periods, except to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation attributable to a breach of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by representation contained in the relevant Governmental Authority. A certificate as to the amount last sentence of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shallSection 3.11, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) no provision in this ARTICLE VIII shall be interpreted in any manner that will require Seller to pay any amount more than once as an indemnity or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent as a set-off or credit against any Indemnified Taxes attributable amounts required to such Lender or such L/C Issuer (but only be paid pursuant to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other ObligationsAgreement.
Appears in 2 contracts
Samples: Purchase Agreement (Alcoa Corp), Purchase Agreement (Kaiser Aluminum Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) aboveabove or duplicating the payments to be made thereunder, the Credit Parties shall, and do hereby, shall indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, Recipient for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01subsection (c)) withheld or deducted from a payment to, or paid by the Administrative Agentby, such Lender or such L/C Issuer, as the case may be, Recipient and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Payments under the preceding sentence shall be made within ten (10) days after the date the party entitled to indemnification makes a demand therefor. The Credit Parties shall also, and do hereby, indemnify the Applicable Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Bank or an Issuing Bank for any reason fails to pay indefeasibly to the Applicable Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Representative by a Lender Bank or an L/C Issuer Issuing Bank (with a copy to the Administrative Applicable Agent), or by the Administrative Applicable Agent on its own behalf or on behalf of a Lender Bank or an L/C IssuerIssuing Bank, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender Bank and L/C Issuer shall, and do hereby, each Issuing Bank shall indemnify and shall make payment in respect thereof, within ten the Applicable Agent for (10A) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender Bank or such L/C Issuer Issuing Bank (but only to the extent that the any Credit Parties have Party has not already indemnified the Administrative Applicable Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and ), (yB) any Taxes attributable to such Lender’s or such L/C IssuerBank’s failure to comply with the provisions of Section 10.06(d11.3(d) relating to the maintenance of a Participant Register and (zC) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender Bank or such L/C IssuerIssuing Bank, in each case, that are payable or paid by the Administrative Applicable Agent or a Credit Party in connection with any Loan Credit 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 Payments under the amount of such payment or liability delivered to any Lender by the Administrative Agent preceding sentence shall be conclusive absent manifest errormade within ten (10) days after the date the party entitled to indemnification makes a demand therefor (which demand shall include a written statement setting forth in reasonable detail the basis for and such party’s calculation of the claim). Each Lender Bank and L/C Issuer each Issuing Bank hereby authorizes the Administrative Applicable Agent to set off and apply any and all amounts at any time owing to such Lender Bank or such L/C IssuerIssuing Bank, as the case may be, under this Credit Agreement or any other Loan Credit Document against any amount due to the Administrative Applicable Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Applicable Agent, any assignment of rights by, or the replacement of, a Lender Bank or an L/C IssuerIssuing Bank, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Owens & Minor Inc/Va/), Credit Agreement (Owens & Minor Inc/Va/)
Tax Indemnification. (i) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each of the Credit Loan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender or any L/C Issuer, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent, such Lender or any L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Loan Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each Lender and the L/C Issuer shall, and do hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Loan Parties and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorSection 3.01(e). Each Lender and the L/C Issuer hereby authorizes authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Healthpeak Properties, Inc.), Credit Agreement (Healthpeak Properties, Inc.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrowers or the Administrative Agent) incurred by or asserted against any Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Parent or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Kid Brands, Inc), Credit Agreement (Kid Brands, Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit The Loan Parties shall, and do hereby, shall indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by or payable by, or required to be withheld or deducted from a payment to, the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of the Agent, a Lender or an the L/C Issuer, shall be conclusive conclusive, binding and final for all purposes absent manifest error. .
(ii) Each of Lender and the Credit Parties L/C Issuer shall, and does hereby, indemnify the Administrative Agentseverally indemnify, and shall make payment in respect thereof within ten (10) Business Days days after demand therefor, the Agent for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii(i) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Loan Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (yii) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (ziii) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 or a Loan Party shall be conclusive conclusive, binding and final for all purposes 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Macy's, Inc.), Credit Agreement (Macy's, Inc.)
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agentsuch Recipient or required to be withheld or deducted from a payment to such Recipient, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Company by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties Borrowers shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit Agreement (Teledyne Technologies Inc), Credit Agreement (Teledyne Technologies Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrowers hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties Borrowers shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties Borrowers to do so) and ), (y) the Administrative Agent and the Borrowers, as applicable, any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit PartiesBorrowers, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party Borrower in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments Facilities and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Ventas, Inc.), Credit and Guaranty Agreement (Ventas, Inc.)
Tax Indemnification. (a) Any and all payments by the Transferor or the Servicer hereunder to any Owner, any Funding Agent or the Administrative Agent (each an “Indemnified Party”) under this Agreement, to the extent allowed by law, shall be made in accordance with Section 2.8 free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other similar charges imposed by any United States or foreign governmental authority, including any interest, additions to tax or penalties applicable thereto, including any related penalties or interest (all such items and amounts being collectively referred to as “Taxes”) excluding any such Taxes that are (i) Without limiting net income taxes (including branch profit taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on or measured by net income), franchise taxes (imposed in lieu of income taxes), or any other taxes based on or measured by the provisions net income of subsection such Indemnified Party or the gross receipts or income of such Indemnified Party, in each case (ax) imposed as a result of the recipient being organized under the laws of, or having its principal office or, in the case of any Owner or Participant, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (by) aboveimposed as a result of a present or former connection between the recipient and the jurisdiction imposing such Tax (other than connections arising from such recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced this Agreement, any Conduit Support Document or any Related Document, or sold or assigned an interest in any Transferred Assets), (ii) any Taxes that would not have been imposed but for the failure of such Owner, Participant, Funding Agent or Administrative Agent, as applicable, to provide and keep current (to the extent legally able) any certification or other documentation required to qualify for an exemption from, or reduced rate of, any such Taxes or required by this Agreement to be furnished by such Owner, Participant, Funding Agent or Administrative Agent, as applicable, (iii) any Taxes imposed as a result of a change by an Owner or Participant of its lending office (other than changes mandated by this Agreement or required by law), (iv) any withholding Taxes imposed under FATCA, and (v) in the case of an Owner, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Owner with respect to an applicable interest in any Transferred Assets pursuant to a law in effect on the date on which (1) such Owner became a party hereto (other than pursuant to an assignment under Section 8.2(d) or Section 8.2(e) hereof), or (2) such Owner otherwise changes its lending office, except in each case to the extent that, pursuant to Section 8.2(a), amounts with respect to such Taxes were payable either to such Owner’s assignor immediately before such Owner became a party hereto or to such Owner immediately before it changed its lending office (all such excluded taxes being hereinafter called “Excluded Taxes” but, for the avoidance of doubt, Excluded Taxes shall not include any Taxes payable by the Helaba Owners contemplated by Section 8.1(a)(xviii)). If the Transferor or the Servicer shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to an Indemnified Party on account of Collections on the Transferred Receivables, (A) in the case of Taxes other than Excluded Taxes, the Credit Parties shallsum payable shall be increased as may be necessary so that after making all required deductions of Taxes (other than Excluded Taxes), including deductions of Taxes applicable to additional sums payable under this Section 8.2(a) so that such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (B) the Transferor or the Servicer shall make the required deductions of Taxes, and do hereby(C) the Transferor or the Servicer shall pay the full amount of Taxes so deducted to the relevant taxation authority in accordance with applicable law. If the Transferor or the Servicer fail to pay any Taxes when due to the appropriate taxing authority or fail to remit to the Funding Agent, indemnify on behalf of itself or such Owner, or to the Administrative Agent, each Lender and each L/C Issueras applicable, and the required receipts or other required documentary evidence, the Transferor or the Servicer, as applicable, shall within thirty (30) Business Days after demand therefor pay to such Funding Agent, on behalf of itself or such Owner, or to the Administrative Agent for its own account, as applicable, any incremental taxes, interest or penalties that may become payable by such Owner, Funding Agent or Administrative Agent, as applicable, as a result of any such failure; provided, however, that if such Owner, Funding Agent or Administrative Agent fails to provide notice to the Transferor or the Servicer, as applicable, of the imposition of any such Taxes within thirty (30) Business Days following the receipt of actual written notice of the imposition of such Taxes, there will be no obligation for the Transferor or the Servicer to make a payment pursuant to this Section 8.2(a) in respect thereof, within of any interest or penalties reasonably attributable to the period beginning on such 30th day and ending ten (10) Business Days after written demand thereforthe Transferor or the Servicer receives notice from such Owner, for Funding Agent or the full amount Administrative Agent. The Transferor will not have an obligation to make a payment pursuant to this Section 8.2(a) in respect of incremental taxes, interest or penalties reasonably attributable to the negligence or willful misconduct of any Indemnified Taxes such Owner or Other Taxes Funding Agent or the Administrative Agent.
(including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to b) An Owner claiming increased amounts payable under this Section 3.01) 8.2 for Taxes paid or payable by such Owner will furnish to the applicable Funding Agent a certificate prepared in good faith setting forth the basis and amount of each request by such Owner for such Taxes, and such Funding Agent shall deliver a copy thereof to the Transferor, the Administrative Agent and the Servicer. A Funding Agent or the Administrative Agent claiming increased amounts under this Section 8.2 for its own account for Taxes paid or payable by such Funding Agent or the Administrative Agent, such Lender or such L/C Issueras applicable, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, will furnish to the extent such Indemnified Taxes or Other Taxes are payable Transferor and the Servicer a certificate prepared in respect good faith setting forth the basis and amount of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted each request by the relevant Governmental Authority. A certificate as to the amount of any such payment Funding Agent or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation Taxes. Any such certificate of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s an Owner or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Funding Agent or a Credit Party in connection with any Loan 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 and L/C Issuer hereby authorizes Failure on the part of any Owner or Funding Agent or the Administrative Agent to set off and apply demand additional amounts pursuant to this Section 8.2 with respect to any and all amounts at any time owing to period shall not constitute a waiver of the right of such Lender Owner or such L/C IssuerFunding Agent or the Administrative Agent, as the case may be, to demand compensation with respect to such period. Each Owner agrees that it will not demand compensation under this Section 8.2 for amounts incurred more than 180 days prior to the date of demand, provided, that if the Regulatory Change giving rise to such increased amounts is retroactive, then the 180-day period referred to above shall extend to include the period of retroactive effect. All such amounts shall be due and payable to such Funding Agent on behalf of such Owner or to such Funding Agent or the Administrative Agent for its own account, as the case may be, on the Payment Date following receipt by the Transferor of such certificate, if such certificate is received by the Transferor at least five (5) Business Days prior to the Determination Date related to such Payment Date and otherwise shall be due and payable on the following Payment Date.
(c) Each Owner and each Participant agrees that prior to the date on which the first interest or fee payment hereunder is due thereto, it will deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent (i) (x) if such Owner is not a “United States person” as defined in Section 7701(a)(30) of the Internal Revenue Code, two duly completed (in a manner reasonably satisfactory to the Transferor) copies of the U.S. Internal Revenue Service Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8EXP, or successor applicable forms required to evidence that the Owner is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes (or in the case of an assignee or Participant at a rate no greater than that applicable to the related Owner if such Owner is entitled to receive amounts pursuant to this Section 8.2), or (y) if such Owner is a “United States person,” a duly completed (in a manner reasonably satisfactory to the Transferor) U.S. Internal Revenue Service Form W-9 or successor applicable or required forms, and (ii) such other Loan Document against forms and information as may be required to confirm the availability of any amount due applicable exemption from United States federal, state or local withholding and backup withholding taxes. Each Owner also agrees to deliver to the Transferor, the Servicer, the applicable Funding Agent and the Administrative Agent under this clause two further duly completed (ii). The agreements in this clause (iia manner reasonably satisfactory to the Transferor) shall survive copies of such U.S. Internal Revenue Service Form W-8ECI, Form W-8BEN, Form W-8BEN-E, Form W-8IMY or Form W-8EXP or Form W-9, as applicable, or such successor applicable forms or other manner of certification, as the resignation and/or replacement case may be, on or before the date that any such form expires or becomes obsolete or after the occurrence of any event requiring a change in the most recent form previously delivered by it hereunder, and such extensions or renewals thereof as may reasonably be requested by the Servicer, the Transferor, a Funding Agent or the Administrative Agent, unless in any assignment such case, solely as a result of a change in treaty, law or regulation occurring prior to the date on which any such delivery would otherwise be required, the Owner is no longer eligible as a result of such change to deliver the then-applicable form set forth above and so advises the Servicer, the Transferor, the applicable Funding Agent and the Administrative Agent.
(d) Each Owner agrees that it shall use commercially reasonable efforts to reduce or eliminate any amount due under this Section 8.2, including but not limited to designating a different lending office if such designation will eliminate or reduce any amount due under this Section 8.2 and will not, in the reasonable opinion of such Owner, be unlawful or otherwise disadvantageous to such Owner or inconsistent with its policies or result in any unreimbursed cost or expense to such Owner or in an increase in the aggregate amount payable under Section 8.3 hereof.
(e) If any Owner requests compensation under this Section 8.2, the Transferor may, at its sole expense and effort, upon notice to such Owner, the related Funding Agent and the Administrative Agent, request that such Owner assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.2 of this Agreement), all its interests, rights by(other than its existing rights to payments pursuant to this Section 8.2) and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Owner, if an Owner accepts such assignment), or the replacement of, a Lender or an L/C Issuerif such Owner and its related Funding Agent do not consent to such assignment, the termination Transferor may terminate such Owner’s or the related Ownership Group’s interests, rights and obligations under this Agreement; provided that (i) with respect to any such assignment described above, the Transferor shall have received the prior written consent of the Commitments Funding Agent for the related Owner and the repaymentAdministrative Agent, satisfaction such consent not to be unreasonably withheld, conditioned or discharge delayed, (ii) such assigning or terminated Owner shall have received payment of an amount equal to the Net Investment, accrued yield thereon, accrued fees and all other Obligationsamounts payable to it hereunder or relating to this Agreement, and (iii) in the case of any such assignment resulting from a claim for compensation under this Section 8.2, such assignment will result in a reduction in such compensation or payments. The Transferor shall not request that any Owner make any such assignment and delegation if, prior thereto, as a result of a waiver by such Owner or otherwise, the circumstances entitling the Transferor to request such assignment and delegation cease to apply.
(f) If a payment made hereunder to any Indemnified Party would be subject to withholding tax imposed by FATCA if such Indemnified Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Indemnified Party (or the Funding Agent acting on its behalf) shall deliver to the Transferor, the Servicer and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by such persons such documentation prescribed by applicable law and such additional documentation reasonably requested by the Transferor or the Administrative Agent as may be necessary for such persons to comply with their obligations under FATCA and to determine that such Indemnified Party has complied with such Indemnified Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.
(g) If any Conduit Purchaser is an Indemnified Party and such Indemnified Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such Indemnified Party shall allocate ratably among the Transferor and such Other Transferors any amounts owing under this Section 8.2 which are attributable to the Transferor and to the Other Transferors, which amounts shall be paid by the Transferor (“Section 8.2 Costs”), provided further, that if such Section 8.2 Costs are attributable to the Transferor and not attributable to any Other Transferor, the Transferor shall be solely liable for such Section 8.2 Costs or if such Section 8.2 Costs are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for such Section 8.2
Appears in 2 contracts
Samples: Receivables Purchase and Administration Agreement (T-Mobile US, Inc.), Receivables Purchase and Administration Agreement (T-Mobile US, Inc.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent, the Lenders and the L/C Issuer) arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and reasonable expenses (xincluding the reasonable fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 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 clause (ii). If the Borrower has made an indemnification payment to the Administrative Agent pursuant to subsection (c)(i) above for any such amount due to the Administrative Agent under this clause (ii), the Administrative Agent shall, promptly following the exercise of the foregoing set-off right, refund such indemnification payment to the Borrower. The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Plum Creek Timber Co Inc), Credit Agreement (Plum Creek Timber Co Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrowers hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrowers and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrowers and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrowers or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorSection 3.01(e). Each Lender and the L/C Issuer hereby authorizes authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. The Company agrees to indemnify and hold harmless each of the Underwriters, against any registration, documentary, stamp or similar issuance tax or duty as well as withholding taxes, and any Mexican income or capital gains taxes solely in the circumstances set forth in clause (iii) below, including inflationary adjustments in respect of Mexican taxes, interest and penalties, on (i) Without limiting the creation and issuance of the Offered ADSs and the Underlying Shares, (ii) the sale and delivery of the Offered ADSs and the Underlying Shares by the Company to, and the subscription and payment for the Offered ADSs and the Underlying Shares by, the Underwriters in the manner contemplated herein, (iii) solely with respect to Mexican income or capital gains taxes, the sale and delivery of the Offered ADSs and the Underlying Shares by the Underwriters to subsequent purchasers thereof, but limited as set forth in the immediately following sentence, and (iv) the execution and delivery of this Agreement and the Deposit Agreement. The indemnification referred to in clause (iii) shall not apply or extend to, and the Company shall not be responsible for, any Mexican income or capital gains taxes (or, for the avoidance of doubt, any other income or capital gains taxes imposed by any jurisdiction) imposed on any Underwriter if such Underwriter has not duly complied with the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable Section 10(b). All payments to amounts payable under this Section 3.01) paid be made by the Administrative AgentCompany pursuant to this Agreement, such Lender including the applicable underwriting service fees, shall be made without withholding or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by deduction for or on account of any obligation present or future taxes, duties or governmental charges whatsoever unless the Company is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Company shall pay such additional amounts as may be necessary so that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made; provided that, such additional amounts shall not be payable to an Underwriter in the event that taxes (i) are income, franchise or similar taxes imposed on the net income of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment Underwriter in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) a jurisdiction different from Mexico or (b) Mexico, other than to the extent, and subject to the limitations, specified in clause (iii) above, each Lender (ii) are payable as a result of any present or former connection between such Underwriter and L/C Issuer shallthe applicable taxing jurisdiction, and do hereby, indemnify and shall make payment including such Underwriter having or being deemed to have a place of residence or permanent establishment in respect thereof, within ten the applicable jurisdiction for tax purposes or otherwise being subject to income taxes in the relevant taxing jurisdiction (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent other than a connection that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation arises solely as a result of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with execution of this Agreement, the provisions performance of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 obligations of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and 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 such L/C Issuer, as the case may be, Underwriter under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause receipt of payments hereunder), or (ii). The agreements in this clause (iiiii) shall survive the resignation and/or replacement are imposed or withheld by reason of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligationsfailure by such Underwriter to comply with its obligations under Section 10(b) hereof.
Appears in 1 contract
Samples: Underwriting Agreement (Vesta Real Estate Corporation, S.A.B. De C.V.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender or such L/C Issuer, or required to be withheld or deducted from a payment to the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrowers hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties Borrowers shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties Borrowers to do so) and ), (y) the Administrative Agent and the Borrowers, as applicable, any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit PartiesBorrowers, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party Borrower in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments Facilities and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. 4839-9354-3409 v.6
(i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: September Maturity Credit Agreement (Tennessee Valley Authority)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days thirty days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.013.01(a)) or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify each Loan Party and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for such Loan Party or the Administrative Agent) incurred by or asserted against such Loan Party or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to such Loan Party or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or such L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each L/C Issuer shall, and do does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation Governmental Authority as a result of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to by such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Energen Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, Agent and such Lender or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable Governmental Authority as a result of the failure by such Lender, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer (but only Lender, as the case may be, to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 such L/C IssuerLender, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, of a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 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 and the Credit Parties under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Term Loan and Guaranty Agreement (Care Capital Properties, Inc.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrowers hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties Borrowers shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties Borrowers to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit PartiesBorrowers, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party Borrower in connection with any Loan 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 and the L/C Issuer hereby authorizes authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrower hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorSection 3.01(e). Each Lender and the L/C Issuer hereby authorizes authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Hcp, Inc.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties The Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with CHAR2\2846261v9 respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have 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) and ), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit PartiesBorrower, as applicable, against any Excluded Taxes attributable to such Lender or such L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or a Credit Party the Borrower in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, but without duplication, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Credit Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Credit Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 such L/C Issuer, as the case may be, under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Amn Healthcare Services Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender Agent or such L/C Issuer, as the case may beLender, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Energen Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) paid or payable by the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify each Credit Party and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, against (xi) any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the reasonable and documented out-of-pocket fees, charges and disbursements of any counsel for each Credit Party and the Administrative Agent) incurred by or asserted against such Credit Party or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure , as the case may be, to comply with deliver, or as a result of the provisions of Section 10.06(d) relating inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the maintenance of a Participant Register and (z) L/C Issuer, as the case may be, to such Credit Party or the Administrative Agent pursuant to subsection (e) and the Credit Parties, as applicable, against (ii) any Excluded Taxes attributable to such Lender or such L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with this Credit Agreement or any Loan other Credit 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 Government 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 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 such the L/C Issuer, as the case may be, under this Credit Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.other
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, each applicable Borrower shall indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid or payable by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent a Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a), (b) or (bc)(i) above, each Lender and each L/C Issuer shallshall indemnify each applicable Borrower, and do hereby, indemnify and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, (x) the Administrative Agent against any Indemnified and all Excluded Taxes attributable to imposed in respect of such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed that are incurred by or asserted against such Borrower by any Governmental Authority as a result of the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender failure by the Administrative Agent shall be conclusive absent manifest error. Each Lender and 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 such L/C Issuer, as the case may be, under this Agreement to deliver, or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement as a result of the Administrative Agentinaccuracy, inadequacy or deficiency of, any assignment of rights by, or the replacement of, a documentation required to be delivered by such Lender or an such L/C Issuer, as the termination of the Commitments and the repaymentcase may be, satisfaction or discharge of all other Obligationsto such Borrower pursuant to subsection (e).
Appears in 1 contract
Tax Indemnification. (a) All payments whatsoever under or in respect of the Series 2004-B Notes will be made by the Company in Euros free and clear of, and without liability or withholding or deduction for or on account of, any present or future Taxes, unless the withholding or deduction of such Tax is compelled by law.
(b) If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Company under or in respect of the Series 2004-B Notes, the Company will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid and pay to each holder of a Series 2004-B Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of the Series 2004-B Notes after such deduction, withholding or payment (including without limitation any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the amounts then due and payable to such holder under the terms of the Notes before the assessment of such Tax, provided that no payment of any additional amounts shall be required to be made for or on account of:
(i) Without limiting any Tax to the provisions extent such Tax would be imposed on an original Purchaser under the law (as modified by the practice of subsection any applicable revenue authority of any Taxing Jurisdiction) applicable on the date of the Closing as a result of an original Purchaser being or becoming either a Bank or a 10 percent shareholder (awithin the meaning of Section 871(h)(3)(B) of the Code) of the Company;
(ii) any Tax that would not have been imposed but for the existence of any present or former connection between such holder (bor a fiduciary, settlor, beneficiary, member of, shareholder or owner of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any other Person, to whom the Series 2004-B Notes or any amount payable thereon is attributable for the purposes of such Tax) aboveand the Taxing Jurisdiction, other than the Credit Parties shall, and do hereby, indemnify mere holding of the Administrative Agent, each Lender and each L/C Issuer, and shall make payment relevant Series 2004-B Note or the receipt of payments thereunder or in respect thereof, within ten including without limitation such holder (10or such other Person described in the above parenthetical) Business Days after written demand thereforbeing or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the full amount Company, after the date of the Closing, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of the Series 2004-B Notes are made to, the Taxing Jurisdiction imposing the relevant Tax;
(iii) any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, Tax to the extent such Indemnified Tax would not have been imposed but for the delay or failure by such holder (following a written request by the Company) in the filing with the Company or the relevant Taxing Jurisdiction (as applicable) of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes or Other Taxes are payable and that in respect the case of any payments of the foregoing would not result in any confidential or proprietary income tax return information being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, provided that such holder shall be deemed to have satisfied the requirements of this clause (iii) upon the good faith completion and submission of such Forms as may be specified in a written request of the Company no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any); or
(iv) any combination of clauses (i), (ii) and (iii) above; and provided further that in no event shall the Company be obligated to pay such additional amounts to any holder of a Series 2004-B Note (i) not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the date of the Closing in excess of the amounts that the Company would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty at the time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) to any holder of a Series 2004-B Note registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and the Company shall have given timely notice of such law or interpretation to such holder.
(c) By acceptance of any Series 2004-B Note, the holder of such Series 2004-B Note agrees that it will from time to time with reasonable promptness (x) duly complete and deliver to or as reasonably directed by the Company all such forms, certificates, documents and returns provided to such holder by the Company (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (y) provide the Company with such information with respect to such holder as the Company may reasonably request in order to complete any such Forms, provided that nothing in this Section 14.3 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder, and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Company or mailed to the appropriate taxing authority, whichever is applicable, within 60 days following a written request of the Company (which request shall be accompanied by copies of such Form) and, in the case of a transfer of any Series 2004-B Note, at least 90 days prior to the relevant interest payment date.
(d) On or before the date of the Closing the Company will furnish to the original Purchaser of a Series 2004-B Note a copy of the appropriate Form currently required to be filed in the United States pursuant to Section 14.3(b)(iii), if any, and in connection with the transfer of any Series 2004-B Note the Company will furnish the transferee of such Series 2004-B Note with a copy of any Form then required.
(e) If any payment is made by the Company to or for the account of the holder of any Series 2004-B Note after deduction for or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related theretoTaxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted and increased payments are made by the relevant Governmental Authority. A certificate as Company pursuant to the amount this Section 14.3, then, if such holder at its sole discretion determines that it has received or been granted a refund of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent)Taxes, or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties such holder shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and it can do so without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating prejudice to the maintenance retention of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 refund, reimburse to the Company such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Series 2004-B Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Series 2004-B Note shall be under any obligation to claim relief from its corporate profits or similar tax liability delivered in respect of such Tax in priority to any Lender other claims, reliefs, credits or deductions available to it or (other than as set forth in Section 14.3(b)(iii) above) oblige any holder of any Series 2004-B Note to disclose any information relating to its tax affairs or any computations in respect thereof.
(f) The Company will furnish the holders of Series 2004-B Notes, promptly and in any event within 60 days after the date of any payment by the Administrative Agent shall be conclusive absent manifest error. Each Lender and L/C Issuer hereby authorizes the Administrative Agent to set off and apply Company of any and all Tax in respect of any amounts at any time owing to such Lender or such L/C Issuer, as the case may be, paid under this Agreement or the Series 2004-B Notes, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of the Company, a duly certified copy of the original tax receipt or any other Loan Document against reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any amount due holder of a Series 2004-B Note.
(g) If the Company makes payment to or for the account of any holder of a Series 2004-B Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Company (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Company, subject, however, to the Administrative Agent same limitations with respect to Forms as are set forth above.
(h) The obligations of the Company under this clause (ii). The agreements in this clause (ii) Section 14.3 shall survive the resignation and/or replacement payment or transfer of any Series 2004-B Note and the provisions of this Section 14.3 shall also apply to successive transferees of the Administrative Agent, any assignment of rights by, or Series 2004-B Notes subject to the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligationslimitation described in Section 14.3(b) above.
Appears in 1 contract
Samples: Master Note Purchase Agreement (Tetra Technologies Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative WORKAMER\37666573.v3 50 Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: February Maturity Community Bank Credit Agreement (Tennessee Valley Authority)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 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 and the Credit Parties under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Care Capital Properties, Inc.)
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agentsuch Recipient or required to be withheld or deducted from a payment to such Recipient, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Company by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties Borrowers shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(iii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Loan Agreement (Flowserve Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each of the Credit BorrowerLoan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative AgentAgent or such Lender, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent or such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit BorrowerLoan Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each Lender and L/C Issuer shall, and do hereby, indemnify the BorrowerLoan Parties and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the BorrowerLoan Parties and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 error3.01(e). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, The Borrower shall indemnify and do hereby, indemnify the Administrative Agent, hold harmless each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of Recipient against any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall make payment within 10 days after demand for any amount or liability payable under this Section. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuerany Recipient, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and L/C Issuer shall, and do hereby, shall indemnify and shall make payment in respect thereofhold harmless, within ten (10) Business Days after demand thereforon a several basis, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties Borrower have not already indemnified paid or reimbursed the Administrative Agent for such Indemnified Taxes therefor and without limiting the Borrower’ obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case), that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan DocumentObligations, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Lender shall make payment within 10 days after demand for any amount or liability payable under this Section. 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days thirty days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) required to be withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.013.01(a)) or payable or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. .
(ii) Each of Lender and the Credit Parties L/C Issuer shall, and does hereby, indemnify the Administrative Agentseverally indemnify, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such the L/C Issuer, as the case may be, under this Agreement or any other Loan Document Documents against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental AuthorityAuthority (other than penalties and interest attributable to the gross negligence or willful misconduct of the Administrative Agent, such Lender or the L/C Issuer). The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
(iii) The Administrative Agent shall deliver to the Borrower, when reasonably requested by the Borrower, a properly completed and executed applicable IRS form to permit the Borrower to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to U.S. federal withholding tax, (B) if applicable, the required rate of withholding or deduction of such tax, and (C) the Administrative Agent's entitlement to any available exemption from, or reduction of, U.S. federal withholding tax in respect of payments to be made to the Administrative Agent by a Loan Party pursuant to this Agreement or any other Loan Document.
Appears in 1 contract
Samples: Credit Agreement (Lincoln Educational Services Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each of the Credit BorrowerLoan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender or the any L/C Issuer, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent, such Lender or any L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit BorrowerLoan Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each Lender and the L/C Issuer shall, and do hereby, indemnify the BorrowerLoan Parties and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at Taxes and any time owing to such Lender or such L/C Issuerand all related losses, as the case may beclaims, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agentliabilities, any assignment of rights bypenalties, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.interest and
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify each Loan Party and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for such Loan Party or the Administrative Agent) incurred by or asserted against such Loan Party or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to such Loan Party or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Websense Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) All payments whatsoever under this Agreement and the Notes will be made by the Company free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction other than the United States (or any political subdivision or taxing authority of or in such jurisdiction) (hereinafter a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by law.
(b) aboveIf any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by the Company under this Agreement or the Notes, the Credit Parties shallCompany will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and do herebypay to each holder of a Note such additional amounts as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after such deduction, indemnify withholding or payment (including any required deduction or withholding of Tax on or with respect to such additional amount), shall be not less than the Administrative Agentamounts then due and payable to such holder under the terms of this Agreement or the Notes before the assessment of such Tax, each Lender provided that no payment of any additional amounts shall be required to be made for or on account of:
(1) Tax that would not have been imposed but for the existence of any present or former connection between such holder (or a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over, such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for the purposes of such Tax) and each L/C Issuerthe Taxing Jurisdiction, and shall make payment other than the mere holding of the relevant Note or the receipt of payments thereunder or in respect thereof or the exercise of remedies in respect thereof, within ten including such holder (10or such other Person described in the above parenthetical) Business Days after written demand thereforbeing or having been a citizen or resident thereof, or being or having been present or engaged in trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for the full amount Company, after the Execution Date opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax;
(2) any Indemnified Taxes Tax that would not have been imposed but for the delay or Other failure by such holder (following a written request by the Company) in the filing with the relevant Taxing Jurisdiction of Forms (as defined below) that are required to be filed by such holder to avoid or reduce such Taxes (including Indemnified Taxes for such purpose any refilings or Other Taxes imposed renewals of filings that may from time to time be required by the relevant Taxing Jurisdiction), provided that the filing of such Forms would not (in such holder’s reasonable judgment) impose any unreasonable burden (in time, resources or asserted otherwise) on such holder or attributable result in any confidential or proprietary income tax return information (other than such holder’s taxpayer identification number) being revealed, either directly or indirectly, to any Person and such delay or failure could have been lawfully avoided by such holder, and provided further that such holder shall be deemed to have satisfied the requirements of this clause (b)(2) upon the good faith completion and submission of such Forms (including refilings or renewals of filings) as may be specified in a written request of the Company no later than 60 days after receipt by such holder of such written request (accompanied by copies of such Forms and related instructions, if any, all in the English language or with an English translation thereof); or
(3) any combination of clauses (1) and (2) above; provided further that in no event shall the Company be obligated to pay such additional amounts payable to any holder (i) not resident in the United States of America or any other jurisdiction in which an original Purchaser is resident for tax purposes on the Execution Date in excess of the amounts that the Company would be obligated to pay if such holder had been a resident of the United States of America or such other jurisdiction, as applicable, for purposes of, and eligible for the benefits of, any double taxation treaty from time to time in effect between the United States of America or such other jurisdiction and the relevant Taxing Jurisdiction or (ii) registered in the name of a nominee if under the law of the relevant Taxing Jurisdiction (or the current regulatory interpretation of such law) Securities held in the name of a nominee do not qualify for an exemption from the relevant Tax and the Company shall have given timely notice of such law or interpretation to such holder.
(c) By acceptance of any Note, the holder of such Note agrees, subject to the limitations of clause (b)(2) above, that it will from time to time with reasonable promptness (1) duly complete and deliver to or as reasonably directed by the Company all such forms, certificates, documents and returns provided to such holder by the Company (collectively, together with instructions for completing the same, “Forms”) required to be filed by or on behalf of such holder in order to avoid or reduce any such Tax pursuant to the provisions of an applicable statute, regulation or administrative practice of the relevant Taxing Jurisdiction or of a tax treaty between the United States and such Taxing Jurisdiction and (2) provide the Company with such information with respect to such holder as the Company may reasonably request in order to complete any such Forms, provided that nothing in this Section 13 shall require any holder to provide information with respect to any such Form or otherwise if in the opinion of such holder such Form or disclosure of information would involve the disclosure of tax return or other information that is confidential or proprietary to such holder (other than such holder’s taxpayer identification number), and provided further that each such holder shall be deemed to have complied with its obligation under this paragraph with respect to any Form if such Form shall have been duly completed and delivered by such holder to the Company or mailed to the appropriate taxing authority, whichever is applicable, within 60 days following a written request of the Company (which request shall be accompanied by copies of such Form and English translations of any such Form not in the English language) and, in the case of a transfer of any Note, at least 90 days prior to the relevant interest payment date.
(d) If at any time the Company is not a U.S. Entity, the Company will promptly furnish each holder of Notes with copies of the appropriate Form (and English translation if required as aforesaid) then required to be filed in the Taxing Jurisdiction pursuant to Section 3.0113(b)(2), if any, and in connection with the transfer of any Note the Company will furnish the transferee of such Note with copies of any Form and English translation then required.
(e) paid If any payment is made by the Administrative Agent, such Lender Company to or such L/C Issuer, as for the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to account of the extent such Indemnified Taxes or Other Taxes are payable in respect holder of any payments by Note after deduction for or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related theretoTaxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted and increased payments are made by the relevant Governmental Authority. A certificate as Company pursuant to the amount this Section 13, then, if such holder at its sole discretion determines that it has received or been granted a refund of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent)Taxes, or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties such holder shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and it can do so without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating prejudice to the maintenance retention of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 refund, reimburse to the Company such amount as such holder shall, in its sole discretion, determine to be attributable to the relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar tax liability delivered in respect of such Tax in priority to any Lender other claims, reliefs, credits or deductions available to it or (other than as set forth in Section 13(b)(2)) oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.
(f) The Company will furnish the holders of Notes, promptly and in any event within 60 days after the date of any payment by the Administrative Agent shall be conclusive absent manifest error. Each Lender and L/C Issuer hereby authorizes the Administrative Agent to set off and apply Company of any and all Tax in respect of any amounts at any time owing to such Lender or such L/C Issuer, as the case may be, paid under this Agreement or the Notes, the original tax receipt issued by the relevant taxation or other authorities involved for all amounts paid as aforesaid (or if such original tax receipt is not available or must legally be kept in the possession of the Company, a duly certified copy of the original tax receipt or any other Loan Document reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note.
(g) If the Company is required by any applicable law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Company would be required to pay any additional amount under this Section 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any amount due Note, and such holder pays such liability, then the Company will promptly reimburse such holder for such payment (including any related interest or penalties to the Administrative Agent extent such interest or penalties arise by virtue of a default or delay by the Company) upon demand by such holder accompanied by an official receipt (or a duly certified copy thereof) issued by the taxation or other authority of the relevant Taxing Jurisdiction.
(h) If the Company makes payment to or for the account of any holder of a Note and such holder is entitled to a refund of the Tax to which such payment is attributable upon the making of a filing (other than a Form described above), then such holder shall, as soon as practicable after receiving written request from the Company (which shall specify in reasonable detail and supply the refund forms to be filed) use reasonable efforts to complete and deliver such refund forms to or as directed by the Company, subject, however, to the same limitations with respect to Forms as are set forth above.
(i) The obligations of the Company under this clause (ii). The agreements in this clause (ii) Section 13 shall survive the resignation and/or replacement payment or transfer of any Note and the provisions of this Section 13 shall also apply to successive transferees of the Administrative Agent, Notes.
(j) By acceptance of any assignment of rights by, or the replacement of, a Lender or an L/C IssuerNote, the termination holder of such Note agrees that such holder will from time to time with reasonable promptness duly complete and deliver to or as reasonably directed by the Company (1) in the case of any such holder that is a U.S. Person, such holder’s United States tax identification number or other Forms reasonably requested by the Company necessary to establish such holder’s status as a U.S. Person under FATCA and as may otherwise be necessary for the Company to comply with its obligations under FATCA and (2) in the case of any such holder that is not a U.S. Person, such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Commitments Code) and such additional documentation as may be necessary for the repaymentCompany to comply with its obligations under FATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder. Nothing in this Section 13(j) shall require any holder of the Notes to provide information that is confidential or proprietary to such holder unless such information is prescribed by applicable law for the Company to comply with its obligations under FATCA and, satisfaction or discharge of in such event, the Company shall treat all other Obligationssuch information as confidential.
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Tax Indemnification. The Buyer agrees (i) Without limiting the provisions of subsection (a) to assume any and all obligations imposed now or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of hereafter by any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise applicable tax law with respect to any Loan Document payment or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by distribution of the relevant Governmental Authority. A certificate as Escrow Funds to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent)Buyer, or by the Administrative Agent on its own behalf or on behalf performance of a Lender or an L/C Issuerother activities under this Agreement, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting to instruct the provisions Escrow Agent in writing with respect to the Escrow Agent’s responsibility for withholding and other taxes, assessments or other governmental charges with respect to any payment or distribution of subsection (a) or (b) above, each Lender and L/C Issuer shallthe Escrow Funds to the Buyer, and do herebyto instruct the Escrow Agent with respect to any certifications and governmental reporting that may be required under any laws or regulations that may be applicable in connection with its acting as Escrow Agent under this Agreement, by virtue of the Buyer’s status as an Interested Party, and (iii) to indemnify and shall make payment hold the Escrow Agent harmless from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against the Escrow Agent in respect thereofconnection with, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender on account of or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance Escrow Funds, the management established hereby, any payment or distribution of a Participant Register and or from the Escrow Funds to the Buyer pursuant to the terms hereof or other activities performed under the terms of this Agreement, including without limitation any liability for the withholding or deduction of (zor the failure to withhold or deduct) the Administrative Agent same, and the Credit Parties, as applicable, against any Excluded Taxes attributable liability for failure to such Lender obtain proper certifications or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party to report properly to governmental authorities in connection with this Agreement, including costs and expenses (including reasonable legal fees and expenses), interest and penalties. The Sellers agree (i) to assume any Loan Documentand all obligations imposed now or hereafter by any applicable tax law with respect to any payment or distribution of the Escrow Funds to the Sellers, (ii) to instruct the Escrow Agent in writing with respect to the Escrow Agent’s responsibility for withholding and other taxes, assessments or other governmental charges with respect to any payment or distribution of the Escrow Funds to the Sellers, and to instruct the Escrow Agent with respect to any certifications and governmental reporting that may be required under any laws or regulations that may be applicable in connection with its acting as Escrow Agent under this Agreement, by virtue of the Buyer’s status as an Interested Party, and (iii) to indemnify and hold the Escrow Agent harmless from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against the Escrow Agent in connection with, on account of or relating to the Escrow Funds, the management established hereby, any payment or distribution of or from the Escrow Funds to the Sellers pursuant to the terms hereof or other activities performed under the terms of this Agreement, including without limitation any liability for the withholding or deduction of (or the failure to withhold or deduct) the same, and any liability for failure to obtain proper certifications or to report properly to governmental authorities in connection with this Agreement, including costs and expenses (including reasonable expenses arising therefrom or with respect theretolegal fees and expenses), 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 interest and 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 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 clause (ii)penalties. The indemnifications and agreements to hold harmless set forth in this clause (ii) Section 8 shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligationsthis Agreement.
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Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do herebydoes hereby agree to, severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable by such Loan Party under this Section 3.014.02) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Company by a Lender or an L/C Issuer Party (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerIssuing Bank, shall be conclusive absent manifest error. Each For the avoidance of doubt, no Loan Party that is a Foreign Subsidiary shall be required to make any payments pursuant to this Section 4.02 in respect of any obligation of the Credit Parties Company or any Domestic Subsidiary under any Loan Document.
(ii) Each Lender Party shall, and does hereby, indemnify the Administrative Agentseverally indemnify, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer Party (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d10.07(c) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C IssuerParty, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 and L/C Issuer Party hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, Party under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Revolving Credit Agreement (Gap Inc)
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect theretothereto (except for any such penalties, interest and reasonable expenses to the extent attributable to the gross negligence or willful misconduct of such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related theretoRecipient), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Company by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and each L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C IssuerXxxxxx’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, hereby indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days thirty days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) required to be withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.013.01(a)) or payable or paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent or Xxxxxx, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender during the period of 30 days following the date such Lender fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. .
(ii) Each of the Credit Parties Lender shall, and does hereby, indemnify the Administrative Agentseverally indemnify, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C IssuerXxxxxx’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 and 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 such L/C Issuer, as the case may be, under this Agreement or any other Loan Document Documents against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each of the Credit Loan Parties shall, and do does hereby, jointly and severally, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative AgentAgent or such Lender, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent or such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Loan Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each Lender and L/C Issuer shall, and do hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Loan Parties and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 error3.01(e). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.. 51
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, each applicable Borrower shall indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid or payable by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent a Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a), (b) or (bc)(i) above, each Lender and each L/C Issuer shallshall indemnify each applicable Borrower, and do hereby, indemnify and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, (x) the Administrative Agent against any Indemnified and all Excluded Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation imposed in respect of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed that are incurred by or asserted against such Borrower by any Governmental Authority as a result of the relevant Governmental Authority. A certificate failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to the amount of be delivered by such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and 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 such L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due Borrower pursuant to the Administrative Agent under this clause subsection (iie). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Credit Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each L/C Issuer shall, and do does hereby, indemnify each Credit Party and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for such Credit Party or the Administrative Agent) incurred by or asserted against such Credit Party or the Administrative Agent against by any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation Governmental Authority as a result of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to by such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer, as the case may be, to such Credit Party or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). Each Lender and 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 such L/C Issuer, as the case may be, under this Credit Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable Governmental Authority as a result of the failure by such Lender, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer (but only Lender, as the case may be, to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 such L/C IssuerLender, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Sunpower Corp)
Tax Indemnification. (a) If the payments and benefits pursuant to this Agreement, either alone or together with other payments and benefits which the Executive has the right to receive from the Company and its subsidiaries (including, without limitation, the payments and benefits which the Executive would have the right to receive from the Bank pursuant to Section 9 of the Bank Employment Agreement), would constitute a “parachute payment” as defined in Section 280G(b)(2) of the Code (the “Initial Parachute Payment”), then the Company shall pay to the Executive, at the time such payments or benefits are paid and subject to applicable withholding requirements, a cash amount equal to the sum of the following:
(i) Without limiting the provisions of subsection twenty (a20) or percent (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuerother percentage equal to the tax rate imposed by Section 4999 of the Code) of the amount by which the Initial Parachute Payment exceeds the Executive’s “base amount” from the Company and its subsidiaries, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable defined in respect of any payments by or on account of any obligation Section 280G(b)(3) of the Credit Parties hereunder or under any other Loan Document or otherwise Code, with respect the difference between the Initial Parachute Payment and the Executive’s base amount being hereinafter referred to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by as the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.“Initial Excess Parachute Payment”;
(ii) Without limiting such additional amount (tax allowance) as may be necessary to compensate the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make Executive for the payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with Executive of state and federal income and excise taxes on the payment provided under clause (i) above and on any Loan 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 and 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 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 payments under this clause (ii). The agreements in this In computing such tax allowance, the payment to be made under clause (iii) above shall survive be multiplied by the resignation and/or replacement “gross up percentage” (“GUP”). The GUP shall be determined as follows: GUP = 1- Tax Rate The Tax Rate for purposed of computing the GUP shall be the highest marginal federal and state income and employment-related tax rate (including Social Security and Medicare taxes), including any applicable excise tax rate, applicable to the Executive in the year in which the payment under clause (i) above is made, and shall also reflect the phase-out of deductions and the ability to deduct certain of such taxes.
(b) Notwithstanding the foregoing, if it shall subsequently be determined in a final judicial determination or a final administrative settlement to which the Executive is a party that the actual excess parachute payment as defined in Section 280G(b)(1) of the Administrative AgentCode is different from the Initial Excess Parachute Payment (such different amount being hereafter referred to as the “Determinative Excess Parachute Payment”), any assignment of rights by, then the Company’s independent tax counsel or accountants shall determine the amount (the “Adjustment Amount”) which either the Executive must pay to the Company or the replacement ofCompany must pay to the Executive in order to put the Executive (or the Company, a Lender as the case may be) in the same position the Executive (or an L/C Issuerthe Company, as the case may be) would have been if the Initial Excess Parachute Payment had been equal to the Determinative Excess Parachute Payment. In determining the Adjustment Amount, the termination independent tax counsel or accountants shall take into account any and all taxes (including any penalties and interest) paid by or for the Executive or refunded to the Executive or for the Executive’s benefit. As soon as practicable after the Adjustment Amount has been so determined, the Company shall pay the Adjustment Amount to the Executive or the Executive shall repay the Adjustment Amount to the Company, as the case may be.
(c) In each calendar year that the Executive receives payments of benefits that constitute a parachute payment, the Executive shall report on his state and federal income tax returns such information as is consistent with the determination made by the independent tax counsel or accountants of the Commitments Company as described above. The Company shall indemnify and hold the Executive harmless from any and all losses, costs and expenses (including without limitation, reasonable attorneys’ fees, interest, fines and penalties) which the Executive incurs as a result of so reporting such information. The Executive shall promptly notify the Company in writing whenever the Executive receives notice of the institution of a judicial or administrative proceeding, formal or informal, in which the federal tax treatment under Section 4999 of the Code of any amount paid or payable under this Section 12 is being reviewed or is in dispute. The Company shall assume control at its expense over all legal and accounting matters pertaining to such federal tax treatment (except to the extent necessary or appropriate for the Executive to resolve any such proceeding with respect to any matter unrelated to amounts paid or payable pursuant to this Section 12) and the repayment, satisfaction Executive shall cooperate fully with the Company in any such proceeding. The Executive shall not enter into any compromise or discharge settlement or otherwise prejudice any rights the Company may have in connection therewith without the prior consent of all other Obligationsthe Company.
Appears in 1 contract
Samples: Employment Agreement (Tierone Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after written demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. Buyer and Sellers agree, jointly and severally, (i) Without limiting the provisions of subsection (a) to assume any and all obligations imposed now or (b) above, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of hereafter by any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise applicable tax law with respect to any Loan Document payment or distribution of the Escrow Funds or performance of other activities related theretounder this Agreement, (ii) to instruct the Escrow Agent in writing with respect to the Escrow Agent’s responsibility for withholding and other taxes, assessments or other governmental charges which apply to Buyer or Sellers, and to instruct the Escrow Agent with respect to any certifications and governmental reporting that may be required under any laws or regulations that may be applicable in connection with its acting as Escrow Agent under this Agreement other than laws or regulations applicable to escrow agents generally, and (iii) to indemnify and hold the Escrow Agent harmless from any liability or obligation on account of taxes, assessments, additions for late payment, interest, penalties, expenses and other governmental charges that may be assessed or asserted against the Escrow Agent in connection with, on account of or relating to the Escrow Funds, the management established hereby, any payment or distribution of or from the Escrow Funds pursuant to the terms hereof or other activities performed under the terms of this Agreement, including without limitation any liability for the withholding or deduction of (or the failure to withhold or deduct) the same, and any liability for failure to obtain proper certifications or to report properly to governmental authorities in connection with this Agreement, including costs and expenses (including reasonable legal fees and expenses), interest and penalties. Buyer and Sellers agree that any payments made to Escrow Agent under the indemnification obligation in this Section, whether made by Buyer and Sellers or any of them, are to be borne (i) fifty (50%) percent by Buyer and (ii) fifty (50%) percent by Sellers and hereby grant to each other a right of contribution to effect the same; provided, however, this sentence shall not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by affect the relevant Governmental Authority. A certificate as joint and several obligations of Buyer and Sellers to Escrow Agent under this Agreement and provided further that if either party does not pay any amount for which it is liable pursuant to the indemnification obligations in this Section, Escrow Agent is hereby authorized and directed to withhold such amount from any disbursement of any Escrow Funds to such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required party pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender 2 and L/C Issuer shall, and do hereby, indemnify and shall make payment to apply such amount in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 satisfaction of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and 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 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 clause (ii)party’s indemnification obligations. The agreements in this clause (ii) foregoing indemnification and agreement to hold harmless shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligationsthis Agreement.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders) arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(iii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and reasonable expenses (xincluding the reasonable fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 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 clause (ii). If the Borrower has made an indemnification payment to the Administrative Agent pursuant to subsection (c)(i) above for any such amount due to the Administrative Agent under this clause (ii), the Administrative Agent shall, promptly following the exercise of the foregoing set-off right, refund such indemnification payment to the Borrower. The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, The Borrower shall indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below. Upon making such payment to the Administrative Agent, the Borrower shall be subrogated to the rights of the Administrative Agent pursuant to Section 3.01(c)(ii) below against the applicable defaulting Lender (other than the right of set off pursuant to the last sentence of Section 3.01(c)(ii)).
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have 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) and ), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit PartiesBorrower, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party the Borrower in connection with any Loan Document, and any penalties, interest and 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Panera Bread Co)
Tax Indemnification. (i) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative AgentAgent or such Lender, as the case may be, or required to be withheld or deducted from a payment to the Administrative Agent or such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrower hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each Lender and L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 error3.01(e). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties shall, and do hereby, Borrower shall indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent (to the extent that such amounts have not been paid by the Borrower under subsection (a) above) or paid in connection with any Loan Document by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability and setting forth in reasonable detail the calculation and basis for such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each L/C Issuer shall, and do does hereby, indemnify the Borrower and, to the extent not otherwise indemnified by the Borrower hereunder, the Administrative Agent and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation Governmental Authority as a result of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to by such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an such L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive conclusive, absent manifest error. Each of the Credit Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Ad ministrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorSection 3.01(e). Each Lender and the L/C Issuer hereby authorizes authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Hcp, Inc.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days thirty days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by the Loan Parties or the Administrative Agent (without duplication of any gross-up amount paid by a Loan Party pursuant to Section 3.013.01(a)) or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, other than any such amounts arising as a result of the gross negligence or willful misconduct of the Administrative Agent, Lender or L/C Issuer, as determined by a final and nonappealable judgment of a court of competent jurisdiction. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection; provided that prior to making any such demand on the Loan Parties the Administrative Agent agrees to exercise its right pursuant to clause (ii) of this subsection to set off and apply all amounts paid by the Loan Parties to the Administrative Agent for the account of such Lender or the L/C Issuer, as the case may be, during the period of 30 days following the date such Lender or the L/C Issuer, as the case may be, fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate certificate, prepared in good faith as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. .
(ii) Each of Lender and the Credit Parties L/C Issuer shall, and does hereby, indemnify the Administrative Agentseverally indemnify, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such the L/C Issuer, as the case may be, under this Agreement or any other Loan Document Documents against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting If the provisions of subsection (a) Borrower fails to pay any Taxes when due to the appropriate Governmental Authority or (b) above, the Credit Parties shall, and do hereby, indemnify fails to remit to the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for its account or the full amount account of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuerrespective Lender, as the case may be, the required receipts or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any penaltiesincremental Taxes, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are penalties that may become payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf any Lender as a result of any such failure. For purposes of this Section, a distribution hereunder by the Administrative Agent or any Lender to or for the account of any Lender shall be deemed a payment by the Borrower. Tax Forms. Prior to the date that any Lender or Participant organized under the laws of a jurisdiction outside the United States of America becomes a party hereto, such Person shall deliver to the Borrower and the Administrative Agent such certificates, documents or other evidence, as required by the Internal Revenue Code or Treasury Regulations issued pursuant thereto (including Internal Revenue Service Forms W-8ECI and W-8BEN, as applicable, or appropriate successor forms), properly completed, currently effective and duly executed by such Lender or an L/C Issuer, shall be conclusive absent manifest errorParticipant establishing that payments to it hereunder and under the Notes are (i) not subject to United States Federal backup withholding tax and (ii) not subject to United States Federal withholding tax under the Code. Each such Lender or Participant shall (x) deliver further copies of such forms or other appropriate certifications on or before the date that any such forms expire or become obsolete or after the occurrence of any event requiring a change in the most recent form delivered to the Borrower and (y) obtain such extensions of the Credit Parties shalltime for filing, and does hereby, indemnify renew such forms and certifications thereof as may be reasonably requested by the Borrower or the Administrative Agent, and . The Borrower shall make payment in respect thereof within ten (10) Business Days after demand therefor, for not be required to pay any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions last sentence of subsection (a) above to any Lender or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) Participant that is organized under the laws of a jurisdiction outside of the United States of America or the Administrative Agent against any Indemnified Taxes attributable to Agent, if it is organized under the laws of a jurisdiction outside of the United States of America, if such Lender Lender, Participant or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure Agent, as applicable, fails to comply with the provisions requirements of Section 10.06(d) relating this subsection. If any such Lender or Participant fails to deliver the maintenance of a Participant Register and (z) above forms or other documentation, then the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable may withhold from such payment to such Lender or such L/C Issuer, in each case, amounts as are required by the Internal Revenue Code. If any Governmental Authority asserts that are payable or paid by the Administrative Agent did not properly withhold or a Credit Party in connection with any Loan 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 and 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 such L/C Issuerbackup withhold, as the case may be, under this Agreement any tax or other amount from payments made to or for the account of any other Loan Document against Lender, such Lender shall indemnify the Administrative Agent therefor, including all penalties and interest, any amount due taxes imposed by any jurisdiction on the amounts payable to the Administrative Agent under this clause Section, and costs and expenses (ii)including all fees and disbursements of any law firm or other external counsel and the allocated cost of internal legal services and all disbursements of internal counsel) of the Administrative Agent. The agreements in obligation of the Lenders and Participants under this clause (ii) Section shall survive the termination of the Commitments, repayment of all Obligations and the resignation and/or or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.. UNENCUMBERED POOL PROPERTIES
Appears in 1 contract
Samples: Credit Agreement (Equity One Inc)
Tax Indemnification. All payments on the Purchased Receivables from the Account Debtors and payments from Seller or Services to Purchaser hereunder will be made free and clear of any present or future taxes, withholdings or other deductions whatsoever. Each Seller will, jointly and severally, indemnify the Purchaser for any such taxes, withholdings or deductions (except as provided in this Section 7(b)) as well as any transfer tax, stamp duty or any similar tax or duty on documents or the transfer of title to property arising in the context of the Transaction Documents which has not been paid by a Seller. Further, each Seller shall pay, and indemnify and hold the Purchaser harmless from and against, any taxes that may at any time be asserted in respect of the Purchased Receivables (including any sales, occupational, excise, gross receipts, personal property, privilege or license taxes, or withholdings, but not including taxes excluded in this Section 7(b)) and costs, expenses and reasonable counsel fees in defending against the same, whether arising by reason of the acts to be performed by a Seller under the Transaction Documents or otherwise. If any such taxes are required to be paid, such Seller shall promptly pay such tax and shall promptly send evidence reasonably acceptable to the Purchaser confirming the payment of any such taxes. Seller shall not be responsible for (i) Without limiting Purchaser’s income, gross receipts, net worth, capital, franchise, doing business or similar taxes imposed as a result of the provisions Purchaser (1) being organized under the laws of subsection (a) the jurisdiction imposing such tax or (b2) abovehaving any other present or former connection with the jurisdiction imposing such tax (other than connections arising from the Purchaser having executed, the Credit Parties shalldelivered, and do herebybecome a party to, indemnify the Administrative Agentperformed its obligations under, each Lender and each L/C Issuerreceived payments under, and shall make payment or engaged in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes other transaction pursuant to or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or enforced under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative AgentTransaction Document), or (iii) taxes resulting from (1) a transfer or other disposition by Purchaser of all or any portion of its interest in the Administrative Agent on Purchased Receivables to any Person other than Seller or its own behalf Affiliates, (2) the gross negligence or on behalf willful misconduct of Purchaser as determined in a final non-appealable judgment by a court of competent jurisdiction, or (3) any certification or statement of the Purchaser under the Transaction Documents proving to have been incorrect in any material respect when made or deemed to be made. Concurrently with the execution of this Agreement (and from time to time thereafter upon the reasonable request of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of Seller) the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly Purchaser will deliver to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent Company an executed IRS Form W-9 certifying that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other ObligationsPurchaser is exempt from U.S. federal backup withholding tax.
Appears in 1 contract
Samples: Master Receivables Purchase Agreement (Scotts Miracle-Gro Co)
Tax Indemnification. 4856-8235-6738 v.5
(i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: March Maturity Credit Agreement (Tennessee Valley Authority)
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive conclusive, absent manifest error. Each of the Credit Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and the L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C IssuerXxxxxx’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, but without duplication, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuerthe Issuing Lender, and shall make payment in respect thereof, thereof within ten (10) Business Days 57 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuerthe Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Credit Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuerthe Issuing Lender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer the Issuing Lender shall, and do does hereby, indemnify and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, (x) the Administrative Agent against (i) any Indemnified Taxes attributable to such Lender or such L/C Issuer the Issuing Lender (but only to the extent that the any Credit Parties have 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 ), (yii) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.3(d) relating to the maintenance of a Participant Register and (ziii) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuerthe Issuing Lender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Credit 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 and L/C Issuer the Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuerthe Issuing Lender, as the case may be, under this Credit Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuerthe Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Credit Party Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection subsections (a) or (b) above, the Credit Parties each Loan Party shall, and do does hereby, on a joint and several basis indemnify the Administrative Agenteach Recipient (and its respective directors, each Lender officers, employees, affiliates and each L/C Issuer, agents) and shall make payment in respect thereof, thereof within ten (10) Business Days 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.013.01(c)) payable or paid by the Administrative Agentsuch Recipient or required to be withheld or deducted from a payment to such Recipient (or its respective directors, such Lender or such L/C Issuerofficers, employees, affiliates and agents), as the case may be, and any penalties, interest and reasonable related expenses and losses arising therefrom or with respect theretothereto (including the fees, to the extent such Indemnified Taxes or Other Taxes are payable in respect charges and disbursements of any payments by counsel or on account of any obligation of other tax advisor for the Credit Parties hereunder Recipient (or under any other Loan Document or otherwise with respect to any Loan Document or activities related theretoits respective directors, officers, employees, affiliates, and agents)), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each .
(ii) Without limiting the provisions of the Credit Parties subsections (a) or (b) above, each Lender shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 30 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(iiagainst (i) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (yii) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (ziii) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes (other than Indemnified Taxes) attributable to such Lender or such L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 such L/C Issuer, as the case may beLender, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, and the termination occurrence of the Commitments and the repayment, satisfaction or discharge of all other ObligationsFacility Termination Date.
Appears in 1 contract
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Loan Parties shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Energen Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the -42- Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, hereby indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within 30 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify each Loan Party and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for such Loan Party or the Administrative Agent) incurred by or asserted against such Loan Party or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to such Loan Party or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting The Parent and the provisions Seller shall jointly and severally indemnify the Purchaser from and against (A) any Income Taxes and Damages for any Pre-Closing Tax Period resulting from, arising out of, relating to or caused by any liability or obligation of subsection any TDI Company or any TDI Subsidiary for Income Taxes of any person other than a TDI Company or a TDI Subsidiary (aw) under Treasury Regulation Section 1.1502-6 (or any similar provision of state, local or foreign law), (x) as a transferee or successor, (y) by contract, or (bz) aboveotherwise, the Credit Parties shall(B) any Income Taxes imposed on any TDI Company or TDI Subsidiary for any Pre-Closing Tax Period, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10C) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes other than Income Taxes) imposed on any TDI Company or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and TDI Subsidiary for any penalties, interest and reasonable expenses arising therefrom or with respect thereto, Pre-Closing Tax Period but only to the extent such Indemnified Taxes in the aggregate exceed $3,200,000.00, (D) any Taxes arising out of or Other Taxes are payable in respect relating to the Asset Purchase Agreement and the transactions contemplated thereby, and (E) any breach of any payments by or on account of any covenant in this Section 4.6. The Parent’s and the Seller’s obligation of to indemnify the Credit Parties hereunder or under any other Loan Document or otherwise Purchaser with respect to any Loan Document or activities related thereto, whether or not Tax resulting from a Tax Matter shall be discharged to the extent that the Parent’s and the Seller’s defense of such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted Tax Matter is prejudiced by the relevant Governmental AuthorityPurchaser’s failure to comply with Section 4.6(f) of this Agreement. A certificate as The Parent and the Seller shall discharge their obligation to indemnify the Purchaser against such Pre-Closing Tax Period Tax by paying to the Purchaser an amount equal to the amount of any such Tax; provided, however, that if the Purchaser provides the Parent or the Seller with written notice of a Pre-Closing Tax Period Tax at least 30 days prior to the date on which the relevant Tax is required to be paid by the Purchaser or the applicable TDI Company, the Parent and the Seller shall, if and to the extent that it is liable for such Tax hereunder, discharge their obligation to indemnify the Purchaser against such Tax by paying an amount equal to the amount of such Tax to the relevant Taxing Authority. The Parent or the Seller shall provide the Purchaser evidence of such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) belowrelevant Taxing Authority.
(ii) Without limiting The Purchaser shall indemnify the provisions Parent and the Seller from and against (A) any Taxes (other than Income Taxes) and Damages imposed on the Purchaser, any TDI Company, any TDI Subsidiary or any affiliate of subsection the Purchaser for any Tax Period provided that, with respect to Taxes (aother than Income Taxes) or attributable to a Pre-Closing Tax Period, only to the extent such Taxes in the aggregate do not exceed $3,200,000.00, (bB) above, each Lender any Income Taxes and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, Damages for any Post-Closing Tax Period imposed on (x) the Administrative Agent against any Indemnified Taxes Parent or the Seller attributable to such Lender any TDI Company or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and TDI Subsidiary or (y) any TDI Company or TDI Subsidiary, (C) Taxes attributable and Damages arising from a transaction not in the ordinary course of business occurring on the Closing Date after the Purchaser’s purchase of the Shares, (D) any Taxes and Damages resulting from a Section 338(g) election, and (E) any breach of any covenant in this Section 4.6. The Purchaser shall discharge its obligation to indemnify the Parent and the Seller against such Lender’s or such L/C Issuer’s failure to comply with the provisions of Tax under this Section 10.06(d4.6(g)(ii) relating by paying to the maintenance of a Participant Register and (z) Parent or the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 Seller an amount equal to the amount of such payment Tax; provided, however, that if the Parent or liability delivered the Seller provides the Purchaser with written notice of a Tax under this Section 4.6(g)(ii) at least 30 days prior to any Lender the date on which the relevant Tax is required to be paid by the Administrative Agent Parent or the Seller, the Purchaser shall, if and to the extent that it is liable for such Tax hereunder, discharge its obligation to indemnify the Parent and the Seller against such Tax by paying an amount equal to the amount of such Tax to the relevant Taxing Authority. The Purchaser shall provide the Parent or the Seller evidence of such payment to the relevant Taxing Authority. Any payment required to be made under this paragraph shall be conclusive absent manifest error. Each Lender and L/C Issuer hereby authorizes made not later than 30 days after the Administrative Agent to set off and apply receipt of written notice that any and all amounts at any time owing to such Lender or 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other ObligationsTax has been incurred.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection subsections (a) or (b) above, the Credit Parties each Loan Party shall, and do does hereby, on a joint and several basis indemnify the Administrative Agenteach Recipient (and its respective directors, each Lender officers, employees, affiliates and each L/C Issuer, agents) and shall make payment in respect thereof, thereof within ten (10) Business Days 30 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.013.01(c)) payable or paid by the Administrative Agentsuch Recipient or required to be withheld or deducted from a payment to such Recipient (or its respective directors, such Lender or such L/C Issuerofficers, employees, affiliates and agents), as the case may be, and any penalties, interest and reasonable related expenses and losses arising therefrom or with respect theretothereto (including the fees, to the extent such Indemnified Taxes or Other Taxes are payable in respect charges and disbursements of any payments by counsel or on account of any obligation of other tax advisor for the Credit Parties hereunder Recipient (or under any other Loan Document or otherwise with respect to any Loan Document or activities related theretoits respective directors, officers, employees, affiliates, and agents)), whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection subsections (a) or (b) above, each Lender and the L/C Issuer severally shall, and do does hereby, indemnify Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days 30 days after demand therefor, against (xi) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (yii) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (ziii) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes (other than Indemnified Taxes) attributable to such Lender or such L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 or L/C Issuer by the Administrative Agent 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 or such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, Issuer and the termination occurrence of the Commitments and the repayment, satisfaction or discharge of all other ObligationsFacility Termination Date.
Appears in 1 contract
Samples: Credit Agreement (CardConnect Corp.)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrowers hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties Borrowers shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender Agent and each L/C IssuerLender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender Agent or such L/C IssuerLender, as the case may be, and any penalties, interest and reasonable expenses (including the reasonable fees, charges and disbursements of any counsel for the Administrative Agent and the Lenders) arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do does hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and reasonable expenses (xincluding the reasonable fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and 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 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 clause (ii). If the Borrower has made an indemnification payment to the Administrative Agent pursuant to subsection (c)(i) above for any such amount due to the Administrative Agent under this clause (ii), the Administrative Agent shall, promptly following the exercise of the foregoing set-off right, refund such indemnification payment to the Borrower. The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C IssuerLender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Loan Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Loan Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, indemnify the Loan Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower or the Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent pursuant to subsection (e) and, with respect to the Borrower, any amounts paid by the Administrative Agent or a Credit Party in connection with any Loan 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 Borrower to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorpursuant to the penultimate sentence of clause (i) above. 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Newport Corp)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties The Borrower shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the applicable L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties The Borrower shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an the applicable L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and each L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have 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) and ), (y) the Administrative Agent and the Borrower, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit PartiesBorrower, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party the Borrower in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Energen Corp)
Tax Indemnification. (a) All payments whatsoever under the Note Documents will be made by the Note Parties in Euro free and clear of, and without liability for withholding or deduction for or on account of, any present or future Taxes of whatever nature imposed or levied by or on behalf of any jurisdiction (or any political subdivision or tax authority of or in such jurisdiction) (each, a “Taxing Jurisdiction”), unless the withholding or deduction of such Tax is compelled by Law.
(b) If any deduction or withholding for any Tax of a Taxing Jurisdiction shall at any time be required in respect of any amounts to be paid by a Note Party under a Note Document, the Note Party will pay to the relevant Taxing Jurisdiction the full amount required to be withheld, deducted or otherwise paid before penalties attach thereto or interest accrues thereon and pay to each holder of a Note such additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts paid to such holder pursuant to the terms of the relevant Note Document after such deduction, withholding or payment (including any required deduction or withholding of Tax on or with respect to such Additional Amount) shall be not less than the amounts then due and payable to such holder under the terms of the relevant Note Document before the deduction or withholding of such Tax, provided that no payment of any Additional Amounts shall be required to be made for or on account of:
(i) Without limiting any Tax that would not have been imposed but for the provisions existence of subsection any present or former connection between such holder (aor a fiduciary, settlor, beneficiary, member of, shareholder of, or possessor of a power over such holder, if such holder is an estate, trust, partnership or corporation or any Person other than the holder to whom the Notes or any amount payable thereon is attributable for purposes of such Tax) and the Taxing Jurisdiction, other than the mere holding of the relevant Note or (b) above, the Credit Parties shall, and do hereby, indemnify receipt of payments under any Note Document or in respect thereof or the Administrative Agent, each Lender and each L/C Issuer, and shall make payment exercise of remedies in respect thereof, within ten including such holder (10or such other Person described in the above parenthetical) Business Days being or having been a citizen or resident thereof, or being or having been present or engaged in a trade or business therein or having or having had an establishment, office, fixed base or branch therein, provided that this exclusion shall not apply with respect to a Tax that would not have been imposed but for a Note Party, after written demand thereforthe Purchase Date, opening an office in, moving an office to, reincorporating in, or changing the Taxing Jurisdiction from or through which payments on account of this Agreement or the Notes are made to, the Taxing Jurisdiction imposing the relevant Tax; or
(ii) any Tax that is imposed pursuant to FATCA.
(c) If the Notes cease to be listed on an exchange designated as a “recognised stock exchange” for the full amount purposes of section 1005 of the Income Tax Xxx 0000 of the United Kingdom (or any successor provision) or there is a Change in Tax Law (as defined in Section 8.3(d)) resulting in the repeal or other withdrawal of section 882 of the Income Tax Xxx 0000 of the United Kingdom (or any successor provision), each holder of a Note will, upon receipt of a written request from the Company, use reasonable efforts to provide or file (or in the case of procedural formalities, complete), as soon as reasonably practicable and in any event within 30 days of the receipt of such request, any form, certification, document or return (“Forms”) including, where applicable, a QPP Certificate, or procedural formalities reasonably requested by the Company that such holder is legally entitled to provide or file (or in the case of procedural formalities, complete) to the extent that such Form (or completion of procedural formalities) is necessary to eliminate or reduce any applicable withholding tax under the laws of the United Kingdom or a Treaty.
(d) A Note Party will furnish to the holders of Notes, promptly and in any event within 60 days after the date of any Indemnified Taxes payment by the Note Party of any Tax in respect of any amounts paid under a Note Document, the original tax receipt issued by the relevant taxation or Other Taxes other authorities involved for all amounts paid as aforesaid (or, if such original tax receipt is not available or must legally be kept in the possession of the Company, a duly certified copy of the original tax receipt or any other reasonably satisfactory evidence of payment), together with such other documentary evidence with respect to such payments as may be reasonably requested from time to time by any holder of a Note.
(e) If (i) the Note Party is required by any applicable Law, as modified by the practice of the taxation or other authority of any relevant Taxing Jurisdiction, to make any deduction or withholding of any Tax in respect of which the Note Party would be required to pay any Additional Amount under this Article 13, but for any reason does not make such deduction or withholding with the result that a liability in respect of such Tax is assessed directly against the holder of any Note, and such holder pays such liability, or (ii) the holder determines (acting reasonably and in good faith) that it has suffered or will suffer (directly or indirectly) any loss, liability or cost for or on account of Tax in respect of a Note Document (other than in respect of any (1) Tax imposed on net income, gains or other measure of profits for Tax purposes, in each case, as a result of a connection described in Section 13.1(b)(i), (2) Tax imposed pursuant to FATCA, (3) Bank Levy, or (4) estate inheritance, gifts, sales, transfer, wealth or personal property Tax or similar Tax), then the Note Party will, in each case, promptly reimburse such holder for such payment, loss, liability or cost (including Indemnified Taxes any related interest or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, penalties to the extent such Indemnified Taxes interest or Other Taxes are payable in respect penalties arise by virtue of a default or delay by the Note Party) upon demand by such holder.
(f) If any payment is made by a Note Party to or for the account of the holder of any payments by Note after withholding or deduction for or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related theretoTaxes, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted and increased payments are made by the relevant Governmental Authority. A certificate as Note Party pursuant to the amount this Article 13, then, if such holder at its sole discretion determines (acting reasonably and in good faith) that it has received or been granted a refund of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent)Taxes, or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties such holder shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and it can do so without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating prejudice to the maintenance retention of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 refund, reimburse to the Note Party such amount as such holder shall, in its sole discretion, determine (acting reasonably and in good faith) to be attributable to relevant Taxes or deduction or withholding. Nothing herein contained shall interfere with the right of the holder of any Note to arrange its tax affairs in whatever manner it thinks fit, and, in particular, no holder of any Note shall be under any obligation to claim relief from its corporate profits or similar Tax liability delivered in respect of such Tax in priority to any Lender by other claims, reliefs, credits or deductions available to it or oblige any holder of any Note to disclose any information relating to its tax affairs or any computations in respect thereof.
(g) Unless the Administrative Agent shall be conclusive absent manifest error. Each Lender and L/C Issuer hereby authorizes context otherwise requires, all references in a Note Document to payments of principal of or interest on the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, under this Agreement Notes or any other Loan amount payable under a Note Document against will be deemed to include any amount due to the Administrative Agent Additional Amounts that are, were or would be payable in respect thereof.
(h) The obligations of each Note Party under this clause (ii). The agreements in this clause (ii) Article 13 shall survive the resignation and/or replacement payment or transfer of any Note and the provisions of this Article 13 shall also apply to successive transferees of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other ObligationsNotes.
Appears in 1 contract
Samples: Note Issuance Facility Agreement (Atlantica Sustainable Infrastructure PLC)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties The Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agentsuch Recipient or required to be withheld or deducted from a payment to such Recipient, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties The Borrower shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.. #89114709v24
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseLender, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrower shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such the L/C Issuer (but only to the extent that the Credit Parties have 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) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit PartiesBorrower, as applicable, against any Excluded Taxes attributable to such Lender or such the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party the Borrower in connection with any Loan 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 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 such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement ofof CHAR1\1952893v1 , a Lender or an the L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agentsuch Recipient or required to be withheld or deducted from a payment to such Recipient, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Company by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties Borrowers shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseLender, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Teledyne Technologies Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the The Credit Parties shall, shall jointly and do hereby, severally indemnify the Administrative Agent, each Lender and each L/C Issuer, Recipient and shall make payment in respect thereof, thereof within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a 68
(ii) Each Lender or an L/C Issuer (with a copy to the Administrative Agent), or by shall severally indemnify the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii(i) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the any Credit Parties have 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 ), (yii) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.5(d) relating to the maintenance of a Participant Register and (ziii) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan Credit 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 and 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 Credit Document or such L/C Issuer, as otherwise payable by the case may be, under this Agreement or Administrative Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (a) Seller shall be liable for and shall pay, and shall indemnify Purchaser and its Affiliates against, all Excluded Taxes.
(b) Purchaser shall be liable for and shall pay, and shall indemnify Seller and its Affiliates against (i) Without limiting any and all Taxes imposed on or payable with respect to the provisions of subsection (a) Acquired Companies or (b) abovethe Business, the Credit Parties shallother than Excluded Taxes, and do (ii) any and all Taxes imposed on 52 Seller or any of its Affiliates as a result of Purchaser's failure to comply with its obligations pursuant to Section 14.8.
(c) Anything herein to the contrary notwithstanding, Purchaser shall be responsible for any and all sales, use, registration, transfer (including all real estate transfer and conveyance and recording fees, if any), goods and services, value added, stamp, stamp duty reserve or other similar Taxes that may be imposed upon, payable, collectible or incurred in connection herewith and the transactions contemplated hereby, indemnify regardless of the Administrative Agent, each Lender Person liable for such Taxes under applicable Law. Seller and each L/C Issuer, and Purchaser shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for use commercially reasonable efforts to minimize the full amount of any Indemnified Taxes such Taxes.
(d) Seller or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such L/C IssuerPurchaser, as the case may be, and shall provide reimbursement for any penaltiesTax paid by one party, interest and reasonable expenses arising therefrom all or with respect thereto, to a portion of which is the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation responsibility of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required party pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid 14.1. Payment by the Administrative Agent or a Credit Party in connection with any Loan 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 indemnifying party of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender and 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 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 clause (ii). The agreements in this clause (ii) Section 14.1 shall survive be made within ten calendar days following written notice by the resignation and/or replacement indemnified party that payment of such amount is due; provided, that, if the Administrative Agent, any assignment of rights by, or the replacement of, indemnified -------- party is required to make a Lender or an L/C Issuerpayment to a taxing authority, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligationsindemnifying party shall not be required to make any payment earlier than three days before such payment is due.
Appears in 1 contract
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Loan Parties shall, and do herebydoes hereby agree to, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) 10 Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable by such Loan Party under this Section 3.014.02) payable or paid by the Administrative Agent, such Lender Recipient or required to be withheld or deducted from a payment to such L/C Issuer, as the case may beRecipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent regardless of whether 129 such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer Party (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. .
(ii) Each of the Credit Parties Lender shall, and does herebyhereby agree to, indemnify the Administrative Agentseverally indemnify, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer shall, and do hereby, indemnify and shall make payment in respect thereof, within ten (10) 10 Business Days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Agent against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d10.07(c) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent in respect of any payment to such Lender by or a Credit on account of any obligation of any Loan Party in connection with under any Loan 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 and L/C Issuer Party hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuer, as the case may be, Party under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Revolving Credit Agreement (Gap Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrower hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorSection 3.01(e). Each Lender and the L/C Issuer hereby authorizes authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Credit Agreement (Hcp, Inc.)
Tax Indemnification. (i) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), the Credit Parties Borrower shall, and do does hereby, indemnify the Administrative Agent, each Lender and each the L/C Issuer, and shall make payment in respect thereof, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) paid by the Administrative Agent, such Lender or such the L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties Borrower hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (aSection 3.01(a) or (b) above3.01(b), each Lender and the L/C Issuer shall, and do hereby, indemnify the Borrower and the Administrative Agent, and shall make payment in respect thereof, within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower and the Administrative Agent) incurred by or asserted against the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorSection 3.01(e). Each Lender and the L/C Issuer hereby authorizes authorize the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an the L/C Issuer, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by such Borrower or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Borrowers shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or such L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent a Borrower by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an the L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each L/C Issuer shall, and do does hereby, indemnify the Borrowers and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrowers or the Administrative Agent) incurred by or asserted against the Borrowers or the Administrative Agent against by any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation Governmental Authority as a result of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to by such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer, as the case may be, to the Borrowers or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). Each Lender and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, but without duplication, the Credit Parties shall, and do hereby, indemnify the Administrative Agent, each Lender and each L/C Issuerthe Issuing Lender, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by the Credit Parties or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuerthe Issuing Lender, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. The Credit Parties shall also, and do hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or the Issuing Lender for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower by a Lender or an L/C Issuer the Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuerthe Issuing Lender, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and L/C Issuer the Issuing Lender shall, and do does hereby, indemnify the Credit Parties and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the fees, charges and disbursements of any counsel for the Borrower orthe Administrative Agent) incurred by or asserted against the Borrower or the Administrative Agent against by any Indemnified Taxes attributable to Governmental Authority as a result of the failure by such Lender or the Issuing Lender, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such L/C Issuer (but only Lender or the Issuing Lender, as the case may be, to the extent that the Credit Parties have not already indemnified Borrower or the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Parties pursuant to do so) and subsection (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each case, that are payable or paid by the Administrative Agent or a Credit Party in connection with any Loan 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 errore). Each Lender and L/C Issuer the Issuing Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or such L/C Issuerthe Issuing Lender, as the case may be, under this Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuerthe Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Tax Indemnification. (i) Without limiting Each of the provisions of subsection (a) or (b) above, the Credit Parties Borrowers shall, and do does hereby, jointly and severally indemnify the Administrative Agent, each Lender and each L/C IssuerRecipient, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by the Administrative Agentsuch Recipient or required to be withheld or deducted from a payment to such Recipient, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Company by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C IssuerLender, shall be conclusive absent manifest error. Each of the Credit Parties Borrowers shall, and does hereby, jointly and severally indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days 10 days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(iii) Without limiting the provisions of subsection (a) or (b) above, each Each Lender and L/C Issuer shall, and do does hereby, indemnify severally indemnify, and shall make payment in respect thereof, thereof within ten (10) Business Days 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have any Loan Party has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Credit Loan Parties to do so) and ), (y) the Administrative Agent and the Loan Parties, as applicable, against any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Loan Parties, as applicable, against any Excluded Taxes attributable to such Lender or such L/C Issuer, in each caseLender, that are payable or paid by the Administrative Agent or a Credit Loan Party in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes #89470657v1 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 and 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 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 clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Samples: Term Loan Credit Agreement (Teledyne Technologies Inc)
Tax Indemnification. (i) Without limiting the provisions of subsection (a) or (b) above, the each Credit Parties Party shall, and do does hereby, indemnify the Administrative Agent, each Lender and each L/C Issuer, and shall make payment in respect thereof, thereof within ten (10) Business Days days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01Section) withheld or deducted by such Credit Party or the Administrative Agent or paid by the Administrative Agent, such Lender or such L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, to the extent such Indemnified Taxes or Other Taxes are payable in respect of any payments by or on account of any obligation of the Credit Parties hereunder or under any other Loan Document or otherwise with respect to any Loan Document or activities related thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Each Credit Party shall also, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to the Parent Borrower Borrowers by a Lender or an L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an L/C Issuer, shall be conclusive absent manifest error. Each of the Credit Parties shall, and does hereby, indemnify the Administrative Agent, and shall make payment in respect thereof within ten (10) Business Days after demand therefor, for any amount which a Lender or an L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 3.01(c)(ii) below.
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and each L/C Issuer shall, and do does hereby, indemnify each Credit Party and the Administrative Agent, and shall make payment in respect thereof, thereof within ten (10) Business Days days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (xincluding the reasonable fees, charges and disbursements of any counsel for such Credit Party or the Administrative Agent) incurred by or asserted against such Credit Party or the Administrative Agent against by any Indemnified Taxes attributable to such Lender or such L/C Issuer (but only to the extent that the Credit Parties have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation Governmental Authority as a result of the Credit Parties to do so) and (y) any Taxes attributable to such Lender’s or such L/C Issuer’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Credit Parties, as applicable, against any Excluded Taxes attributable to by such Lender or such L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or such L/C Issuer, as the case may be, to such Credit Party or the Administrative Agent or a Credit Party in connection with any Loan 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 pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). Each Lender and 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 such L/C Issuer, as the case may be, under this Credit Agreement or any other Loan Credit Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or an L/C Issuer, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
