Common use of Additional Tax Indemnity Clause in Contracts

Additional Tax Indemnity. If one Party (in this Section referred to as the “First Party”) is, at any time, a non- resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other Party, and to indemnify and save harmless the other Party from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other Party to the First Party, provided that: (a) any such amount payable by the other Party pursuant to this Section shall be reduced by the amount of such Taxes, if any, which the other Party is able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (b) for greater certainty, this Section shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the other Party to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the other Party (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.

Additional Tax Indemnity. If one Party (in this Section 5.7(p) referred to as the “First Party”) is, at any time, a non- non-resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other Party, and to indemnify and save harmless the other Party from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section 5.7(p) referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other Party to the First Party, provided that: (ai) any such amount payable by the other Party pursuant to this Section 5.7(p) shall be reduced by the amount of such Taxes, if any, which the other Party is able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (bii) for greater certainty, this Section 5.7(p) shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the other Party to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the other Party (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.

Additional Tax Indemnity. If one Party (in this Section 11.11 referred to as the “First Party”) is, at any time, a non- resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other PartyParties, and to indemnify and save harmless the other Party Parties from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section 11.11 referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other Party Parties to the First Party, provided that: (a) any such amount payable by the other Party Parties pursuant to this Section 11.11 shall be reduced by the amount of such Taxes, if any, which the other Party is Parties are able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (b) for greater certainty, this Section 11.11 shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the other Party Parties to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the other Party Parties (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.

Additional Tax Indemnity. If one Party (in this Section 7.11 referred to as the “First Party”) is, at any time, a non- non-resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other Party, and to indemnify and save harmless the other Party from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section 7.11 referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other Party to the First Party, provided that: (a) any such amount payable by the other Party pursuant to this Section 7.11 shall be reduced by the amount of such Taxes, if any, which the other Party is able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (b) for greater certainty, this Section 7.11 shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the other Party to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the other Party (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.

Additional Tax Indemnity. If one Party (in this Section 8.8(p) referred to as the “First Party”) is, at any time, a non- non-resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other Party, and to indemnify and save harmless the other Party from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section 8.8(p) referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other Party to the First Party, provided that: (ai) any such amount payable by the other Party pursuant to this Section 8.8(p) shall be reduced by the amount of such Taxes, if any, which the other Party is able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (bii) for greater certainty, this Section 8.8(p) shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the other Party to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the other Party (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.

Additional Tax Indemnity. If one Party (in this Section 8.11 referred to as the “First Party”) is, at any time, a non- non-resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other Party, and to indemnify and save harmless the other Party from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section 8.11 referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other Party to the First Party, provided that: (a) any such amount payable by the other Party pursuant to this Section 8.11 shall be reduced by the amount of such Taxes, if any, which the other Party is able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (b) for greater certainty, this Section 8.11 shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the other Party to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the other Party (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.

Additional Tax Indemnity. If one Party (in this Section 10.11 referred to as the “First Party”) is, at any time, a non- non-resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other Party, and to indemnify and save harmless the other Party from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section 10.11 referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other Party to the First Party, provided that: (a) any such amount payable by the other Party pursuant to this Section 10.11 shall be reduced by the amount of such Taxes, if any, which the other Party is able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (b) for greater certainty, this Section 10.11 shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the other Party to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the other Party (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.

Additional Tax Indemnity. If one Party (in this Section 3.11 referred to as the “First Party”) is, at any time, a non- non-resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other PartyParties, and to indemnify and save harmless the other Party Parties from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other another Party to the First Party, provided that: (a) any such amount payable by the such other Party pursuant to this Section shall be reduced by the amount of such Taxes, if any, which the such other Party is able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (b) for greater certainty, this Section shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the such other Party to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the such other Party (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.

Additional Tax Indemnity. If one Party (in this Section 7.11 referred to as the “First Party”) is, at any time, a non- non-resident of Canada for the purposes of the Income Tax Act or the Applicable Law of a foreign jurisdiction, the First Party agrees to pay the other PartyParties, and to indemnify and save harmless the other Party Parties from and against any and all amounts related to any application or withholding of Taxes required by the laws of the jurisdiction outside of Canada in which the First Party is resident at such time (in this Section 7.11 referred to as the “Foreign Jurisdiction”) on payments made (or consideration provided) pursuant to this Agreement by the other another Party to the First Party, provided that: (a) any such amount payable by the such other Party pursuant to this Section 7.11 shall be reduced by the amount of such Taxes, if any, which the such other Party is able to recover by way of a Tax credit or other refund or recovery of such Taxes; and (b) for greater certainty, this Section 7.11 shall only apply to any application or withholding of Taxes imposed by the Foreign Jurisdiction on amounts payable (or consideration provided) by the such other Party to the First Party under this Agreement, and shall not apply to any Taxes imposed by the Foreign Jurisdiction on the such other Party (or any Affiliate thereof) that may be included in calculating any amounts payable under any other Section of this Agreement.