Common use of Indemnification by Borrowers Clause in Contracts

Indemnification by Borrowers. Without duplication of any obligation in this Section 2.17, each Borrower shall indemnify each Recipient within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any penalties, interest and 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; provided that no Borrower shall be required to indemnify or reimburse a Recipient pursuant to this Section for any Indemnified Taxes which were, to the knowledge of the Recipient, imposed or asserted more than one hundred and eighty (180) days prior to the date that the applicable Recipient notifies the Borrower of the Indemnified Taxes imposed or asserted and of the Recipient’s intention to claim compensation therefor. For purposes of this Section 2.17(c), a Recipient shall be deemed to have knowledge of any written imposition, assessment, or assertion of Indemnified Taxes received from a Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient shall be conclusive absent manifest error.

Indemnification by Borrowers. Without duplication of any obligation in this Section 2.17, each Borrower Borrowers shall indemnify the Facility Agent and each Recipient Lender, within 10 ten (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 SectionSection 2.15) payable or paid by the Facility Agent or such Recipient or required to be withheld or deducted from a payment to such Recipient Lender, as the case may be, 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; provided that no Borrower shall be required to indemnify or reimburse a Recipient pursuant to this Section for any Indemnified Taxes which were, to the knowledge of the Recipient, imposed or asserted more than one hundred and eighty (180) days prior to the date that the applicable Recipient notifies the Borrower of the Indemnified Taxes imposed or asserted and of the Recipient’s intention to claim compensation therefor. For purposes of this Section 2.17(c), a Recipient shall be deemed to have knowledge of any written imposition, assessment, or assertion of Indemnified Taxes received from a Governmental Authority. A certificate as to identifying in reasonable detail the amount and nature of such payment or liability (including such other evidence thereof as has been received by a Lender or the Facility Agent) delivered to a Borrower by a Recipient Lender (with a copy to the Administrative Facility Agent), or by the Administrative Facility Agent on its own behalf or on behalf of a Recipient Lender, shall be conclusive absent manifest error. If Taxes were not correctly or legally asserted, the Facility Agent or such Lender shall, at the expense of the Borrowers, provide such documents to the Administrative Borrower in form and substance satisfactory to the Facility Agent, as the Administrative Borrower may reasonably request, to enable the applicable Borrower to contest such Taxes pursuant to appropriate proceedings then available to such Borrower (so long as providing such documents shall not, in the good faith determination of the Facility Agent or the Lender, have a reasonable likelihood of resulting in any liability of the Facility Agent or such Lender and doing so is otherwise permitted under applicable law as determined by the Facility Agent or such Lender). This Section 2.15(c) shall not be construed to require the Facility Agent or any Lender to make available its Tax Returns (or any other information relating to its taxes that it deems confidential) to the Borrowers or any other Person.

Indemnification by Borrowers. Without duplication of any obligation in this Section 2.17Subject to the immediately following paragraph, Borrowers shall, jointly and severally, indemnify Administrative Agent and each Borrower shall indemnify each Recipient Lender, within 10 ten (10) days after 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) payable or paid by Administrative Agent or such Recipient or required to be withheld or deducted from a payment to such Recipient Lender, as the case may be, 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; provided that no Borrower shall be required to indemnify or reimburse a Recipient pursuant to this Section for any Indemnified Taxes which were, to the knowledge of the Recipient, imposed or asserted more than one hundred and eighty (180) days prior to the date that the applicable Recipient notifies the Borrower of the Indemnified Taxes imposed or asserted and of the Recipient’s intention to claim compensation therefor. For purposes of this Section 2.17(c), a Recipient shall be deemed to have knowledge of any written imposition, assessment, or assertion of Indemnified Taxes received from a Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower Borrowers by a Recipient Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient Lender, shall be conclusive absent manifest error. Borrowers will not be required to pay any additional amounts in respect of United States Federal income Tax pursuant to this Section 3.01 to any Lender for the account of any Lending Office of a Lender: (i) if the obligation to pay such additional amounts would not have arisen but for a failure by such Lender to comply with its obligations under Section 3.01(e) in respect of such Lending Office; (ii) if such Lender shall have delivered to Borrowers a Form W-8ECI in respect of such Lending Office pursuant to Section 3.01(e), and such Lender shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by Borrowers hereunder for the account of such Lending Office for any reason other than a change in United States law or regulations or in the official interpretation of such law or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form W-8ECI; or (iii) if the Lender shall have delivered to Borrowers a Form W-8BEN in respect of such Lending Office pursuant to Section 3.01(e), and such Lender shall not at any time be entitled to exemption from deduction or withholding of United States Federal income tax in respect of payments by the Borrower hereunder for the account of such Lending Office for any reason other than a change in United States law or regulations or any applicable Tax treaty or regulations or in the official interpretation of any such law, treaty or regulations by any Governmental Authority charged with the interpretation or administration thereof (whether or not having the force of law) after the date of delivery of such Form W-8BEN.

Indemnification by Borrowers. Without duplication of any obligation in this additional amounts paid pursuant to Section 2.172.16(a), each Borrower shall indemnify the Administrative Agent, each Recipient Lender and each Issuing Lender, within 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) payable or for which such Borrower is responsible pursuant to this Agreement and that were paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipient Issuing Lender, as the case may be, 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; , provided that no if any Borrower determines that any such Indemnified Taxes or Other Taxes were not correctly or legally imposed or asserted, the Administrative Agent, the relevant Lender or the relevant Issuing Lender, as applicable, shall allow such Borrower to contest (and shall cooperate in such contest), the imposition of such Tax upon the reasonable request of such Borrower and at such Borrower’s expense; provided, however, that the Administrative Agent, the relevant Lender or the relevant Issuing Lender, as applicable, shall not be required to indemnify participate in any contest that would, in its reasonable judgment, expose it to a material commercial disadvantage or reimburse a Recipient pursuant require it to this Section for disclose any Indemnified Taxes which were, to the knowledge of the Recipient, imposed information it considers confidential or asserted more than one hundred and eighty (180) days prior to the date that the applicable Recipient notifies the Borrower of the Indemnified Taxes imposed or asserted and of the Recipient’s intention to claim compensation therefor. For purposes of this Section 2.17(c), a Recipient shall be deemed to have knowledge of any written imposition, assessment, or assertion of Indemnified Taxes received from a Governmental Authorityproprietary. A certificate as to the amount of such payment or liability delivered to a the relevant Borrower by a Recipient (with a copy to the Administrative Agent)Lender or an Issuing Lender, or by the Administrative Agent on its own behalf or on behalf of a Recipient Lender or an Issuing Lender (together with any supporting detail reasonably requested by such Borrower), shall be conclusive absent manifest errorconclusive; provided that such amounts are determined on a reasonable basis.

Indemnification by Borrowers. Without duplication of any obligation in this Section 2.17, each Borrower shall indemnify each Recipient within 10 days after 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) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient 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; provided that no Borrower shall be required to indemnify or reimburse a Recipient pursuant to this Section for any Indemnified Taxes or Other Taxes which were, to the knowledge of the Recipient, imposed or asserted more than one hundred and eighty (180) days prior to the date that the applicable Recipient notifies the Borrower of the Indemnified Taxes or Other Taxes imposed or asserted and of the Recipient’s intention to claim compensation therefor. For purposes of this Section 2.17(c), a Recipient shall be deemed to have knowledge of any written imposition, assessment, or assertion of Indemnified Taxes or Other Taxes received from a Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient shall be conclusive absent manifest error.

Indemnification by Borrowers. Without duplication of any obligation in this Section 2.17Borrowers shall indemnify Agent, each Borrower shall indemnify each Recipient Lender and Issuing Lender, within 10 ten (10) days after 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) payable or paid by Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipient Issuing Lender, as the case may be, 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; provided that no Borrower shall be required to indemnify or reimburse a Recipient pursuant to this Section for any Indemnified Taxes which were, to the knowledge of the Recipient, imposed or asserted more than one hundred and eighty (180) days prior to the date that the applicable Recipient notifies the Borrower of the Indemnified Taxes imposed or asserted and of the Recipient’s intention to claim compensation therefor. For purposes of this Section 2.17(c), a Recipient shall be deemed to have knowledge of any written imposition, assessment, or assertion of Indemnified Taxes received from a Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower Borrowers by a Recipient Lender or Issuing Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Recipient Lender or Issuing Lender, shall be conclusive absent manifest error. Borrowers shall also indemnify Agent, within ten (10) days after demand therefor, for any amount which a Lender or Issuing Lender for any reason fails to pay indefeasibly to Agent as required by paragraph (G) below; provided that, such Lender or Issuing Lender, as the case may be, shall indemnify Borrowers to the extent of any payment Borrowers makes to Agent pursuant to this sentence. In addition, Borrowers shall indemnify Agent, each Lender and Issuing Lender, within ten (10) days after demand therefor, for any incremental Taxes that may become payable by such Agent, Lender (or its beneficial owners) or Issuing Lender as a result of any failure of any Borrower Party to pay any Taxes when due to the appropriate Governmental Authority or to deliver to such Agent, pursuant to clause (D), documentation evidencing the payment of Taxes.