Common use of Withholding; Indemnification Clause in Contracts

Withholding; Indemnification. (a) The Optionholder and the Other Equityholders shall jointly and severally indemnify the Stockholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by the Stockholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority.

Appears in 3 contracts

Samples: Call Option Agreement (Guggenheim Capital LLC), Call Option Agreement (Guggenheim Capital LLC), Call Option Agreement (Guggenheim Capital LLC)

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Withholding; Indemnification. (a) The Optionholder and the Other Equityholders shall jointly and severally indemnify the Stockholder Unitholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by the Stockholder Unitholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority.

Appears in 2 contracts

Samples: Call Option Agreement (Praesumo Partners, LLC), Call Option Agreement (Guggenheim Capital LLC)

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Withholding; Indemnification. (a) The Optionholder and the Other Equityholders shall jointly and severally indemnify the Stockholder each Unitholder for any tax withholding amount (including interest and penalties and any and all expenses (including reasonable attorney and accountant fees) associated with any and all proceedings relating to such withholding amount) actually paid by the Stockholder such Unitholder (or any of its affiliates) resulting from any exercise of the Call Option by the Optionholder with respect to such Unitholder pursuant to this Agreement. Any such indemnification shall be paid upon a current basis as indemnifiable amounts are incurred, whether or not such indemnifiable amounts were correctly or legally imposed or asserted by the relevant governmental authority.

Appears in 1 contract

Samples: Call Option Agreement (Praesumo Partners, LLC)

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