Excluded Tax Sample Clauses

Excluded Tax. Tax on the overall net income or gross receipts of a Lender imposed by the jurisdiction in which such Lender’s principal executive office is located. Extraordinary Expenses — all costs, expenses or advances that Agent may incur during a Default or Event of Default, or during the pendency of an Insolvency Proceeding of an Obligor, including those relating to (a) any audit, inspection, repossession, storage, repair, appraisal, insurance, manufacture, preparation or advertising for sale, sale, collection, or other preservation of or realization upon any Collateral; (b) any action, arbitration or other proceeding (whether instituted by or against Agent, any Lender, any Obligor, any representative of creditors of an Obligor or any other Person) in any way relating to any Collateral (including the validity, perfection, priority or avoidability of Agent’s Liens with respect to any Collateral), Loan Documents or Obligations, including any lender liability or other Claims; (c) the exercise, protection or enforcement of any rights or remedies of Agent in, or the monitoring of, any Insolvency Proceeding; (d) settlement or satisfaction of any taxes, charges or Liens with respect

Excluded Tax. Excluded Tax" means any of the following taxes, levies, imposts, duties, deductions, withholdings or charges, and all liabilities with respect thereto: (a) Taxes imposed on the net income of the Bank or a Tax Transferee (including without limitation branch profits taxes, minimum taxes and taxes computed under alternative methods, at least one of which is based on net income (collectively referred to as "net income taxes") by (i) the United States of America, (ii) the jurisdiction under the laws of which the Bank or Tax Transferee is organized or any political subdivision thereof or (iii) the jurisdiction of the Banks or Tax Transferee's applicable lending office or any political subdivision thereof or (iv) any jurisdiction in which the Bank or Tax Transferee is doing business, (b) any Taxes to the extent that they are in effect and would apply to a payment to the Bank as of the Closing Date, (c) any Taxes that are in effect and would apply to a payment to a Tax Transferee as of the date of acquisition of the Working Capital Loans by such Tax Transferee or the date of the change of lending office of such Tax Transferee, as the case may be (provided however that a Person shall not be considered a Tax Transferee for purposes of this clause (c) as a result of a change of its lending office), (d) any Taxes to the extent of any credit or other tax benefit available to the Bank or Tax Transferee, as applicable, as a result thereof, or (e) any Taxes that would not have been imposed but for the failure by the Bank or Tax Transferee, as applicable, to provide and keep current any certification or other documentation required to qualify for an exemption from or reduced rate of any Tax.

Excluded Tax a Tax: 1 imposed on, or calculated having regard to, the net income of a Finance Party; 2 imposed as a result of a Finance Party being a resident of, or organised or doing business in, the jurisdiction imposing the tax; or 3 imposed by way of deduction or withholding where such deduction or withholding arises as a result of a Finance Party who could lawfully avoid (but within [***] Business Days of receipt of a written request from an Obligor or the Agent to do so, has not so avoided) such deduction or withholding by complying with any statutory requirements in force at the present time or in the future to quote its name, address, Australian tax file number, Australian Business Number, tax identification number or similar details to an Obligor or the Agent, but not a Tax: 4 calculated on or by reference to the gross amount of any payment (without allowance for any deduction) derived by a Finance Party under a Finance Document or any other document referred to in a Finance Document; or 5 imposed as a result of a Finance Party being considered a resident of or organised or doing business in that jurisdiction solely as a result of it being a party to a Finance Document or any transaction contemplated by a Finance Document.

Excluded Tax with respect to Agent, any Lender, Issuing Bank or any other recipient of a payment to be made by or on account of any Obligation, (a) taxes imposed on or measured by its overall net income (however denominated), 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 such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending Office is located; (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Company is located; (c) any backup withholding tax required by the Code to be withheld from amounts payable to a Lender that has failed to comply with Section 5.10; and (d) in the case of a Foreign Lender, any United States withholding tax that is (i) required pursuant to laws in force at the time such Lender becomes a Lender (or designates a new Lending Office) hereunder, or (ii) attributable to such Lender’s failure or inability (other than as a result of a Change in Law) to comply with Section 5.10, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrowers with respect to such withholding tax.

Excluded Tax. Tax on the overall net income or gross receipts of a Lender imposed by the jurisdiction in which such Lender’s principal executive office is located. Existing Credit Agreement — the Credit Agreement dated as of April 21, 2001 among EMAK, as borrower, Bank of America, as administrative agent, swingline lender and letter of credit issuing lender and the other financial institutions party thereto, as amended, supplemented or otherwise modified from time to time on or prior the date hereof. Existing Letters of Credit — as defined in Section 2.2.1(e).