Common use of Indemnification of the Administrative Agent Clause in Contracts

Indemnification of the Administrative Agent. To the extent required by any Applicable Laws, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.11, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 days after demand therefor, any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against the Administrative Agent by the IRS or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of withholding Tax ineffective). 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 hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Indemnification of the Administrative Agent. To Each Lender and the extent required by any Applicable Laws, Issuing Lender shall severally indemnify the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. Without limiting or expanding the provisions of Section 3.11, each Lender shall indemnify and hold harmless the Administrative Agent against, and shall make payable in respect thereof within 10 ten (10) days after demand therefor, for (i) any and all Indemnified Taxes and attributable to such Lender (but only to the extent that any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) incurred by or asserted against Credit Party has not already indemnified the Administrative Agent by for such Indemnified Taxes and without limiting or expanding the IRS or any other Governmental Authority obligation of the Credit Parties to do so) under this Section 5.11 solely in its capacity as a result Lender or Issuing Lender, as the case may be, (ii) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 12.10(e) relating to the failure maintenance of a Participant Register and (iii) any Excluded Taxes attributable to such Lender, in each case, that are payable or paid by the Administrative Agent to properly withhold Tax from amounts paid to in connection with any Loan Document, and any reasonable expenses arising therefrom or for the account of such Lender for any reason (includingwith respect thereto, without limitation, because the appropriate form was not delivered whether or not properly executed, such Taxes were correctly or because such Lender failed to notify legally imposed or asserted by the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of withholding Tax ineffective)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 hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement any Loan Document or otherwise payable by the Administrative Agent to the Lender from any other Loan Document source against any amount due to the Administrative Agent under this paragraphparagraph (h). The agreements in this paragraph (h) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.

Indemnification of the Administrative Agent. To the extent required by any Applicable Lawsapplicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Taxtax. Without limiting or expanding the provisions of Section 3.112.14(a) or (c), each Lender shall shall, and does hereby, agree to indemnify and hold harmless the Administrative Agent againstAgent, and shall make payable in respect thereof within 10 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) (i) incurred by or asserted against the Administrative Agent by the IRS Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances circumstance that rendered the exemption from, or reduction of withholding Tax tax ineffective)) and (ii) attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register. 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 hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligationsobligations.

Indemnification of the Administrative Agent. To the extent required by any Applicable Lawsapplicable law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Taxtax. Without limiting or expanding the provisions of Section 3.112.14(a) or (c), each Lender shall shall, and does hereby, agree to indemnify and hold harmless the Administrative Agent againstAgent, and shall make payable in respect thereof within 10 30 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities and expenses (including fees, charges and disbursements of any counsel for the Administrative Agent) (i) incurred by or asserted against the Administrative Agent by the IRS Internal Revenue Service or any other Governmental Authority as a result of the failure of the Administrative Agent to properly withhold Tax tax from amounts paid to or for the account of such Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly property executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances circumstance that rendered the exemption from, or reduction of withholding Tax tax ineffective)) and (ii) attributable to such Lender’s failure to comply with the provisions of Section 9.04 relating to the maintenance of a Participant Register. 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 hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount Fidus — Conformed Final Credit Agreement due the Administrative Agent under this paragraph. The agreements in this paragraph shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligationsobligations.