Indemnifications. (i) The Borrowers shall, and do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, 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 as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below. (ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).
Appears in 1 contract
Indemnifications. (a) Subject to the terms of Section 11.3 and Section 11.2(c), and solely for any claims made during the duration of the Survival Period, Seller shall indemnify, defend and hold harmless Buyer and any nominee or designee of Buyer from and against any claims, causes of action, judgments, losses, liabilities, penalties, damages, costs and expenses, including reasonable attorneys’ fees and other costs of defense (collectively, but only as used in this Article XI, “Damages”), suffered or incurred by Buyer or any such nominee and arising by reason of (i) The Borrowers shallany breach of any representation, warranty or covenant by Seller, or (ii) any Liabilities directly associated with the Assets arising in connection with circumstances or events which first arise or accrue before the Closing Date, provided however this indemnification expressly excludes any Damages arising out of or related to, to the extent disclosed in the Environmental Reports, the presence, absence or Release of any Hazardous Materials on, in, under, above or from the Property or any adjoining or neighboring property, and do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or compliance with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) belowEnvironmental Laws.
(b) Buyer shall indemnify, defend and hold harmless Seller and any nominee or designee of Seller from and against any Damages, suffered or incurred by Seller or any such nominee or designee and arising by reason of solely for any claims made during the duration of the Survival Period, (i) any breach of any representation, warranty or covenant by Buyer, or (ii) Each Lender any Liabilities directly associated with the Assets arising in connection with circumstances or events which first arise or accrue on or after the Closing Date.
(c) Notwithstanding anything to the contrary in the foregoing indemnifications in Section 11.2(a) and Section 11.2(b) above, or anything to the L/C Issuer shallcontrary in this Agreement, neither Buyer nor Seller may recover any Damages under Section 11.2(a)(ii) or Section 11.2(b)(ii), as applicable, until such claiming party has exhausted all of its legal remedies provided under the Master Lease, Master Transaction Agreement, Prime Leases, or Office Building Leases, and does herebyby any of the Insurance Policies or any applicable insurance coverage, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent legally available to such party (with the ability to submit a claim against the other party as described in the following sentence). Any such recovery by Buyer of Damages (i) shall be solely to the extent that Buyer cannot be made whole under (x) the Borrowers have not already indemnified the Administrative Agent for Master Lease, Master Transaction Agreement, Prime Leases, or Office Building Leases, in each case at such Indemnified Taxes party’s sole cost and without limiting the obligation of the Borrowers to do so)expense, and (y) any of the Administrative Agent Insurance Policies or any applicable insurance coverage, provided that in each instance Buyer and Seller shall be permitted to submit a claim against the other party for purposes of submitting such claim during the Survival Period and, if submitted within the Survival Period shall survive thereafter until resolved, and (ii) such Damages shall be limited pursuant to Section 11.3 below. If the party submitting a claim against the other party pursues its remedies as described in Section 11.2(c)(i), and such pursuit extends beyond the Survival Period, then such claiming party shall not later be restricted from exercising its rights for such claim, and the Borrowers, as applicable, party to which such claim is submitted against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the shall not be excused from its obligations hereunder. The foregoing provisions of in this Section 10.06(d11.2(c) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or shall not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered apply to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender Damages Buyer or Seller claim under Section 11.2(a)(i) or Section 11.2(b)(i), respectively, which Buyer and the L/C Issuer hereby authorizes the Administrative Agent Seller may recover pursuant to set off and apply this Agreement, subject to any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, other limitations under this Agreement or any other Loan Document against any amount due including the Survival Period and those set forth in Section 11.3.
(d) Notwithstanding anything to the Administrative Agent contrary in this Agreement, Seller shall not be liable pursuant to Section 11.2(a) for any Damages that arise in whole or in part, directly or indirectly from any Remediation or from any disclosure to any Person (including any Governmental Authority) regarding actual or potential environmental conditions at, on, under or migrating from the Properties unless the Damages arise from the work described in Schedule 11.2(d) or disclosures or work required by Environmental Law or a Governmental Authority.
(e) Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to indemnify Seller under this clause (ii)Agreement for any Damages to the extent they arise from any Releases of Hazardous Materials at the Properties that occurred before Closing or other environmental conditions that already existed at the time of Closing.
Appears in 1 contract
Indemnifications. (ia) The Borrowers shallCompany will indemnify and hold harmless the Underwriter against any losses, and do herebyclaims, jointly and severallydamages or liabilities, indemnify each Recipientjoint or several, and shall make payment to which the Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof within 10 days after demand thereforthereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, for the full amount of Basic Prospectus, any Indemnified Taxes (including Indemnified Taxes imposed Preliminary Prospectus, the Pricing Prospectus or asserted on the Prospectus, or attributable to amounts payable under this Section 3.01) payable any amendment or paid by such Recipient supplement thereto, any Issuer Free Writing Prospectus or any “issuer information” filed or required to be withheld filed pursuant to Rule 433(d) under the Act, or deducted from arise out of or are based upon the omission or alleged omission to state therein a payment material fact or necessary to such Recipientmake the statements therein not misleading, and will reimburse the Underwriter for any penaltieslegal or other expenses reasonably incurred by the Underwriter in connection with investigating or defending any such action or claim as such expenses are incurred; provided, interest and reasonable expenses arising therefrom however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or with respect liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the amount Company by or behalf of such payment the Underwriter or liability delivered any Selling Stockholder expressly for use therein.
(b) Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless the Company and the Underwriter to the Borrower Agent by a Lender or same extent as the L/C Issuer (with a copy foregoing indemnity from the Company to the Administrative AgentUnderwriter, or but only with reference to written information furnished to the Company by the Administrative Agent on its own behalf or on behalf of a Lender or such Selling Stockholder specifically for inclusion in the L/C Issuerdocuments referred to in the foregoing indemnity; provided, shall however, that the Selling Stockholders will not be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment liable in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly such case to the Administrative Agent as required pursuant extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission from any of the documents referred to Section 4.01(c)(ii) belowin the foregoing indemnity in reliance upon and in conformity with written information furnished to the Company by the Underwriter specifically for use therein.
(iic) Each Lender The Underwriter will indemnify and hold harmless the L/C Issuer shallCompany and each Selling Stockholder against any losses, and does herebyclaims, severally indemnifydamages or liabilities to which the Company or such Selling Stockholder may become subject, and shall make payment under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof within 10 days after demand thereforthereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, (x) the Administrative Agent against Basic Prospectus, any Indemnified Taxes attributable to such Lender Preliminary Prospectus, the Pricing Prospectus or the L/C Prospectus, or any amendment or supplement thereto, or any Issuer (Free Writing Prospectus, or arise out of or are based upon the omission or alleged omission to state therein a material fact therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus or any such amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Underwriter expressly for use therein; and will reimburse the Company and each Selling Stockholder for any legal or other expenses reasonably incurred by the Company or such Selling Stockholder in connection with investigating or defending any such action or claim as such expenses are incurred.
(d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof; provided that, the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under subsection (a), (b) or (c) above except to the extent that it has been materially prejudiced (through the Borrowers forfeiture of substantive rights or defenses) by such failure; and provided further that the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (which counsel may at the option of the indemnifying party be counsel to the indemnifying party unless (1) the indemnified party has reasonably concluded (based upon advice of counsel to the indemnified party) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party or (2) a conflict or potential conflict exists (based upon advice of counsel to the indemnified party) between the indemnified party and the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not already be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the Administrative Agent defense thereof other than reasonable costs of investigation. If the indemnifying party does not assume the defense of such action, it is understood that the indemnifying party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to one separate firm of local attorneys in each such Indemnified Taxes jurisdiction when reasonably necessary but not to include two firms in the same jurisdiction) at any time for all such indemnified parties. The indemnifying party shall not be liable for any settlement of an action or claim for monetary damages effected without its consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party shall indemnify each indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any indemnified party.
(e) If the indemnification provided for in this Section 8 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company, by the Underwriter and by the Selling Stockholders from the offering of the Shares. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company, of the Underwriter and of the Selling Stockholders in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company and/or by the Selling Stockholders on the one hand and the Underwriter on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Selling Stockholders bear to the total underwriting discounts and commissions received by the Underwriter. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company, the Underwriter or the Selling Stockholders and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, the Underwriter and the Selling Stockholders agree that it would not be just and equitable if contribution pursuant to this subsection (e) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (e), the Underwriter shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which the Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation.
(f) The obligations of the Company under this Section 8 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls the Underwriter within the meaning of the Act; and the obligations of the Underwriter under this Section 8 shall be in addition to any liability which the Underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act. The obligations of each Selling Stockholder under this Section 8 shall be in addition to any liability which such Selling Stockholder may otherwise have.
(g) The liability of each Selling Stockholder under (i) such Selling Stockholder’s representations and warranties contained in Section 1 and (ii) under this Section 8, in each case shall be limited to an amount equal to the net proceeds received by such Selling Stockholder from the Shares sold by the Selling Stockholder to the Underwriter. The Company and each such Selling Stockholder may agree, as between themselves and without limiting the obligation rights of the Borrowers to do so)Underwriter under this Agreement, (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount respective amounts of such payment or liability delivered to any Lender by the Administrative Agent for which they each shall be conclusive absent manifest errorresponsible. Each Lender The Underwriter acknowledges and agrees that the L/C Issuer hereby authorizes statements relating to each Selling Stockholder under the Administrative Agent to set off and apply caption “Selling Stockholders” in the Prospectus constitute the only information furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, any and all amounts at any time owing to such Lender or Preliminary Prospectus, the L/C Issuer, as the case may be, under this Agreement Prospectus or any other Loan Document against Selling Stockholder Free Writing Prospectus or any amount due to the Administrative Agent under this clause (ii)amendments or supplements thereto.
Appears in 1 contract
Sources: Underwriting Agreement (TRW Automotive Holdings Corp)
Indemnifications. (i1) The Borrowers shall, and do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of Subject to Section 12.2 below:
(a) Each Seller agrees that if it fails to observe or perform any Indemnified Taxes (including Indemnified Taxes imposed covenant or asserted on or attributable to amounts payable obligation under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, 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 as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative AgentAgreement, or by breaches any of its representations and warranties under Article 4 or in the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required bring-down certificate delivered pursuant to Section 4.01(c)(ii7.1(4) below.(or if any of such representations and warranties otherwise are inaccurate), it will (individually, but not solidarily) indemnify and hold Buyer and its Affiliates, and each of their respective directors, officers, employees, successors and assigns (collectively, the “Buyer Indemnified Parties”) harmless from and against any Loss which any Buyer Indemnified Party may suffer as a result thereof;
(iib) Each Lender Seller agrees that if the Corporation fails to observe or perform any covenant or obligation under this Agreement, or breaches any of its representations and warranties under Article 3 (with respect to the representations and warranties set forth in Section 17 of Schedule 3.1 of the Agreement only, as more particularly described in Section 17 of the Disclosure Schedule) or in the bring-down certificate delivered pursuant to Section 7.1(4) (or if any of such representations and warranties otherwise are inaccurate), it will (individually but not solidarily) indemnify and hold Buyer Indemnified Parties harmless from and against any Loss which any Buyer Indemnified Party may suffer as a result thereof; and
(c) Each Seller agrees that it will (individually but not solidarily) indemnify and hold the Buyer Indemnified Parties harmless from and against any Loss which any Buyer Indemnified Party may suffer as a result of the matters set forth Schedule 12.1(c);
(d) Buyer and Internap solidarily agree that if Buyer fails to observe or perform any covenant or obligation under this Agreement, or breaches any of its representation and warranty under Article 5 or in the bring-down certificate delivered pursuant to Section 7.2(2) (or if any of such representations and warranties otherwise are inaccurate), it will indemnify and hold each Seller and its Affiliates, and each of their respective directors, officers, employees, successors and assigns (collectively, the “Seller Indemnified Parties”) harmless from and against any Loss which any such Seller Indemnified Party may suffer as a result thereof; (any Buyer Indemnified Party or Seller Indemnified Party making a claim for indemnification under any provision of this Article 12 being the “Indemnified Party”, and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) Party providing indemnification being the Administrative Agent against any Indemnified Taxes attributable to such Lender or “Indemnifying Party” for the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation purposes of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (iiArticle 12).
Appears in 1 contract
Sources: Share Purchase Agreement (Internap Network Services Corp)
Indemnifications. (i) The Without limiting the provisions of subsection (a) or (b) above, each BorrowerThe Borrowers shall, and do does hereby, indemnify the Administrative Agent, each Lender and the L/C Issuerdo hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof 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 Section) withheld or deducted by the Borrowers or the Administrative Agent 3.01) payable or paid by the Administrative Agent, such Lender or the L/C Issuer, as the case may besuch Recipient or required to be withheld or deducted from a payment to such 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 Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below.
(ii) Each Without limiting the provisions of subsection (a) or (b) above, eachEach Lender and the L/C Issuer shall, and does hereby, severally indemnifyindemnify the Borrowers and the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for the Borrowers or the Administrative Agent) incurred by or asserted against the Borrowers or the Administrative Agent by anyIndemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇Lender’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower Agent orto the amount of such payment or liability delivered to any Lender by the Administrative Agent pursuant to subsection (e). shall be conclusive absent manifest error. Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Indemnifications. (i) The Borrowers relevant Borrower shall, and do does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, 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 as to setting forth the amount of such payment or liability and the calculation thereof delivered to the applicable Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C IssuerLender, shall be conclusive absent manifest error. The Borrowers .
(ii) Each Lender shall, and do does hereby, jointly and severally, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(iiten (10) below.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (xA) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have relevant Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers relevant Borrower to do so), (yB) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register Register, and (zC) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any 71 #94834708v14 CHAR1\1986310v1 reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the L/C Issuer, as Administrative Agent to the case may be, under this Agreement or Lender from any other Loan Document source against any amount due to the Administrative Agent under this clause (iiSection 3.01(d)(ii).
Appears in 1 contract
Sources: Credit Agreement (Revvity, Inc.)
Indemnifications. (a) Each Lender shall, ratably in accordance with the aggregate amount of its Commitments and outstanding principal amount of Loans (without duplication), indemnify each Agent, and each of their respective affiliates, directors, officers, agents and employees (to the extent not reimbursed by any Borrower or Guarantor) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from such indemnitee's gross negligence or willful misconduct) that such indemnitee may suffer or incur in connection with this Agreement or any action taken or omitted by such indemnitee hereunder; it being understood that that no Lender shall have any obligation under this Section 7.06(a) to indemnify any Tender Offer Guarantor for any matter covered by Section 7.06(b).
(b) Each Lender shall, ratably in accordance with the aggregate amount of its Commitment, indemnify promptly on demand each Tender Offer Guarantor for any amount due and payable by Alcan to such Tender Offer Guarantor pursuant to the Mandate Letter Indemnity and not so paid by Alcan, provided that its obligations under this Section 7.06(b) shall not exceed the aggregate amount of its Commitment (net, on any date, of the aggregate outstanding amount of its Loans on any such date). Notwithstanding any other provisions of this Agreement, the obligations of the Lenders under this Section are unconditional and irrevocable.
(c) If any Lender is not permitted (by its constitutional documents or any applicable law) to comply with Section 7.06(b), then such Lender shall not be required to comply with Section 7.06(b) and shall instead be deemed to have taken, on the date the Tender Offer Guarantee is issued (or, if later, on the date on which such Lender becomes a party to this Agreement), an undivided interest and participation in the Tender Offer Guarantee (in accordance with, and only to the extent of, its Commitment (net, on any date, of the aggregate outstanding amount of its Loans on any such date)). On receipt of a demand from the Lead Tender Offer Guarantor, such Lender shall promptly pay to the Tender Offer Guarantors the amount specified under Section 7.06(b).
(d) The obligations of each Lender under Section 7.06(b) or (c) shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by:
(i) The Borrowers shallany extension, and do herebywaiver or consent granted by or to, jointly and severallyor agreement with, indemnify each Recipientany Borrower, and shall make payment in respect thereof within 10 days after demand thereforany Guarantor, for the full amount of CMF, any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, 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 as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below.other Person;
(ii) Each the release of any Borrower, any Guarantor, any Lender and or any other Person under the L/C Issuer shallterms of any agreement or arrangement with any creditor of such Person;
(iii) the taking, and does herebyvariation, severally indemnifycompromise, and shall make payment exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any Borrower, any Guarantor, the CMF or any other Person or arising under the Tender Offer Guarantee or any non-presentation or non-observance of any formality or other requirement in respect thereof within 10 days after demand thereforof any instrument or any failure to realize the full value of any security;
(iv) any incapacity or lack of power, (x) authority or legal personality of or dissolution or change in the Administrative Agent against members or status of any Indemnified Taxes attributable to such Borrower, any Guarantor, the CMF, any Lender or any other Person;
(v) any amendment (however fundamental) or replacement or extension of or increase in liabilities under or reopening or renewal of the L/C Issuer Tender Offer Guarantee (but only so that references in this Agreement to the extent that the Borrowers have not already indemnified the Administrative Agent for Tender Offer Guarantee shall include each such Indemnified Taxes and without limiting the obligation of the Borrowers to do soamendment or replacement), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against document or security;
(vi) any amount due to the Administrative Agent unenforceability, illegality or invalidity of any obligation of any Person under this clause Agreement, the Tender Offer Guarantee or any other document or security; or
(ii)vii) any insolvency or similar proceedings relating to any Person.
Appears in 1 contract
Sources: Credit Agreement (Alcan Inc)
Indemnifications. (i) The Borrowers Company shall, and do does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, 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 as to setting forth the amount of such payment or liability and the calculation thereof delivered to the Borrower Agent Company by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C IssuerLender, shall be conclusive absent manifest error. The Borrowers .
(ii) Each Lender shall, and do does hereby, jointly and severally, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(iiten (10) below.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (xA) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have Company has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers Company to do so), (yB) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇Lender’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register Register, and (zC) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the L/C Issuer, as Administrative Agent to the case may be, under this Agreement or Lender from any other Loan Document source against any amount due to the Administrative Agent under this clause (iiSection 3.01(d)(ii).
Appears in 1 contract
Indemnifications. (i) The Borrowers Without limiting the provisions of subsection (a) or (b) above, each Borrower shall, and do does hereby, jointly indemnify the Administrative Agent, each Lender and severally, indemnify each Recipientthe L/C Issuer, and shall make payment in respect thereof 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 3.01Section) payable withheld or deducted by the Borrowers or the Administrative Agent or paid by the Administrative Agent, such Recipient Lender or required to be withheld or deducted from a payment to such Recipientthe L/C Issuer, 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 Governmental Authority. A certificate as to the amount of any such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers .
(ii) Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and do does hereby, jointly indemnify the Borrowers and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for any amount which a Lender the Borrowers or the L/C Issuer for any reason fails to pay indefeasibly to Administrative Agent) incurred by or asserted against the Borrowers or the Administrative Agent by any Governmental Authority as required pursuant to Section 4.01(c)(ii) below.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation a result of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to by such Lender or the L/C Issuer, in each caseas the case may be, that are payable to deliver, or paid as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by such Lender or the L/C Issuer, as the case may be, to the Borrower Agent or the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as pursuant to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest errorsubsection (e). Each Lender and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations.
Appears in 1 contract
Indemnifications. (ia) The Borrowers shall, and do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, 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 as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s ▇▇▇ ▇▇▇▇▇▇▇▇▇ and Templeton Distributor agree jointly and severally to indemnify and hold harmless the Sponsor from and against any and all losses, claims, damages and liabilities of the Sponsor and expenses related thereto arising from or relating to this Agreement, as follows:
(i) Any untrue statement or alleged untrue statement of a material fact contained in the prospectus of the Fund or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading;
(ii) Any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, prospectus or sales literature of a particular series of the Trust or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon or in conformity with information furnished to the Sponsor by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Templeton Distributor or the Fund for use in the Trust's Registration Statement, prospectus or sales literature, or any amendment or supplement thereto;
(iii) Any action of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Templeton Distributor or the Fund which is illegal or which constitutes a breach of this Agreement;
(iv) Templeton Distributor's and the Fund's failure to comply with the provisions of Section 10.06(d) provide, on a timely basis, accurate net asset value determinations relating to the maintenance Mutual Funds Shares as provided for in Section 6.d hereof;
(v) The inability of a Participant Register ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and its affiliates to continue to act as investment adviser to the Fund, or in any other capacity presently contemplated with respect to the Fund or the Trust, for any reason whatsoever, including but not limited to sanctions imposed upon ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or any of its affiliates by the Commission pursuant to provisions of the Investment Advisers Act or other applicable federal securities laws; and
(zvi) The voluntary or involuntary termination and liquidation of the Fund. If any action is brought against the Sponsor alleging claims described in subsections (i) through (vi) hereof, the Sponsor shall promptly notify ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor in writing of the institution of such action and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor shall assume the defense of such action, including the employment of counsel and payment of expenses. The Sponsor shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of the Sponsor unless (1) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to employment of such Lender counsel shall have been authorized in writing by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers Templeton Distributor in connection with the defense of such action, or (2) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor shall not have employed counsel to have charge of the defense of such action or (3) the Sponsor shall have concluded that there are defenses available to it which are different from or additional to those available to ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor (in which case neither ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ nor Templeton Distributor shall have the right to direct the defense of such action on behalf of the Sponsor), in any Loan Documentof which three events such fees and expenses shall be borne by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor (it being understood, however, that neither ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ nor Templeton Distributor shall be liable for the expenses of more than one separate counsel in any one action or series of related actions in the same jurisdiction representing the Sponsor).
(b) The Sponsor agrees to indemnify and hold harmless ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and Templeton Distributor from and against any reasonable and all losses, claims, damages and liabilities of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor and expenses relating thereto arising therefrom from or related to this Agreement as follows:
(i) Any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the prospectus of a particular series of the Trust or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that such an untrue statement or alleged untrue statement or alleged omission was made in reliance upon and in conformity with respect information furnished to the Sponsor by ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Templeton Distributor, the Fund, any other Templeton entity or affiliate or a party unrelated to the Sponsor for use in the Registration Statement or the prospectus, or any amendment or supplement thereto;
(ii) Any action of the Sponsor in connection with consummation of the transactions contemplated by this Agreement which is illegal or which constitutes a material breach of this Agreement or of the trust indenture. If any action is brought against ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, whether Templeton Distributor or not the Fund alleging claims described in subsections (i) and (ii) hereof, Templeton Galbriath or Templeton Distributor or the Fund shall promptly notify the Sponsor in writing of the institution of such Taxes were correctly action and the Sponsor shall assume the defense of such action, including the employment of counsel and payment of expenses. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or legally imposed Templeton Distributor or asserted the Fund shall have the right to employ their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund unless (1) the employment of such counsel shall have been authorized in writing by the relevant Governmental AuthoritySponsor in connection with the defense of such action, or (2) the Sponsor shall not have employed counsel to have charge of the defense of such action or (3) ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund shall have reasonably concluded that there are defenses available to them which are different from or additional to those available to the Sponsor (in which case the Sponsor shall not have the right to direct the defense of such action on behalf of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund), in any of which three events such fees and expenses shall be borne by the Sponsor (it being understood, however, that the Sponsor shall not be liable for the expenses of more than one separate counsel in any one action or series of related actions in the same jurisdiction representing ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ or Templeton Distributor or the Fund). A certificate as Anything in this paragraph to the contrary notwithstanding, the Sponsor shall not be liable for any settlement of any such claim of action effected without its written consent.
(c) If the indemnification provided for in this Section 7 is unavailable to the indemnified party under subsections a(i), a(ii) or b(i) of this Section 7 in respect of any losses, expenses, liabilities or claims referred to therein, then each party shall contribute to the amount paid or payable by the indemnified party as a result of such payment losses, expenses, liabilities or liability delivered claims (i) in such proportion as is appropriate to any Lender reflect the relative benefits received by the Administrative Agent indemnified party on one hand and the indemnifying party on the other from the offering of the Units of the Trust or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnified party on one hand and of the indemnifying party on the other in connection with the statements or omissions that resulted in such losses, expenses, liabilities or claims, as well as any other relevant equitable considerations. The relative fault of the indemnified party on the one hand and of the indemnifying party on the other shall be conclusive absent manifest error. Each Lender determined by reference to, among other things, whether the untrue statement or alleged untrue statement of a material fact or omission or alleged omission relates to information supplied by the indemnified party or by the indemnifying party, and the L/C Issuer hereby authorizes parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the Administrative Agent losses, claims, damages and liabilities referred to set off and apply above shall be deemed to include any and all amounts at legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any time owing to such Lender claim or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii)action.
Appears in 1 contract
Sources: Investment Trust Agreement (Government Securities Equity Trust Series 6)
Indemnifications. (i) The Borrowers shall19.01 INDEMNIFICATION: Specific to Article 19 and the Sections and Subsections --------------- hereunder, "Claims" shall include claims, demands, causes of action, ------ liabilities, damages, fines, penalties and judgments of any kind or character, whether matured or unmatured, absolute or contingent, accrued or unaccrued, liquidated or unliquidated or known or unknown, and do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly resulting from third party claims, and all costs and fees (including, without limitation, interest, reasonable attorneys' fees, reasonable costs of experts, court costs and reasonable costs of investigation, including those incurred in enforcing the indemnification provisions contained in this Agreement) in connection therewith. Also, as used in Subsection 19.01(d) herein, "Retained Environmental ---------------------- Liabilities" shall mean any contamination or legally imposed condition that is the result of any ----------- disposal by Seller of any wastes, pollutants, contaminants, hazardous materials or asserted by other materials or substances on, in or below any properties not included in the relevant Governmental Authority. A certificate as Interests, wherever located, prior to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand thereforEffective Time, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation remediation is required by any Environmental Laws. In addition to any other indemnification or reservation provisions contained in this Agreement:
(a) Purchaser shall (i) as of the Borrowers to do so)Closing Date assume, (y) the Administrative Agent be responsible for and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with all duties and obligations of Seller, express or implied, with respect to the provisions Interests arising on and after the Closing Date under or by virtue of any of the Leases, contracts, agreements, documents identified in any exhibit hereto, or under any permit, applicable law, statute or rule, regulation or order of any governmental authority (specifically including, without limitation, any governmental request or requirement to plug, re-plug or abandon any well of whatsoever type, status or classification, or take any clean-up, remedial or other action with respect to the Interests) and (ii) defend, indemnify, save, discharge, release and hold Seller harmless from and pay or reimburse Seller for any and all Claims in connection therewith, except (a) as otherwise set forth in this Agreement,
(b) any Claim expressly retained by Seller pursuant to Section 10.06(d18.01 of this Agreement, and (c) any brokers' or finders' fees or commissions arising with respect to brokers or finders retained or engaged by Seller and resulting from or relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, transactions contemplated in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii)Agreement.
Appears in 1 contract
Indemnifications. The representations and warranties of the parties contained herein shall survive the closing for a period of twenty-four (24) months from the date hereof provided that the representations and warranties with respect to (i) The Borrowers shalldue authorization of the Parties to enter into this Agreement and to perform their respective obligations hereunder, (ii) tax indemnifications described below and do (iii) title to the Acquired Assets, the assets of GOAT and the Stock (the “Title Representation and Warranty”) shall survive until sixty months from the date hereof. Ali and the Trust (including any Ali Permitted Transferee, collectively the “Ali Indemnifying Parties” ) hereby, jointly and severally, indemnify each RecipientCKX, Acquisition Co. and GOAT LLC for any damages or losses that any of them suffer, including, without limitation, reasonable attorneys fees and related costs and expenses, in connection with or as a result of all breaches of their representations, warranties and covenants, as contained herein, and for any income taxes owed by GOAT for periods prior to the date hereof (the “GOAT Tax Indemnity”). Notwithstanding any of the forgoing, Ali Indemnifying Parties shall make payment in respect thereof within 10 days after demand therefor, for the full amount of not be required to pay to CKX any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by provision until such Recipient or amounts exceed $500,000 in the aggregate and thereafter. The Ali Indemnifying Parties shall only be required to be withheld or deducted from a payment to pay such Recipientamount over and above $500,000; provided, and any penaltieshowever, interest and reasonable expenses arising therefrom or with respect thereto, whether or the maximum liability of the Ali Indemnifying Parties shall not such Indemnified Taxes were correctly or legally imposed or asserted by exceed $12 million except for (i) the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, GOAT Tax Indemnity for which there shall be conclusive absent manifest error. The Borrowers shallno limit, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below.
(ii) Each Lender the Title Representation and Warranty for which the L/C Issuer shall, and does hereby, severally indemnify, and maximum aggregate liability shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against be $50 million less any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not amounts already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or Ali Indemnifying Parties for indemnification claims other than amounts for the Borrowers in connection with any Loan DocumentGOAT Tax Indemnity and (iii) the ERISA representations, warranties and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by covenants for which the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent Ali Indemnifying Parties shall be conclusive absent manifest errorliable as set forth herein. Each Lender If CKX shall assert any claim based upon this indemnification, the Ali Indemnifying Parties shall have a reasonable opportunity to investigate and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to dispute such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii)claim.
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Sources: Trust Agreement (CKX, Inc.)
Indemnifications. (i) The Borrowers relevant Borrower shall, and do does hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, 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 as to setting forth the amount of such payment or liability and the calculation thereof delivered to the applicable Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C IssuerLender, shall be conclusive absent manifest error. The Borrowers .
(ii) Each Lender shall, and do does hereby, jointly and severally, severally indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(iiten (10) below.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (xA) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have relevant Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers relevant Borrower to do so), (yB) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d11.06(d) relating to the maintenance of a Participant Register Register, and (zC) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C IssuerLender, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the L/C Issuer, as Administrative Agent to the case may be, under this Agreement or Lender from any other Loan Document source against any amount due to the Administrative Agent under this clause (iiSection 3.01(d)(ii).
Appears in 1 contract
Sources: Credit Agreement (Revvity, Inc.)
Indemnifications. (i) The Borrowers shall, and do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient, 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 as to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this clause (ii).. 81 119482860_14 #193013499_v7
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Indemnifications. Seller shall indemnify, save and hold harmless Buyer, its Affiliates, directors, officers, shareholders, employees and agents (for purposes of this Article VI, all of which shall constitute “Buyer” and to the extent of entitlement for indemnification, may be herein referred to as a “Buyer Indemnified Party”) from and against all costs, losses, liabilities, obligations, damages, lawsuits, claims, demands, and expenses (whether or not arising out of Third Party Claims), including without limitation reasonable attorneys’ fees and all amounts reasonably paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), actually incurred or suffered by Buyer through the end of the Survival Period and caused by (i) The Borrowers shall, and do hereby, jointly and severally, indemnify each Recipient, and shall make payment in respect thereof within 10 days after demand therefor, for the full amount any breach of any Indemnified Taxes representation or warranty made by Seller in this Agreement; (including Indemnified Taxes imposed ii) any breach of any covenant or asserted on agreement made by Seller in this Agreement which requires performance after Closing; or attributable (iii) the operations of the Company prior to amounts payable Closing. Notwithstanding anything to the contrary herein, Seller will have no liability (for indemnification or otherwise) under this Section 3.01) payable 6.2 until the total of all Damages actually incurred or paid suffered by such Recipient or required Buyer hereunder exceeds $5,000 in the aggregate, in which case Buyer shall be entitled to be withheld or deducted from a payment to such Recipient, 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 indemnification for the relevant Governmental Authorityentire amount of Damages. A certificate as Notwithstanding anything to the amount of such payment or liability delivered to the Borrower Agent by a Lender or the L/C Issuer (with a copy to the Administrative Agent, or by the Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. The Borrowers shall, and do hereby, jointly and severally, indemnify the Administrative Agent, and shall make payment contrary contained in respect thereof within 10 days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to pay indefeasibly to the Administrative Agent as required pursuant to Section 4.01(c)(ii) below.
(ii) Each Lender and the L/C Issuer shall, and does hereby, severally indemnify, and shall make payment in respect thereof within 10 days after demand therefor, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender or the L/C Issuer (but only to the extent that the Borrowers have not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrowers to do so), (y) the Administrative Agent and the Borrowers, as applicable, against any Taxes attributable to such ▇▇▇▇▇▇’s failure to comply with the provisions of Section 10.06(d) relating to the maintenance of a Participant Register and (z) the Administrative Agent and the Borrowers, as applicable, against any Excluded Taxes attributable to such Lender or the L/C Issuer, in each case, that are payable or paid by the Administrative Agent or the Borrowers in connection with any Loan Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the 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 and the L/C Issuer hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender or the L/C Issuer, as the case may be, under this Agreement or this Agreement, in no event shall Seller have any other Loan Document against any amount due to the Administrative Agent liability (for indemnification or otherwise) under this clause Section 6.2 for any costs, losses, liabilities, obligations, damages, lawsuits, claims, demands, and expenses, which in the aggregate exceeds fifty percent (ii)50%) of the purchase price paid by Buyer to Seller (the “Cap Amount”) under this Agreement, provided however, that the Cap Amount shall not apply to breach of any Representations and Warranties set out in the Designated Sections.
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