Common use of Foreign Taxes Clause in Contracts

Foreign Taxes. Any payments by the Guarantor to the Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, having some connection with any such jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documents, and (ii) any income or franchise tax on the overall net income of the Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to each of the Agent Placement Agents hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor has an office from Company is organized, resident or doing business for tax purposes (including any political subdivision therein) or any jurisdiction through which the Company or its agent makes a payment is made or deemed to be made(including any political subdivision therein), excluding (i) any such tax imposed by reason of the Agent, such Placement Agent having some connection with any such jurisdiction other than its participation as the a Placement Agent under the Finance Documents and Transaction Documentshereunder, and (ii) any income or franchise tax on the overall net income of the such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, Agreement shall be increased to such amount as is necessary to yield and remit to the each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any payments by the Guarantor to the Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, having some connection with any such jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documents, and (ii) any income or franchise tax on the overall net income of the Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “"Foreign Taxes”"). If the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company or a Selling Shareholder to the Agent Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor Company or such Selling Shareholder is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, Underwriter having some connection with any such the taxing jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documentsan Underwriter hereunder (including, and (ii) if applicable, any income or franchise tax on the overall net income of the Agent an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction York) (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company or any Selling Shareholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to each of the Agent Placement Agents hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor has an office from Company is organized, resident or doing business for tax purposes (including any political subdivision therein) or any jurisdiction through which the Company or its agent makes a payment is made or deemed to be made(including any political subdivision therein), excluding (i) any such tax imposed by reason of the Agent, such Placement Agent having some connection with any such jurisdiction other than its participation as the a Placement Agent under the Finance Documents and Transaction Documentshereunder, and (ii) any such tax imposed on or measured by net income or (however denominated) of such Placement Agent and any franchise tax imposed on the overall net income of the such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, Agreement shall be increased to such amount as is necessary to yield and remit to the each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Holdings or a Selling Stockholder to the Agent Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor Holdings or such Selling Stockholder is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, any Underwriter having some connection with any such the taxing jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documentsan Underwriter hereunder (including, and (ii) if applicable, any income or franchise tax on the overall net income of the Agent an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction York) (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Holdings or any Selling Stockholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent such Underwriters an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Issuer and the Guarantor to each of the Agent Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda any tax authority in the Federal Republic of Germany or any other jurisdiction in which the Issuer or the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, such Underwriter having some connection with any such jurisdiction other than its participation as the Agent under the Finance Documents and Transaction DocumentsUnderwriter hereunder, and (ii) any income or franchise tax on the overall net income of the Agent such Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “"Foreign Taxes”"). If the Issuer and the Guarantor is are prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to the Agent Placement Agents hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda Canada or any other jurisdiction in which the Guarantor Company has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, any Placement Agent having some connection with any such jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documents, hereunder and (ii) any income or franchise tax on the overall net income of the such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent Placement Agents an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to the Agent Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda the government of the Republic of Colombia or any other jurisdiction in which the Guarantor has an office from or through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Agent, Underwriters having some present or former connection with any such jurisdiction other than its their participation as the Agent under Underwriters hereunder, and the Finance Documents and Transaction Documentsreceipt of payments hereunder, and (ii) any income or franchise tax on the overall net income of the Agent Underwriters imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, Agreement shall be increased to such amount as is necessary to yield and remit to the Agent Underwriters an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to each of the Agent Underwriters hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor has an office from Company is organized, resident or doing business for tax purposes (including any political subdivision therein) or any jurisdiction through which the Company or its agent makes a payment is made or deemed to be made(including any political subdivision therein), excluding (i) any such tax imposed by reason of the Agent, such Underwriter having some connection with any such jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documentsan Underwriter hereunder, and (ii) any income or franchise tax on the overall net income of the Agent such Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, Agreement shall be increased to such amount as is necessary to yield and remit to the Agent each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to the Agent Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda the government of Colombia or any other jurisdiction in which the Guarantor has an office from or through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Agent, Underwriters having some present or former connection with any such jurisdiction other than its their participation as the Agent under Underwriters hereunder, and the Finance Documents and Transaction Documentsreceipt of payments hereunder, and (ii) any income or franchise tax on the overall net income of the Agent Underwriters imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shallAgreement, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Agent Underwriters an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to each of the Agent Placement Agents (including any placement fees) hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor has an office from Company is organized, resident or doing business for tax purposes (including any political subdivision therein) or any jurisdiction through which the Company or its agent makes a payment is made or deemed to be made(including any political subdivision therein), excluding (i) any such tax imposed by reason of the Agent, such Placement Agent having some connection with any such jurisdiction other than its participation as the a Placement Agent under the Finance Documents and Transaction Documentshereunder, and (ii) any such tax imposed on or measured by net income or (however denominated) of such Placement Agent and any franchise tax imposed on the overall net income of the such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, Agreement shall be increased to such amount as is necessary to yield and remit to the each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any payments by the Guarantor to the Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda Switzerland or any other jurisdiction in which the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, having some connection with any such jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documents, and (ii) any income or franchise tax on the overall net income of the Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to each of the Agent Placement Agents hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor has an office from Company is organized, resident or doing business for tax purposes (including any political subdivision therein) or any jurisdiction through which the Company or its agent makes a payment is made or deemed to be made(including any political subdivision therein), excluding (i) any such tax imposed by reason of the Agent, such Placement Agent having some connection with any such jurisdiction other than its participation as the a Placement Agent under the Finance Documents and Transaction Documentshereunder, and (ii) any such tax imposed on or measured by net income or (however denominated) of such Placement Agent and any franchise tax imposed on the overall net income of the such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “"Foreign Taxes”"). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, Agreement shall be increased to such amount as is necessary to yield and remit to the each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to the Agent Xxxx hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda Canada or any other jurisdiction in which the Guarantor Company has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, any Placement Agent having some connection with any such jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documents, hereunder and (ii) any income or franchise tax on the overall net income of the such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent Xxxx an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Issuers or the Company to the Agent Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which either of the Guarantor Issuers or the Company is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, Underwriters having some connection with any such the taxing jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documentsan Underwriter hereunder (including, and (ii) if applicable, any income or franchise tax on the overall net income of the Agent an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction York) (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor is Issuers are, or the Company is, prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent Underwriters an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any payments by the Guarantor to the Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Agent, having some connection with any such jurisdiction other than its participation as the Agent under the Finance Documents and Transaction Documents, and (ii) any income or franchise tax on the overall net income of the Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “"Foreign Taxes”"). If the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. Any All payments by the Guarantor Company to the Agent Dealer Managers hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda the government of the Republic of Colombia or any other jurisdiction in which the Guarantor has an office from or through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Agent, Dealer Managers having some present or former connection with any such jurisdiction other than its their participation as the Agent under Dealer Managers hereunder, and the Finance Documents and Transaction Documentsreceipt of payments hereunder, and (ii) any income or franchise tax on the overall net income of the Agent Dealer Managers imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If the Guarantor Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Guaranty shall, to the extent permitted by law, Agreement shall be increased to such amount as is necessary to yield and remit to the Agent Dealer Managers an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.