Common use of 1Taxes Clause in Contracts

1Taxes. (a) Any and all payments by Borrowers to or for the account of Lender under any Loan Document shall be made free and clear of and without deduction for any and all taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case of Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the applicable laws of which Lender is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If Borrowers shall be required by any applicable laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to Lender, (i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section), Lender- receives an amount of 921350_11 principal and interest it would have received had no such deductions been made, (ii) Borrowers shall make such deductions, (iii) Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable laws, and (iv) within thirty days after the date of such payment, Borrowers shall furnish to Lender the original or a certified copy of a receipt evidencing payment thereof. To the extent Borrowers pay any such Taxes on behalf of Lender to a taxing authority and any such taxing authority refunds any such Taxes during the term of this Agreement to Lender, Lender shall return any such amounts to Borrowers. (b) In addition, Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies 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 (hereinafter referred to as "Other Taxes").

1Taxes. (a) Any and all payments Except as otherwise provided in this Section 11.1, or as required by Borrowers a Requirement of Law, each payment by any Credit Party to or for the account of Lender any Secured Party under any Loan Document shall be made free and clear of all present or future taxes, levies, duties, imposts, deductions, charges or withholdings (including back-up withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax, penalties or other Liabilities with respect thereto (and without deduction for any and all taxesof them) (collectively, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities “Taxes”) other than any Excluded Tax with respect thereto, but excluding, in the case of Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it to such payment. (in lieu of net income taxes), by the jurisdiction (or b) If any political subdivision thereof) under the applicable laws of which Lender is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes"). If Borrowers Taxes shall be required by any applicable laws Requirement of Law to deduct any Taxes be deducted from or in respect of any sum amount payable under any Loan Document to Lender, any Secured Party (as determined in good faith by the relevant Credit Party) (i) if such Tax is an Indemnified Tax, such amount payable by the sum payable relevant Credit Party shall be increased as necessary so to ensure that, after making all required deductions for Indemnified Taxes are made (including deductions applicable to additional sums payable any increases to any amount under this SectionSection 11.1), Lender- such Secured Party receives an the amount of 921350_11 principal and interest it would have received had no such deductions been made, (ii) Borrowers the relevant Credit Party shall make such deductions, (iii) Borrowers the relevant Credit Party shall timely pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable laws, Requirements of Law and (iv) within thirty 30 days after such payment is made, the date of such payment, Borrowers relevant Credit Party shall furnish deliver to Lender the Agent an original or a certified copy of a receipt evidencing such payment thereof. To or other evidence of payment reasonably satisfactory to Agent; provided, however, that no such increase shall be made with respect to, and no Credit Party shall be required to indemnify any Secured Party pursuant to clause (e) below for, withholding taxes to the extent Borrowers pay any that the obligation to withhold amounts existed on the date that such Taxes on behalf of Lender to Person became a taxing authority and any such taxing authority refunds any such Taxes during the term of ‘Secured Party” under this Agreement in the capacity under which such Person makes a claim under this clause (b), except in each case to Lenderthe extent such Person is a direct or indirect assignee (other than pursuant to Section 10.22) of any other Secured Party that was entitled, Lender shall return any at the time the assignment to such Person became effective, to receive additional amounts to Borrowersunder this clause (b). (bc) In addition, Borrower agrees the Borrowers agree to pay, and authorize Agent to pay in their name, any and all present or future stamp, court or documentary taxes and any other documentary, excise or property taxes or Tax, charges or similar levies which arise from imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment made under any Loan Document or thereof), in each case arising from the execution, delivery, performance, enforcement delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein except any such Taxes that are Other Connection Taxes imposed in connection with an assignment (hereinafter other than an assignment made pursuant to Section 10.22) (collectively, “Other Taxes”). The Swingline Lender may, without any need for notice, demand or consent from the Borrowers or Borrower Representative, by making funds available to Agent in the amount equal to any such payment, make a Swing Loan to the Borrowers in such amount, the proceeds of which shall be used by Agent in whole to make such payment. Within 30 days after the date of any payment of Other Taxes by any Credit Party, the Borrowers shall furnish to Agent, at its address referred to as "Other Taxes").in

1Taxes. (ai) Any and all All payments made by Borrowers to or for the on account of Lender the Borrower under any Loan Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case Taxes unless required by applicable Requirement of Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the applicable laws of which Lender is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes")Law. If Borrowers shall any Taxes are required to be required withheld by any applicable laws to deduct withholding agent from any Taxes from amounts payable hereunder or in respect of any sum payable under any other Loan Document to LenderDocument, (i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section), Lender- receives an amount of 921350_11 principal and interest it would have received had no such deductions been made, (ii) Borrowers withholding agent shall make such deductions, (iiiii) Borrowers the applicable withholding agent shall timely pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable lawsRequirement of Law, and (iviii) within thirty days to the extent the deduction is on account of Indemnified Taxes or Other Taxes, the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after deduction or withholding of all Indemnified Taxes and Other Taxes) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in this Agreement. (ii) Without limiting the provisions of such paymentparagraph (a) above, Borrowers the Borrower shall furnish timely pay any Other Taxes to Lender the original relevant Governmental Authority in accordance with applicable Requirement of Law. (iii) Whenever any Indemnified Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Agent for the account of the Agent or Lender, as the case may be, a certified copy of a an original official receipt evidencing received by the Borrower showing payment thereofthereof if such receipt is obtainable, or, if not, other reasonable evidence of payment. To The Borrower shall indemnify the extent Borrowers pay Agent and the Lenders for any such Indemnified Taxes on behalf of Lender to a taxing authority and payable in connection with any such taxing authority refunds any such Taxes during payments made by the term of this Agreement to Lender, Lender shall return any such amounts to Borrowers. (b) In addition, Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document and any Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01), and any 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; provided, however, that if an indemnitee does not notify the Borrower of any indemnification claim under this Section 3.01(c) within 180 days after such indemnitee has received written notice of the claim of a taxing authority giving rise to such indemnification claim, the Borrower shall not be required to indemnify such indemnitee for any incremental interest or penalties resulting from the execution, delivery, performance, enforcement such indemnitee’s failure to notify the Borrower within such 180 day period. A certificate as to the amount of such payment or registration ofliability delivered to the Borrower by a Lender (with a copy to the Agent), or otherwise by the Agent on its own behalf, shall be conclusive absent manifest error. (iv) If the Agent or any Lender determines, in good faith, that it has received a refund of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect toto which any Borrower has paid additional amounts pursuant to Section 3.01 or Section 3.02, it shall promptly pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Indemnified Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any Loan Document interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Agent or such Xxxxxx, agrees to repay the amount paid over to the Borrower (hereinafter referred plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to as "Other Taxes")the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority; provided, further, that no Borrower shall be required to repay to the Agent or such Lender an amount in excess of the amount paid over by such party to the Borrower pursuant to this Section. This paragraph shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person. The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations.

1Taxes. (ai) Any and all All payments made by Borrowers to or for the on account of Lender the Borrower under any Loan Document shall be made free and clear of of, and without deduction or withholding for or on account of, any and all taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, but excluding, in the case Taxes unless required by applicable Requirement of Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the applicable laws of which Lender is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "Taxes")Law. If Borrowers shall any Taxes are required to be required withheld by any applicable laws to deduct withholding agent from any Taxes from amounts payable hereunder or in respect of any sum payable under any other Loan Document to LenderDocument, (i) the sum payable shall be increased as necessary so that, after making all required deductions (including deductions applicable to additional sums payable under this Section), Lender- receives an amount of 921350_11 principal and interest it would have received had no such deductions been made, (ii) Borrowers withholding agent shall make such deductions, (iiiii) Borrowers the applicable withholding agent shall timely pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable lawsRequirement of Law, and (iviii) within thirty days to the extent the deduction is on account of Non-Excluded Taxes or Other Taxes, the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after deduction or withholding of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the date rates or in the amounts specified in this Agreement. (ii) Without limiting the provisions of such paymentparagraph (a) above, Borrowers the Borrower shall furnish timely pay any Other Taxes to Lender the original relevant Governmental Authority in accordance with applicable Requirement of Law. (iii) Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower shall send to the Agent for the account of the Agent or Lender, as the case may be, a certified copy of a an original official receipt evidencing received by the Borrower showing payment thereofthereof if such receipt is obtainable, or, if not, other reasonable evidence of payment. To The Borrower shall indemnify the extent Borrowers pay Agent and the Lenders for any such Non-Excluded Taxes on behalf of Lender to a taxing authority and payable in connection with any such taxing authority refunds any such Taxes during payments made by the term of this Agreement to Lender, Lender shall return any such amounts to Borrowers. (b) In addition, Borrower agrees to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document and any Other Taxes (including Non-Excluded Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 3.01), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Non-Excluded Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided, however, that if an indemnitee does not notify the Borrower of any indemnification claim under this Section 3.01(c) within 180 days after such indemnitee has received written notice of the claim of a taxing authority giving rise to such indemnification claim, the Borrower shall not be required to indemnify such indemnitee for any incremental interest or penalties resulting from the execution, delivery, performance, enforcement such indemnitee’s failure to notify the Borrower within such 180 day period. A certificate as to the amount of such payment or registration ofliability delivered to the Borrower by a Lender (with a copy to the Agent), or otherwise by the Agent on its own behalf, shall be conclusive absent manifest error. (iv) If the Agent or any Lender determines, in good faith, that it has received a refund of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by any Borrower or with respect toto which any Borrower has paid additional amounts pursuant to Section 3.01 or Section 3.02, it shall promptly pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 3.01 with respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender and without interest (other than any Loan Document interest paid by the relevant Governmental Authority with respect to such refund); provided that the Borrower, upon the request of the Agent or such Lender, agrees to repay the amount paid over to the Borrower (hereinafter referred plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to as "Other Taxes")the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental Authority; provided, further, that no Borrower shall be required to repay to the Agent or such Lender an amount in excess of the amount paid over by such party to the Borrower pursuant to this Section. This paragraph shall not be construed to require the Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to any Borrower or any other Person. The agreements in this Section shall survive the termination of this Agreement and the payment of the Obligations.

1Taxes. (a) Any and all payments Except as required by Borrowers to or for the account a Requirement of Lender Law, each payment by any Credit Party under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, feesfees or other charges imposed by any Governmental Authority, withholdings including any interest, additions to tax, penalties or similar charges, and all liabilities other Liabilities with respect theretothereto (collectively, but excluding, in the case of Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the applicable laws of which Lender is organized or maintains a lending office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "“Taxes"”). ​ ​ ​ (b) If Borrowers any Taxes shall be required by any applicable laws Requirement of Law to deduct any Taxes be deducted from or in respect of any sum amount payable under any Loan Document to Lender, any Secured Party (i) if such Tax is an Indemnified Tax, such amount payable by the sum payable relevant Credit Party shall be increased as necessary so to ensure that, after making all required deductions for Indemnified Taxes are made (including deductions applicable to additional sums payable any increases to any amount under this SectionSection 11.1), Lender- such Secured Party receives an the amount of 921350_11 principal and interest it would have received had no such deductions been made, (ii) Borrowers the relevant Credit Party or other applicable withholding agent shall make such deductions, (iii) Borrowers the relevant Credit Party or other applicable withholding agent shall timely pay the full amount deducted to the relevant taxation authority or other authority Governmental Authority in accordance with applicable laws, Requirements of Law and (iv) within thirty 30 days after such payment is made, the date of such payment, Borrowers relevant Credit Party shall furnish deliver to Lender the Agent an original or a certified copy of a receipt evidencing such payment thereof. To the extent Borrowers pay any such Taxes on behalf or other evidence of Lender payment reasonably satisfactory to a taxing authority and any such taxing authority refunds any such Taxes during the term of this Agreement to Lender, Lender shall return any such amounts to BorrowersAgent. (bc) In addition, Borrower agrees the Borrowers agree to pay, and authorize Agent to pay in their name, any and all present or future stamp, court or documentary taxes and any other documentary, excise or property taxes or Tax, charges or similar levies which arise from imposed by any applicable Requirement of Law or Governmental Authority and all Liabilities with respect thereto (including by reason of any delay in payment made under any Loan Document or thereof), in each case arising from the execution, delivery, performance, enforcement delivery or registration of, or otherwise with respect to, any Loan Document or any transaction contemplated therein (hereinafter referred to as "collectively, “Other Taxes"”). The Swing Lender may, without any need for notice, demand or consent from the Borrowers or the Borrower Representative, by making funds available to Agent in the amount equal to any such payment, make a Swing Loan to the Borrowers in such amount, the proceeds of which shall be used by Agent in whole to make such payment. Within 30 days after the date of any payment of Other Taxes by any Credit Party, the Borrowers shall furnish to Agent the original or a certified copy of a receipt evidencing payment thereof or other evidence of payment reasonably satisfactory to Agent. (d) The Credit Parties hereby acknowledge and agree that neither Capital One nor any Affiliate of Capital One has provided any Tax advice to any Tax Affiliate in connection with the transactions contemplated hereby. (e) The Borrowers shall reimburse and indemnify, within 30 days after receipt of demand therefor (with copy to Agent), each Secured Party for all Indemnified Taxes (including any Indemnified Taxes imposed by any jurisdiction on amounts payable under this Section 11.1) paid or payable by such Secured Party and any Liabilities arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally asserted. A certificate of the Secured Party (or of Agent on behalf of such Secured Party) claiming any compensation under this clause (e), setting forth the amounts to be paid thereunder and delivered to the Borrower Representative with a copy to Agent, shall be conclusive, binding and final for all purposes, absent manifest error. (f) Any Lender claiming any additional amounts payable pursuant to this Section 11.1 shall use its reasonable efforts (consistent with its internal policies and Requirements of Law) to change the jurisdiction of its Lending Office if such a change would reduce any such additional amounts (or any similar amount that may thereafter accrue) and would not, in the sole determination of such Lender, be otherwise disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with such change. ​ ​ ​ ​ (g) (i) Each Non-U.S. Lender Party that, at any of the following times, is entitled to an exemption from United States withholding Tax or, after a change in any Requirement of Law, is subject to such withholding Tax at a reduced rate under an applicable Tax treaty, shall (w) on or prior to the date such Non-U.S. Lender Party becomes a “Non-U.S. Lender Party” hereunder, (x) on or prior to the date on which any such form or certification expires or becomes obsolete, (y) after the occurrence of any event requiring a change in the most recent form or certification previously delivered by it pursuant to this clause (i) and (z) from time to time if requested by the Borrower Representative or Agent (or, in the case of a participant or SPV, the relevant Lender), provide Agent and the Borrower Representative (or, in the case of a participant or SPV, the relevant Lender) with executed copies of each of the following, as applicable: (A) Forms W-8ECI (claiming exemption from U.S. withholding Tax because the income is effectively connected with a U.S. trade or business), W-8BEN or W-8BEN-E (claiming exemption from, or a reduction of, U.S. withholding Tax) and/or W-8IMY (together with appropriate forms, certifications and supporting statements) or any successor forms, (B) in the case of a Non-U.S. Lender Party claiming exemption under Section 871(h) or 881(c) of the Code, Form W-8BEN or W-8BEN-E (claiming exemption from U.S. withholding Tax) or any successor form and a certificate in form and substance acceptable to Agent that such Non-U.S. Lender Party is not (1) a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (2) a “10 percent shareholder” of the Borrowers within the meaning of Section 881(c)(3)(B) of the Code or (3) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code or (C) any other applicable document prescribed by the IRS certifying as to the entitlement of such Non-U.S. Lender Party to such exemption from United States withholding Tax or reduced rate with respect to all payments to be made to such Non-U.S. Lender Party under the Loan Documents. Unless the Borrower Representative and Agent have received forms or other documents satisfactory to them indicating that payments under any Loan Document to or for a Non-U.S. Lender Party are not subject to United States withholding Tax or are subject to such Tax at a rate reduced by an applicable Tax treaty, the Credit Parties and Agent shall withhold amounts required to be withheld by applicable Requirements of Law from such payments at the applicable statutory rate.