Common use of Additional Taxes Clause in Contracts

Additional Taxes. (i) The Borrower agrees to indemnify each Protected Party for the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid or payable by such Protected Party and any liability (including penalties, interest and 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 such payment or liability delivered to the Borrower by a Protected Party (with a copy to the Agent), shall be conclusive absent manifest error. (ii) Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(e) relating to the maintenance of a Participant Register and (iii) any Taxes excluded under Section 3.01(a) above attributable to such Lender, in each case, that are payable or paid by the Agent 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ii).

Additional Taxes. In the event of the enactment of or change in (including a change in interpretation of) any applicable Governmental Regulation (i) The deducting or allowing Borrower agrees to indemnify each Protected Party deduct from the value of the Property for the full amount purpose of Indemnified Taxes and Other Taxes taxation any Lien or security interest thereon, or (including ii) imposing, modifying or deeming applicable any Indemnified Taxes reserve or Other Taxes imposed special requirement against deposits of Lender, or asserted by (iii) subjecting Lender to any jurisdiction on amounts payable under this Section 3.01) paid tax or payable by changing in any way any Governmental Regulation for the taxation of mortgages, deeds of trust, deeds to secure debt or security agreements or other liens or debts secured thereby, the interest of the grantee, mortgagee, Lender, trustee or secured party in the property covered thereby, or the manner of collection of such Protected Party and any liability (including penaltiestaxes, interest and expenses) arising therefrom or with respect theretoin each such case, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate so as to affect the Security Instrument, the Obligations or Lender, and the result is to increase the taxes imposed upon or the cost to Lender or to reduce the amount of any payments receivable hereunder, then, and in any such event, Borrower shall, within ten (10) days after receipt of an invoice from Lender, pay to Lender additional amounts to compensate for such increased costs or reduced amounts to the extent actually suffered by Lender as a direct result of the Loan, provided that: (i) if any such payment or liability delivered to the Borrower by a Protected Party (with a copy to the Agent), reimbursement shall be conclusive absent manifest error. unlawful or would constitute usury or render the Obligations wholly or partially usurious under applicable law, then Lender may, at its option, declare the Obligations immediately due and payable or require Borrower to pay or reimburse Lender for payment of the lawful and non-usurious portion thereof and (ii) Each Lender in no event shall severally indemnify the Agent, within 10 days after demand therefor, for Borrower be required to pay (iA) any Indemnified Taxes attributable such additional amounts related to such franchise or income tax charged to Lender by virtue of its status as lender with respect to the Loan or (but only B) any amount due in connection with the transfer or attempted transfer of any interest, rights or obligations of Lender to any Person not domiciled in the United States to the extent any such amounts are based on the fact that such Person is not domiciled in the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(e) relating to the maintenance of a Participant Register and (iii) any Taxes excluded under Section 3.01(a) above attributable to such Lender, in each case, that are payable or paid by the Agent 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ii)United States.

Additional Taxes. (i) The Borrower agrees to indemnify each Protected Party for the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.013.01 and including any enforcement costs related to this Section 3.01(c)) paid or payable by such Protected Party and any liability (including penalties, interest and 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, except for any penalties, interest and expenses resulting from the actions or inactions of such Protected Party. A certificate as to the amount of such payment or liability delivered to the Borrower by a Protected Party (with a copy to the Agent)Party, shall be conclusive absent manifest error. (ii) Each Lender shall severally indemnify the Agent, within 10 ten (10) days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such XxxxxxLender’s failure to comply with the provisions of Section 11.06(e) relating to the maintenance of a Participant Register and (iii) any Taxes excluded under Section 3.01(a) above attributable to such Lender, in each case, that are payable or paid by the Agent 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source against any amount due to the Agent under this paragraph clause (ii).. 762040188

Additional Taxes. In addition to all other amounts which Tenant is required to pay under this Lease, Tenant shall pay before delinquency: (ia) The Borrower agrees to indemnify each Protected Party for All taxes and assessments levied against fixtures, equipment and personal property of Tenant installed or located in the full amount Premises; and (b) Any and all taxes, assessments or other charges of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes kind imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid federal, state, county, municipal or other governmental body or agency and payable by such Protected Party and any liability Landlord or Tenant (including penaltiesexcluding income, interest and expenses) arising therefrom franchise, inheritance or with respect theretoestate taxes), whether or not such Indemnified Taxes customary or Other Taxes were correctly or legally imposed or asserted by within the relevant Governmental Authority. A certificate as contemplation of the parties, with respect to the amount possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of such payment or liability delivered to the Borrower by a Protected Party (with a copy to the Agent)Premises. Tenant, at its expense, shall be conclusive absent manifest error. have the right, in Landlord's name if appropriate, to contest or review by legal proceedings, or in such other manner as it may deem suitable (ii) Each Lender which, if instituted, Tenant shall severally indemnify the Agentconduct at its own expense, within 10 days after demand therefor, for (iand free of any expense imposed on Landlord) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so)tax, (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(e) relating to the maintenance assessment or other governmental imposition or charge described in this SECTION 9.1. Tenant may defer payment of a Participant Register and (iii) any Taxes excluded under Section 3.01(a) above attributable to contested item, unless such Lenderdeferment would result in the enforcement of a lien on the Premises or the Project or the imposition of a criminal penalty on Landlord, in each casewhich event, that are payable Tenant shall promptly pay such contested item or items or cause them to be paid by the Agent 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Agent to set off and apply any and all amounts under protest if at any time owing to such Lender under the Premises or Project or any Loan Document part thereof shall be in danger of being forfeited or otherwise payable by the Agent lost, or if Landlord shall be subjected to the Lender from any other source against any amount due to the Agent under this paragraph (ii).criminal liability

Additional Taxes. (a) Any and all payments by Borrowers to or for the account of Administrative Agent or any Lender 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, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of Administrative Agent and any Lender, (i) The Borrower agrees 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 Laws of which Administrative Agent or such Lender, as the case may be, is organized or maintains a lending office and (ii) any U.S. federal withholding Taxes imposed pursuant to FATCA (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 Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to Administrative Agent or any 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 1.11), Administrative Agent and such Lender receives an amount equal to the sum 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 30 days after the date of such payment, Borrowers shall furnish to Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, Borrowers shall 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”). (c) If Borrowers shall be required by the Laws of any jurisdiction outside the United States to deduct any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to Administrative Agent or any Lender, Borrowers shall also pay to Administrative Agent (for the account of such Lender) or to such Lender, at the time interest is paid, such additional amount that such Lender specifies is necessary to preserve the after-tax yield (after factoring in United States (federal and state) taxes imposed on or measured by net income) the Lender would have received if such deductions (including deductions applicable to additional sums payable under this Section) had not been made. A certificate as to the amount of such payment or liability delivered to Borrowers by a Lender shall be conclusive absent manifest error. (d) Borrowers shall indemnify Administrative Agent and each Protected Party Lender for the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.011.11) paid or payable by Administrative Agent and such Protected Party Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, in each case 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 such payment or liability delivered to the Borrower by a Protected Party Payment under this subsection (with a copy to the Agent), d) shall be conclusive absent manifest errormade within thirty (30) days after the date the Lender or Administrative Agent makes a demand therefor. (iie) Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only Without prejudice to the extent that survival of any other agreement of Borrowers hereunder, the Borrower has not already indemnified agreements and obligations of Borrowers contained in this Section 1.11 shall survive the Agent for such Indemnified Taxes and without limiting the obligation termination of the Borrower to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with Commitments and the provisions payment in full of Section 11.06(e) relating to all the maintenance of a Participant Register and (iii) any Taxes excluded under Section 3.01(a) above attributable to such Lender, in each case, that are payable or paid by the Agent 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ii)Indebtedness.

Additional Taxes. The Tenant shall reimburse the Landlord for any new taxes, rates, fees or assessments of every description which may be charged or imposed, during the Term or Extended Term (iif applicable), by a governmental authority (collectively, the “Taxes”) The Borrower agrees upon or in respect of the privileges hereby granted provided that: (a) it can be demonstrated that such Taxes have been assessed as a direct result of the Tenant’s use of the Leased Premises; and (b) the Landlord delivers to indemnify each Protected Party for the full amount Tenant prompt written notice of Indemnified Taxes and Other the imposition of such Taxes (including any Indemnified together with copies of all bills, invoices or statements relating to such Taxes) (the “Taxes or Other Notice”), which Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid or payable by such Protected Party and any liability (including penalties, interest and 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 such payment or liability Notice shall be delivered to the Borrower by a Protected Party Tenant no later than thirty (with a copy 30) days following the date the Landlord receives notification from any governmental authority advising of any Taxes. If the Landlord fails to deliver the Taxes Notice within such thirty (30) day period, then, notwithstanding anything to the Agent)contrary herein, the Tenant shall have no obligation or liability to pay any of the Taxes set out in such Taxes Notice and the Landlord shall be conclusive absent manifest error. (ii) Each Lender shall severally indemnify solely responsible for the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to payment of all such Lender (but only to the extent Taxes. The Landlord agrees that the Borrower has not already indemnified Tenant shall have the Agent right, at the Tenant’s sole cost and expense, to contest the Taxes charged or imposed which the Tenant is responsible for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(e) relating to the maintenance of a Participant Register and (iii) any Taxes excluded under Section 3.01(a) above attributable to such Lender, in each case, that are payable or paid by the Agent 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source against any amount due to the Agent paying under this paragraph (ii)Lease.

Additional Taxes. (i) The Borrower agrees to indemnify each Protected Party for the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid or payable by such Protected Party and any liability (including penalties, interest and 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 such payment or liability delivered to the Borrower by a Protected Party (with a copy to the Agent)Party, shall be conclusive absent manifest error. (ii) Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such XxxxxxLender’s failure to comply with the provisions of Section 11.06(e) relating to the maintenance of a Participant Register and (iii) any Taxes excluded under Section 3.01(a) above attributable to such Lender, in each case, that are payable or paid by the Agent 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ii).

Additional Taxes. (i) The Borrower agrees to indemnify each Protected Party for the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid or payable by such Protected Party and any liability (including penalties, interest and 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 such payment or liability delivered to the Borrower by a Protected Party (with a copy to the Agent)Party, shall be conclusive absent manifest error. (ii) Each Lender shall severally indemnify the Administrative Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Xxxxxx’s Lender's failure to comply with the provisions of Section 11.06(e) relating to the maintenance of a Participant Register participant register and (iii) any excluded Taxes excluded under Section 3.01(a) above attributable to such Lender, in each case, that are payable or paid by the Administrative Agent 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 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 Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this paragraph (ii). If the Administrative Agent reasonably determines that it has received a refund of any Taxes indemnified pursuant to this Section 3.01(c)(ii), it shall, within 30 days of making such determination, pay the Lender an amount equal to such refund (but only to the extent of indemnity payments made pursuant to Section 3.01(c)(ii)) net of all out-of-pocket expenses of the Administrative Agent and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). The preceding sentence shall not be construed to require the Administrative Agent to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the Lender or any other person. The obligations of each Lender and the Administrative Agent under this Section 3.01(c)(ii) shall survive the payment in full of principal and interest hereunder.

Additional Taxes. (i) The Borrower agrees to indemnify each Protected Party for the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section 3.01) paid or payable by such Protected Party and any liability (including penalties, interest and 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 such payment or liability delivered to the Borrower by a Protected Party (with a copy to the Agent)Party, shall be conclusive absent manifest error. (ii) Each Lender shall severally indemnify the Agent, within 10 days after demand therefor, for (i) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (ii) any Taxes attributable to such Xxxxxx’s failure to comply with the provisions of Section 11.06(e) relating to the maintenance of a Participant Register and (iii) any Taxes excluded under Section 3.01(a) above attributable to such Lender, in each case, that are payable or paid by the Agent 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 Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the 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 Agent to the Lender from any other source against any amount due to the Agent under this paragraph (ii).