Common use of Indemnification by the Guarantors Clause in Contracts

Indemnification by the Guarantors. Each Guarantor shall indemnify the Agent and the Purchasers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Agent or Purchasers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 14) 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. A certificate of the Agent or any Purchaser as to the amount of such payment or liability under this Section 14 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 5 contracts

Sources: Subsidiary Guaranty, Subsidiary Guaranty (usell.com, Inc.), Subsidiary Guaranty (BTCS Inc.)

Indemnification by the Guarantors. Each Guarantor shall indemnify the Agent and the Purchasers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Agent or Purchasers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 1416) 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. A certificate of the Agent or any Purchaser as to the amount of such payment or liability under this Section 14 16 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 3 contracts

Sources: Subsidiary Guaranty (OncBioMune Pharmaceuticals, Inc), Subsidiary Guaranty (OncBioMune Pharmaceuticals, Inc), Subsidiary Guaranty (OncBioMune Pharmaceuticals, Inc)

Indemnification by the Guarantors. Each Guarantor shall indemnify the Collateral Agent and the PurchasersBuyers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Collateral Agent or PurchasersBuyers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Security Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 14) 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. A certificate of the Collateral Agent or any Purchaser Buyer as to the amount of such payment or liability under this Section 14 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 3 contracts

Sources: Guaranty (Averion International Corp.), Securities Purchase Agreement (Cumulus Investors LLC), Guaranty (Mru Holdings Inc)

Indemnification by the Guarantors. Each Guarantor shall indemnify the Collateral Agent and the PurchasersBuyer, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Collateral Agent or PurchasersBuyer, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Security Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 14) 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. A certificate of the Collateral Agent or any Purchaser Buyer as to the amount of such payment or liability under this Section 14 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 3 contracts

Sources: Guaranty (Longview Fund Lp), Guaranty (Sonterra Resources, Inc.), Guaranty (River Capital Group, Inc.)

Indemnification by the Guarantors. Each Guarantor shall indemnify the Agent and the Purchasers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Agent or Purchasers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty Guarantee and the other Transaction Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 1415) and any penalties, interest interest, and reasonable expenses including reasonable attorneys’ fees 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 of the Agent or any Purchaser as to the amount of such payment or liability under this Section 14 15 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 2 contracts

Sources: Subsidiary Guarantee (Algorhythm Holdings, Inc.), Subsidiary Guarantee (Elevai Labs Inc.)

Indemnification by the Guarantors. Each Guarantor shall indemnify the Agent and the Purchasers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Agent or Purchasers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 1416) and any penalties, interest and reasonable expenses including reasonable attorneys fees 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 of the Agent or any Purchaser as to the amount of such payment or liability under this Section 14 16 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 2 contracts

Sources: Subsidiary Guaranty (OncBioMune Pharmaceuticals, Inc), Subsidiary Guaranty (Esports Entertainment Group, Inc.)

Indemnification by the Guarantors. Each Guarantor shall indemnify the Collateral Agent and the PurchasersBuyers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Collateral Agent or PurchasersBuyers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Security Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 14) 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. A certificate of the Collateral Agent or any Purchaser Buyer as to the amount of such payment or liability under this Section 14 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 2 contracts

Sources: Guaranty (Gulf Western Petroleum Corp), Guaranty (Sonterra Resources, Inc.)

Indemnification by the Guarantors. Each Guarantor shall indemnify the Collateral Agent and the PurchasersBuyers, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Collateral Agent or Purchasersthe Buyers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Security Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 14) 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. A certificate of the Collateral Agent or any Purchaser Buyer as to the amount of such payment or liability under this Section 14 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 1 contract

Sources: Subsidiary Guaranty (Evolution Resources, Inc.)

Indemnification by the Guarantors. Each Guarantor shall indemnify the Collateral Agent and the Purchasers, within ten (10) 10 days after written demand therefor, for the full amount of any Indemnified Taxes paid by the Collateral Agent or Purchasers, as applicable, on or with respect to any payment by or on account of any obligation of such Guarantor under this Guaranty and the other Transaction Documents (including Indemnified Taxes or imposed or asserted on or attributable to amounts payable under this Section 1416) and any penalties, interest and reasonable expenses including reasonable attorneys’ fees 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 of the Collateral Agent or any Purchaser as to the amount of such payment or liability under this Section 14 16 shall be delivered to such Guarantor and shall be conclusive absent manifest error.

Appears in 1 contract

Sources: Subsidiary Guaranty (American Rebel Holdings Inc)