Common use of 01Taxes Clause in Contracts

01Taxes. (a) Any and all payments by any Loan Party to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable Law. If any Withholding Agent shall be required by any Laws to deduct any Taxes from or in respect of any sum paid or payable under any Loan Document to any Agent or any Lender, (i) if the Tax in question is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the applicable Withholding Agent shall make such deductions, (iii) the applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender. (b) In addition, the Borrower and Guarantors agree to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, excluding any such Taxes imposed as a result of an assignment by a Lender (other than an assignment made pursuant to Section 10.13) that are imposed as a result of a present or former connection of the assignor or assignee with the jurisdiction imposing such Tax (other than any connection arising from having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents) (hereinafter referred to as “Other Taxes”). -99-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000

01Taxes. (a) Any a)All payments of principal and interest on the Loans and all payments by any Loan Party to or for the account of any Agent or any Lender under any Loan Document other amounts payable hereunder shall be made free and clear of and without deduction for any Taxespresent or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, except as required by applicable Lawlaw. If any withholding or deduction of any present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority from any payment by or on account of any obligation of any Loan Party hereunder is required pursuant to any applicable law, then (i) the applicable Withholding Agent shall be entitled to make such withholding or deduction and shall pay directly to the relevant Governmental Authority the full amount required by any Laws to deduct any Taxes from be so withheld or in respect of any sum paid or payable under any Loan Document to any Agent or any Lenderdeducted, (iii) if the Tax in question is applicable Withholding Agent shall promptly forward to the Administrative Agent an Indemnified Tax official receipt or Other Tax, other documentation satisfactory to the Administrative Agent evidencing such payment to such Governmental Authority and (iii) the sum payable by the applicable Loan Party shall be increased by such additional amount or amounts as is necessary so to ensure that after all required deductions the net amount actually received by the applicable Recipient will equal the full amount such Recipient would have been made received had no such withholding or deduction for present or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority (including such withholdings or deductions applicable to additional sums payable under this Section 3.01) been required, excluding (w) taxes attributable to a Recipient’s failure to comply with Section 3.01(c) or (d), (x) taxes imposed on or measured by net income (however denominated), franchise taxes, and branch profits taxes, in each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been madecase, (iii) imposed by the applicable Withholding Agent shall make such deductionsjurisdiction under which a Recipient is organized, (iii) the applicable Withholding Agent shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable Lawshas its principal office, and (iv) within thirty (30) days after the date of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as in the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or any Lender. (b) In addition, the Borrower and Guarantors agree to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration ofhas its applicable Lending Office, or otherwise with respect to, has any Loan Document, excluding any such Taxes imposed as a result of an assignment by a Lender (other than an assignment made pursuant to Section 10.13) that are imposed as a result of a present or former connection of the assignor or assignee with the jurisdiction imposing such Tax (other than any connection connections arising from such Recipient having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document), (y) in the case of a Lender, U.S. federal withholding taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a Law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower pursuant to Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to this Section 3.01, amounts with respect to such taxes were payable either to such Xxxxxx's assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office and (z) withholding tax imposed under FATCA (all non-excluded items being called “Indemnified Taxes”). Notwithstanding anything to the contrary in the preceding sentence, Indemnified Taxes shall include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Loan Party to any Recipient hereunder or under any other Loan Document. Further, the Loan Parties agree to pay any and all present or future stamp, court or documentary, intangible, recording, filing or similar taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to any of the Loan Documents, other than taxes imposed as a result of a present or former connection between a ​ Recipient and the jurisdiction imposing such tax (other than connections arising from such Recipient having executed, delivered, become a party to, and/or enforcedperformed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan DocumentsDocument, or sold or assigned an interest in any Loan or Loan Document) (all such taxes hereinafter referred to as “Other Taxes”). -99-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000.

01Taxes. (a) Any a)All payments of principal and interest on the Notes and all payments by other amounts payable hereunder to any Loan Party to or for the account of any Agent or any Lender under any Loan Document Recipient shall be made free and clear of and without deduction or withholding for or on account of any Taxespresent or future income, excise, stamp, documentary, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholding taxes or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding (x) taxes imposed on or measured by net income, branch profits taxes and franchise taxes, in each case imposed by the jurisdiction under which a Recipient is organized or conducts business (other than solely as the result of entering into any of the Note Documents or Equity Issuance Documents or taking any action thereunder), (y) U.S. backup withholding and withholding taxes imposed on amounts payable to or for the account of a Recipient with respect to an applicable interest in any Note pursuant to a Law in effect on the date on which such Recipient acquires such interest in the Note, except as required in each case to the extent that, pursuant to this Section 3.01, amounts with respect to such taxes were payable by applicable Lawsuch Recipient’s assignor immediately before such Recipient became a party hereto and (z) U.S. federal withholding tax imposed under FATCA (all non-excluded items being called “Taxes”). If any withholding or deduction of any Taxes from any payment by or on account of any obligation of any Note Party hereunder is required in respect of any Taxes pursuant to any applicable Law, then (i) the applicable Withholding Agent shall be entitled to make such withholding or deduction and shall pay directly to the relevant Governmental Authority the full amount required to be so withheld or deducted within the time allowed and in the minimum amount required by any Laws to deduct any Taxes from or in respect of any sum paid or payable under any Loan Document to any Agent or any Lender, (i) if the Tax in question is an Indemnified Tax or Other Tax, the sum payable shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been madelaw, (ii) the applicable Withholding Agent shall make promptly forward to the Purchasers an official receipt or other documentation satisfactory to the Required Purchasers evidencing such deductions, payment to such Governmental Authority and (iii) the sum payable by the applicable Withholding Agent Note Party shall pay be increased by such additional amount or amounts as is necessary to ensure that the net amount actually received by the applicable Recipient will equal the full amount deducted to the relevant Governmental Authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment (or, if receipts Recipient would have received had no such withholding or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower shall furnish to such Agent or Lender (as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender. (b) In addition, the Borrower and Guarantors agree to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, excluding any such Taxes imposed as a result of an assignment by a Lender (other than an assignment made pursuant to Section 10.13) that are imposed as a result of a present or former connection of the assignor or assignee with the jurisdiction imposing such Tax (other than any connection arising from having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents) (hereinafter referred to as “Other Taxes”). -99-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000deduction been required.

01Taxes. (a) Any a)For purposes of this Section 3.01, the term “applicable law” includes FATCA. Except as provided in this Section 3.01, any and all payments by any Loan Party to or for the account of any the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any Taxes, except as Taxes unless required by applicable Law. If any Withholding Agent applicable withholding agent shall be required by any Laws (as determined in the good faith discretion of the withholding agent) to deduct any Taxes from or in respect of any sum paid or payable under any Loan Document to any the Administrative Agent or any Lender, then (i) if the Tax in question is an such Taxes are Indemnified Tax or Other TaxTaxes, the sum payable by the Borrower or applicable Guarantor shall be increased as necessary so that after all required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01), each of such the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the such applicable Withholding Agent withholding agent shall make such deductions, (iii) the such applicable Withholding Agent withholding agent shall pay the full amount deducted to the relevant Governmental Authority taxation authority or other authority in accordance with applicable Laws, and (iv) within thirty (30) days after the date of such payment by such applicable withholding agent (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter), the Borrower such applicable withholding agent shall furnish to such the applicable Loan Party and the Administrative Agent or Lender (as the case may be) the original or a facsimile copy of a receipt evidencing payment thereof to the extent such a receipt is issued therefor, or other evidence acceptable written proof of payment thereof that is reasonably satisfactory to such Agent or Lenderthe Administrative Agent. (b) In addition, the Borrower and Guarantors agree to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, excluding any such Taxes imposed as a result of an assignment by a Lender (other than an assignment made pursuant to Section 10.13) that are imposed as a result of a present or former connection of the assignor or assignee with the jurisdiction imposing such Tax (other than any connection arising from having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents) (hereinafter referred to as “Other Taxes”). -99-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000​

01Taxes. (aa)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes. (i) Any and all payments by by, or on account of, any obligation of any Loan Party to or for the account of any Agent or any Lender under any Loan Document shall be made free and clear of and without deduction or withholding for any Taxes, except as required by applicable LawLaws. If any Withholding applicable Laws (as determined in the good faith discretion of the Administrative Agent or any Loan Party, as applicable) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to clause (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by any Laws the Internal Revenue Code to withhold or deduct any Taxes Taxes, including both United States Federal backup withholding and withholding Taxes, from any payment, then: (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to clause (e) below,; (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in respect accordance with the Internal Revenue Code,; and (C) to the extent that the withholding or deduction is made on account of any sum paid or payable under any Loan Document to any Agent or any Lender, (i) if the Tax in question is an Indemnified Tax or Other TaxTaxes, the sum payable by the applicable Loan Party shall be increased as necessary so that that, after any required withholding or the making of all required deductions have been made (including deductions applicable to additional sums payable under this Section 3.01), each of such Agent and such Lender the applicable Recipient receives an amount equal to the sum it would have received had no such deductions withholding or deduction been made, (ii) the applicable Withholding Agent shall make such deductions, . (iii) If any Loan Party or the applicable Withholding Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then: (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to clause (e) below,; (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable such Laws, ,; and (ivC) within thirty (30) days after to the date extent that the withholding or deduction is made on account of such payment (or, if receipts or evidence are not available within thirty (30) days, as soon as possible thereafter)Indemnified Taxes, the Borrower sum payable by the applicable Loan Party shall furnish to such Agent or Lender (be increased as the case may be) the original or a copy of a receipt evidencing payment thereof or other evidence acceptable to such Agent or Lender. (b) In additionnecessary so that, the Borrower and Guarantors agree to pay any and all present or future stamp, court or documentary Taxes and any other excise, property, intangible or mortgage recording Taxes which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document, excluding any such Taxes imposed as a result of an assignment by a Lender (other than an assignment made pursuant to Section 10.13) that are imposed as a result of a present or former connection of the assignor or assignee with the jurisdiction imposing such Tax (other than any connection arising from having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, and/or enforced, any Loan Documents) (hereinafter referred to as “Other Taxes”). -99-CG&R Draft 0000000000v1 Last Saved: 08/19/2013 8:50 pm 0000000000after