Borrower Indemnity Clause Samples
POPULAR SAMPLE Copied 195 times
Borrower Indemnity. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower shall indemnify and hold harmless on an after-Tax basis the Lender, the Collateral Agent, the Collateral Custodian, the Securities Intermediary and the Agent and their respective Affiliates, and their respective directors, officers, employees, counsel, agents and attorneys-in-fact and successors in interest (collectively the “Indemnitees”) from and against any and all liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses and disbursements (including all reasonable and documented legal fees and expenses of one law firm plus any local counsel deemed appropriate by such law firm) (all of the foregoing being collectively called “Indemnified Amounts”) incurred by any Indemnitee or asserted against any Indemnitee by any third party or by the Borrower of any kind or nature, which may at any time be imposed on, incurred by or asserted against any such Indemnitee in connection with (i) the execution, delivery and performance by the parties thereto of their respective obligations under this Agreement or any other Transaction Document and the transactions contemplated hereby or thereby, and the consummation and administration of the transactions contemplated hereby and thereby (other than with respect to legal fees and disbursements incurred on or prior to the date hereof), including, without limitation any reasonable and documented out-of-pocket costs and expenses of the Agent in connection with any swap transaction with parties other than the Lender, or (ii) any actual or prospective claim, litigation, investigation or proceeding brought or threatened whether based on contract, tort or any other theory, whether brought by a third party or by the Borrower, and regardless of whether such Indemnitee is designated a party thereto, relating to or arising out of this Agreement or any other Transaction Document or the transactions contemplated hereby and thereby, the Lender’s or the Agent’s activities in connection herewith or therewith or any actual or proposed use of proceeds of loans hereunder; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such liabilities, obligations, losses, damages, penalties, claims, demands, actions, judgments, suits, costs, expenses or disbursements are determined by a court of competent jurisdiction by final and nonappealable j...
Borrower Indemnity. The Borrower shall indemnify the Agents and any Lender for the full amount of Taxes for which additional amounts are required to be paid pursuant to Section 2.15(b) arising in connection with payments made under this Agreement or any other Transaction Document (including any such Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) paid or payable by the Administrative Agent or Lender or any of their respective Affiliates 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 such Credit Party shall be conclusive absent manifest error. Such payment shall be due within ten days of such Credit Party’s receipt of such certificate.
Borrower Indemnity. Borrower shall indemnify and, within ten (10) days of demand therefor, pay Lender for the full amount of Taxes paid by Lender on or with respect to this Agreement or the Notes, or with respect to any payment hereunder or under the Notes, and any liability (excluding penalties and additions to Taxes imposed solely as a result of Lender’s willful misconduct, negligence or violation of law) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally asserted. If Lender receives a refund of all or any part of indemnified Taxes paid by Borrower, Lender shall promptly pay Borrower the amount of such refund.
Borrower Indemnity. BORROWER shall indemnify and hold the AGENT and each BANK (each such Person being called an “Indemnitee”) harmless from and against any and all claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees), or disbursements resulting from: (a) the material inaccuracy of any representation or warranty of BORROWER described in this AGREEMENT or the LOAN DOCUMENTS or any financing statements or other financial information provided to Indemnitee; (b) the breach of any covenant or other obligation of BORROWER described in this AGREEMENT or the LOAN DOCUMENTS (including, but not limited to, BORROWER’s failure to comply with any Environmental Law); (c) Indemnitee’s exercise of any of their rights and remedies described in this AGREEMENT or the LOAN DOCUMENTS; or (d) otherwise pertaining to the NOTES, Material Contracts, this AGREEMENT, or the LOAN DOCUMENTS; provided, however, that BORROWER shall not be required to indemnify any Indemnitee to the extent that any claim is found by a non-appealable order of a court with proper jurisdiction to be due to such Indemnitee’s gross negligence or willful misconduct. BORROWER’s obligations to indemnify and hold Indemnitees harmless shall survive the payment of the LOANS and the OBLIGATIONS and the termination of this AGREEMENT or any other LOAN DOCUMENT.
Borrower Indemnity. The Borrower will indemnify and hold harmless the Administrative Agent, each Issuing Bank and each Lender and each of the foregoing Person’s respective employees, representatives, officers and directors from and against any and all claims, liabilities, obligations, losses (other than loss of profits), damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (including reasonable attorneys’ fees, but excluding Taxes, which shall be governed exclusively by Section 10.3) which may be imposed on, incurred by or asserted against the Administrative Agent, any Issuing Bank or any such Lender in any way relating to or arising out of the issuance of a Letter of Credit, except that the Borrower shall not be liable to the Administrative Agent, any such Issuing Bank or any such Lender for any portion of such claims, liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses, or disbursements resulting from the gross negligence or willful misconduct of the Person seeking indemnification as determined by a non-appealable judicial order. This Section 2.13(l) shall survive termination of this Agreement.
Borrower Indemnity. The Borrower shall indemnify the Administrative Agent and each Lender, within 30 days after demand therefor, for the full amount of Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction or asserted on or attributable to amounts payable under this Section 11.6) payable or paid by any such recipient or required to be withheld or deducted from a payment to such recipient and any reasonable out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted by the relevant Official Body. A certificate as to the amount of such payment or liability submitted by a Lender (with a copy to the Administrative Agent) or by the Administrative Agent on its own behalf or on behalf of a Lender shall be conclusive evidence, absent demonstrated error, of the amount due from the Borrower to such recipient.
Borrower Indemnity. In addition to all such rights of indemnity and subrogation as Guarantors may have under applicable Law, each Borrower agrees that in the event a payment shall be made by any Guarantor under this Guaranty, such Borrower shall indemnify such Guarantor for the full amount of such payment and such Guarantor shall be subrogated to the rights of the Person to whom such payment shall have been made to the extent of such payment.
Borrower Indemnity. The Borrower shall jointly and severally indemnify the Agents and any Lender, as applicable, for the full amount of Indemnified Taxes for which additional amounts are required to be paid by the Borrower pursuant to Section 2.15(b) arising in connection with payments made under this Agreement or any other Transaction Document (including any such Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) paid or payable by the Administrative Agent or Lender or any of their respective Affiliates 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. A certificate as to the amount of such payment or liability and demand must be delivered to such Credit Party and shall be conclusive absent manifest error. Such payment shall be due within ten days of such Credit Party’s receipt of such certificate and demand.
Borrower Indemnity. Borrower shall indemnify Lender, within thirty (30) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by Lender, on or with respect to any payment by or on account of any obligation of Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect 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 such payment or liability delivered to Borrower by Lender shall be conclusive absent manifest error.
Borrower Indemnity. The Borrower shall indemnify the Administrative Agent and any Lender for the full amount of Taxes, other than Excluded Taxes, for which additional amounts are required to be paid pursuant to Section 2.15 arising in connection with payments made under this Agreement or any other Transaction Document and Other Taxes (including any such Taxes or Other Taxes other than Excluded Taxes imposed or asserted on or attributable to amounts payable under this Section 2.15) paid or payable by the Administrative Agent or Lender or any of their respective Affiliates and any reasonable and documented out-of-pocket expenses arising therefrom or with respect thereto, whether or not such Taxes or Other 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 such Credit Party shall be conclusive absent manifest error. Such payment shall be due within ten Business Days of such Credit Party's receipt of such certificate.