Common use of Indemnification by the Issuer Clause in Contracts

Indemnification by the Issuer. The Issuer shall indemnify each Credit Party, within ten days after demand therefor, for the full amount of any (I) Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Credit Party or required to be withheld or deducted from a payment to such Credit Party and any 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 and (II) any increase in U.S. or Luxembourg Taxes that arise because an Advance or Note is treated as equity for (x) U.S. federal, state, local or income or franchise Tax purposes or (y) Luxembourg Tax purposes rather than as intended under Section 5.03(j) (such indemnification will include U.S. federal, state, or local income and franchise Taxes and Luxembourg income Taxes) except to the extent that any such Tax (or increase in Tax) is not otherwise addressed in clause (I) above. A certificate as to the amount of such payment or liability delivered to the Issuer by a Credit Party (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Credit Party, shall be conclusive absent manifest error.