Common use of Indemnity as to Taxes and Tax Withholding Clause in Contracts

Indemnity as to Taxes and Tax Withholding. You are required to, and your obligations under the foregoing paragraph 11 specifically include an obligation to, indemnify and hold harmless the Indemnified Parties from and against any tax, interest, additions to tax, penalties, and reasonable attorneys’ and accountants’ fees and disbursements, together with interest on the foregoing amounts at a rate equal to 5% over the London Inter-Bank Offered Rate on three-month Dollar deposits, computed from the date of payment by the Manager or the Fund through the date of reimbursement to the Manager, or the Fund arising from the Manager’s or the Fund’s failure to withhold and pay over to the US Internal Revenue Service (or any other governmental or regulatory authority in any jurisdiction) any amounts computed, as required by law, with respect to the income or gains allocated to you, amounts distributed to you, or amounts rebated by the Manager or the Fund to you (each with respect to your Interests during the period from your acquisition of your Interests until your transfer or redemption of such Interests); provided that no Indemnified Party will be entitled to indemnification in respect of penalties, interest on penalties and professional fees and disbursements incurred as a result of the gross negligence, willful malfeasance, bad faith or criminal wrongdoing of such Indemnified Party. In addition, in connection with an investment in the Fund, you agree to, as applicable, (i) reimburse the Fund for any taxes paid by the Fund in respect of any item of income, gain, loss or deduction that is properly allocable to you under the Fund Agreement or (ii) reflect in your United States federal income tax return(s) for the applicable year your allocable share of the Fund’s income, gain, loss or deduction as reported on an adjusted Schedule K-1 furnished by the Fund pursuant to the Fund election under Section 6226 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, in each case regardless of whether you continue to be an investor in the Fund at the time such taxes are paid or an adjusted Schedule K-1 is provided. Your obligation hereunder will survive any transfer, redemption or withdrawal of your Interests and any dissolution or termination of the Fund. In addition to any other remedies the persons and entities indemnified hereunder may have, any amount payable by you hereby may be offset against amounts payable by the Fund to you.

Indemnity as to Taxes and Tax Withholding. You are required to, and your obligations under the foregoing paragraph 11 specifically include an obligation to, indemnify and hold harmless the Indemnified Parties from and against any tax, interest, additions to tax, penalties, and reasonable attorneys’ and accountants’ fees and disbursements, together with interest on the foregoing amounts at a the rate prescribed by the Memorandum for such amounts (unless no rate is prescribed, in which case the rate will be equal to 5% over the London Inter-Bank Offered Rate on three-month Dollar deposits), computed from the date of payment by the Manager or the Fund Company through the date of reimbursement to the Manager, or the Fund Company arising from the Manager’s or the FundCompany’s failure to withhold and pay over to the US Internal Revenue Service (or any other governmental or regulatory authority in any jurisdiction) any amounts computed, as required by law, with respect to the income or gains allocated to you, amounts distributed to you, or amounts rebated by the Manager or the Fund Company to you (each with respect to your Interests Shares during the period from your acquisition of your Interests Shares until your transfer or redemption of such InterestsShares); provided that no Indemnified Party will be entitled to indemnification in respect of penalties, interest on penalties and professional fees and disbursements incurred as a result of the gross negligence, willful malfeasance, bad faith or criminal wrongdoing of such Indemnified Party. In addition, in connection with an investment in the Fund, you agree to, as applicable, (i) reimburse the Fund for any taxes paid by the Fund in respect of any item of income, gain, loss or deduction that is properly allocable to you under the Fund Agreement or (ii) reflect in your United States federal income tax return(s) for the applicable year your allocable share of the Fund’s income, gain, loss or deduction as reported on an adjusted Schedule K-1 furnished by the Fund pursuant to the Fund election under Section 6226 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, in each case regardless of whether you continue to be an investor in the Fund at the time such taxes are paid or an adjusted Schedule K-1 is provided. Your obligation hereunder will survive any transfer, redemption or withdrawal of your Interests Shares and any dissolution or termination of the FundCompany. In addition to any other remedies the persons and entities indemnified hereunder may have, any amount payable by you hereby may be offset against amounts payable by the Fund Company to you.

Indemnity as to Taxes and Tax Withholding. You are required to, and your obligations under the foregoing paragraph 11 7 specifically include an obligation to, indemnify and hold harmless the Indemnified Parties from and against any tax, interest, additions to tax, penalties, and reasonable attorneys’ and accountants’ fees and disbursements, together with interest on the foregoing amounts at a the rate prescribed by the Memorandum for such amounts (unless no rate is prescribed, in which case the rate will be equal to 5% over the London InterICE Bank of America Xxxxxxx Xxxxx Three-Bank Offered Rate on three-month Dollar depositsMonth U.S. Treasury Bill Index, or such other similar index as GS determines in its discretion), computed from the date of payment by the Manager or the Fund through the date of reimbursement to the Manager, Manager or the Fund Fund, arising from the Manager’s or the Fund’s failure to withhold and pay over to the US Internal Revenue Service (or any other governmental or regulatory authority in any jurisdiction) any amounts computed, as required by law, with respect to the income or gains allocated to you, amounts distributed to you, or amounts rebated by the Manager or the Fund to you (each with respect to your Interests Shares during the period from your acquisition of your Interests Shares until your transfer or redemption of such InterestsShares in accordance with the Memorandum and the Subscription Agreement); provided that no Indemnified Party will be entitled to indemnification in respect of penalties, interest on penalties and professional fees and disbursements incurred as a result of the gross negligence, willful malfeasance, bad faith or criminal wrongdoing of such Indemnified Party. In addition, in connection with an investment in the Fund, you agree to, as applicable, (i) reimburse the Fund for any taxes paid by the Fund in respect of any item of income, gain, loss or deduction that is properly allocable to you under the Fund Agreement or (ii) reflect in your United States federal income tax return(s) for the applicable year your allocable share of the Fund’s income, gain, loss or deduction as reported on an adjusted Schedule K-1 furnished by the Fund pursuant to the Fund election under Section 6226 of the Code, as amended by Section 1101 of the Bipartisan Budget Act of 2015, in each case regardless of whether you continue to be an investor in the Fund at the time such taxes are paid or an adjusted Schedule K-1 is provided. Your obligation hereunder will survive any transfer, redemption or withdrawal of your Interests Shares and any dissolution or termination of the Fund. In addition to any other remedies the persons and entities indemnified hereunder may have, any amount payable by you hereby may be offset against amounts payable by the Fund to you.