Common use of Indemnification by the Borrowers Clause in Contracts

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent and each Bank, 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) paid by the Administrative Agent or such Bank, 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 Government Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Borrowers shall jointly and severally shall indemnify the Administrative Agent and each BankRecipient, 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 the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the Borrower Representative by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally The Credit Parties shall indemnify the Administrative Agent and each BankLender, 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) paid by the Administrative Agent or such Bank, as the case may be, Lender 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower the Borrowers by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally The Borrowers shall indemnify the Administrative Agent and each BankLender, 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower the Borrowers by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent and each BankLender, 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the relevant Borrower by a Bank (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent and each BankRecipient, within 10 thirty (30) days after demand therefor, for the full amount of any Indemnified Taxes or Other Taxes payable by such Borrower (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable by such Borrower under this Section) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower the Loan Parties by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Borrowers and Guarantors shall jointly and severally shall indemnify the Administrative Agent and each BankRecipient, 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 the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower the Company by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Borrowers shall jointly and severally shall indemnify the Administrative Agent and each BankRecipient, 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 the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower the Borrowers by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Loan Parties shall jointly and severally shall indemnify the Administrative Agent and each Bank, Recipient 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 SectionSection 2.13) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the Borrower Representative by a Bank Lender (with a copy to the Administrative Agent), or by or through the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent and each BankRecipient, within 10 days fifteen (15) Business 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 SectionSection 3.1) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower the Company by a Bank Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankRecipient, shall be conclusive absent manifest demonstrable error.

Indemnification by the Borrowers. Each Borrower The Credit Parties shall jointly and severally shall indemnify the Administrative Agent and each BankRecipient, within 10 thirty (30) 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 the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower the Borrowers by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally The Borrowers shall indemnify Agent, each Lender and the Administrative Agent and each Issuing Bank, within 10 30 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) paid by Agent, such Lender or the Administrative Agent or such Issuing Bank, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the Borrower by a Lender or 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 or the Issuing Bank, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Credit Parties shall jointly and severally shall indemnify the Administrative Agent and each BankRecipient, 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 the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower the Borrowers by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Borrowers shall, jointly and severally shall severally, indemnify the Administrative Agent and each BankRecipient, within 10 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) payable or paid by the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank Recipient (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankRecipient, shall be conclusive absent manifest error.

Indemnification by the Borrowers. (i) Each Borrower jointly and severally shall indemnify the Administrative Agent and each BankLender, within 10 15 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent and each BankLender, within 10 20 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Borrowers shall, jointly and severally shall severally, indemnify the Administrative Agent and each BankLender, 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the Borrower Agent by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Credit Parties shall jointly and severally shall indemnify the Administrative Agent and each BankRecipient, 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 the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the Borrower Representative by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest or demonstrable error.

Indemnification by the Borrowers. Each The applicable Borrower jointly and severally shall indemnify the Administrative Agent and each BankLender, 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the applicable Borrower by a Bank (with a copy to the Administrative Agent)Lender, or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Loan Parties shall jointly and severally shall indemnify the Administrative Agent and each BankRecipient, within 10 days ten (10) Business 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 the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the Borrower Representative by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent and each Bank, 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 SectionSection 4.11) paid by the Administrative Agent or such Bank, 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 Government Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly The Borrowers shall, and severally shall do hereby, indemnify the Administrative Agent and each BankLender, 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a any Borrower by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.. 36

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent Agent, and each BankLender, within 10 20 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent and each Bank, 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) paid by the Administrative Agent or such Bank, 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 Government Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Bank, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally The Borrowers shall indemnify the Administrative Agent and each BankPayee, 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 the Administrative Agent any Payee or required to be withheld or deducted from a payment to any such Bank, as the case may be, Payee 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower GEO by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent Agent, each Lender and each Issuing Bank, within 10 30 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 SectionSection 2.14) paid by the Administrative Agent Agent, such Lender or such Issuing Bank, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a the applicable Borrower by a Lender or an Issuing Bank (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or an Issuing Bank, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower jointly and severally shall indemnify the Administrative Agent and each BankLender, 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) paid by the Administrative Agent or such BankLender, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Borrower by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.

Indemnification by the Borrowers. Each Borrower The Borrowers shall jointly and severally shall indemnify the Administrative Agent and each BankRecipient, within 10 ten 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 the Administrative Agent such Recipient or required to be withheld or deducted from a payment to such Bank, as the case may be, 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 Government Governmental Authority. A certificate as to the amount of such payment or liability delivered to a any Borrower by a Bank Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a BankLender, shall be conclusive absent manifest error.