Net of Taxes. All payments by or on behalf of the Authority under this Agreement shall be made without counterclaim, set-off, condition or qualification, and free and clear of and without deduction or withholding for or by reason of any present or future taxes, levies, imposts, deductions or charges of any nature whatsoever, excluding, however, taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as “Taxes”). If requested, the Bank, and any Participant shall from time to time provide the Authority, the Issuing and Paying Agent and the United States Internal Revenue Service (to the extent such information and forms may be lawfully provided by the Bank or such Participant) with such information and forms as may be required by Treasury Regulations Section 1.1411 or any other such information and forms as may be necessary to establish that the Authority is not subject to any withholding obligation under Section 1442 or other comparable provisions of the Code. If as a result of a Change of Law, the Authority shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.6(c)) the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Authority shall make such deductions and
Appears in 1 contract
Net of Taxes. All payments by or on behalf of the Authority under this Agreement shall be made without counterclaim, set-–off, condition or qualification, and free and clear of and without deduction or withholding for or by reason of any present or future taxes, levies, imposts, deductions or charges of any nature whatsoever, excluding, however, taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein (all such non-–excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as “Taxes”). If requested, the Bank, any Assignee and any Participant shall from time to time provide the Authority, the Issuing and Paying Tender Agent and the United States Internal Revenue Service (to the extent such information and forms may be lawfully provided by the Bank or such Assignee or Participant) with such information and forms as may be required by Treasury Regulations Section 1.1411 or any other such information and forms as may be necessary to establish that the Authority is not subject to any withholding obligation under Section 1442 or other comparable provisions of the Code. If as a result of a Change of Law, the Authority shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.6(c2.07(c)) the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Authority shall make such deductions andand (iii) the Authority shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Authority shall make any payment under this Section 2.07(c) to or for the benefit of the Bank with respect to Taxes and if the Bank shall claim any credit or deduction for such Taxes against any other taxes payable by the Bank to any taxing jurisdiction in the United States then the Bank shall pay to the Authority an amount equal to the amount by which such other taxes are actually reduced; provided, however, that the aggregate amount payable by the Bank pursuant to this sentence shall not exceed the aggregate amount previously paid by the Bank with respect to such Taxes. The amounts owed by the Authority as compensation to the Bank pursuant to this Section 2.07(c) shall be calculated as though the Bank were the holder of all Purchased Bonds and without regard to any sales of Purchased Bonds by the Bank pursuant to Section 2.04(a) hereof.
Appears in 1 contract
Samples: Bond Purchase Agreement
Net of Taxes. All payments by or on behalf of to be made to the Authority Lender under this Agreement or the other Loan Documents shall be made without counterclaim, set-off, condition or qualification, and free and clear of of, and without deduction or withholding reduction for or by reason of on account of, any present or future taxes, levies, imposts, deductions or charges of any nature whatsoever, excludingTaxes; provided, however, taxes imposed on if any Taxes are required by Applicable Law or measured by the net income interpretation or capital of the Bank application thereof by any jurisdiction court or Government Authority to be withheld from any interest or other amount payable to the Lender under this Agreement or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as “Taxes”). If requestedother Loan Document, the Bank, and any Participant amount so payable to the Lender shall from time to time provide the Authority, the Issuing and Paying Agent and the United States Internal Revenue Service (be increased to the extent necessary to yield to the Lender, on a net basis after payment of all Taxes (including all Taxes imposed on any additional amounts payable under this subsection), interest or any such information and forms may be lawfully provided by the Bank or such Participant) with such information and forms as may be required by Treasury Regulations Section 1.1411 other amount payable under this Agreement or any other Loan Document at the rate or in the amount specified under this Agreement or any other Loan Document. The Borrowers shall be fully liable and responsible for and shall, promptly following receipt of a request from the Lender, pay to the Lender, any and all Taxes in the nature of sales, use, and goods and services Taxes payable under the laws of Canada or any Province of Canada, or payable under the laws of any other country or jurisdiction with respect to any and all goods and services made available under this Agreement or any other Loan Document to the Borrowers by the Lender. Whenever any Taxes are payable by the Borrowers, as promptly as possible thereafter that the Borrowers shall send or cause to be sent to the Lender, a certified copy of an original official receipt showing payment of such information Taxes. If the Borrowers fail to pay any Taxes when due or if the Borrowers fail to remit to the Lender the required documentary evidence of such payment, the Borrowers shall indemnify and forms as save harmless the Lender from any Taxes or other liabilities that may become payable by the Lender or to which the Lender may be necessary to establish that the Authority is not subject to any withholding obligation under Section 1442 or other comparable provisions of the Code. If subjected as a result of a Change any such failure. A certificate of Law, the Authority shall be required by law Lender as to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect amount of any sum payable hereunder to such Taxes and containing details of the Bankcalculation of such Taxes shall be, (i) absent manifest error, conclusive evidence of the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.6(c)) the Bank receives an amount equal to the sum it would have received had no of such deductions been made, (ii) the Authority shall make such deductions andTaxes.
Appears in 1 contract
Samples: Credit Agreement (BBX Capital, Inc.)
Net of Taxes. All payments by or on behalf of the Authority Issuer under this Agreement shall be made without counterclaim, set-–off, condition or qualification, and free and clear of and without deduction or withholding for or by reason of any present or future taxes, levies, imposts, deductions or charges of any nature whatsoever, excluding, however, taxes imposed on or measured by the net income or capital of the Bank Dexia by any jurisdiction or any political subdivision or taxing authority thereof or therein (all such non-–excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as “Taxes”). If requested, the BankDexia, any Assignee and any Participant shall from time to time provide the AuthorityIssuer, the Issuing and Paying Agent Trustee and the United States Internal Revenue Service (to the extent such information and forms may be lawfully provided by the Bank Dexia or such Assignee or Participant) with such information and forms as may be required by Treasury Regulations Section 1.1411 1.1441 or any other such information and forms as may be necessary to establish that the Authority Issuer is not subject to any withholding obligation under Section 1442 or other comparable provisions of the Code. If as a result of a Change of Law, the Authority Issuer shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder to the BankDexia, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.6(c2.07(c)) the Bank Dexia receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Authority Issuer shall make such deductions andand (iii) the Issuer shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Issuer shall make any payment under this Section 2.07(c) to or for the benefit of Dexia with respect to Taxes and if Dexia shall claim any credit or deduction for such Taxes against any other taxes payable by Dexia to any taxing jurisdiction in the United States then Dexia shall pay to the Issuer an amount equal to the amount by which such other taxes are actually reduced; provided, however, that the aggregate amount payable by Dexia pursuant to this
Appears in 1 contract
Samples: Bond Purchase Agreement
Net of Taxes. All payments by or on behalf of the Authority Issuer under this Agreement shall be made without counterclaim, set-set off, condition or qualification, and free and clear of and without deduction or withholding for or by reason of any present or future taxes, levies, imposts, deductions or charges of any nature whatsoever, excluding, however, taxes imposed on or measured by the net income or capital of the Bank by any jurisdiction or any political subdivision or taxing authority thereof or therein (all such non-non excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being referred to as “Taxes”). If requested, the Bank, any Assignee and any Participant shall from time to time provide the AuthorityIssuer, the Issuing and Paying Agent Trustee and the United States Internal Revenue Service (to the extent such information and forms may be lawfully provided by the Bank or such Assignee or Participant) with such information and forms as may be required by Treasury Regulations Section 1.1411 or any other such information and forms as may be necessary to establish that the Authority Issuer is not subject to any withholding obligation under Section 1442 or other comparable provisions of the Code. If as a result of a Change of Law, the Authority Issuer shall be required by law to withhold or deduct any Taxes imposed by the United States or any political subdivision thereof from or in respect of any sum payable hereunder to the Bank, (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 2.6(c2.07(c)) ), the Bank receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Authority Issuer shall make such deductions anddeductions, and (iii) the Issuer shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law. If the Issuer shall make any payment under this Section 2.07(c) to or for the benefit of the Bank with respect to Taxes and if the Bank shall claim any credit or deduction for such Taxes against any other taxes payable by the Bank to any taxing jurisdiction in the United States then the Bank shall pay to the Issuer an amount equal to the amount by which such other taxes are actually reduced; provided, however, that the aggregate amount payable by the Bank pursuant to this sentence shall not exceed the aggregate amount previously paid by the Bank with respect to such Taxes. The source of Issuer payments under this Section 2.07(c) shall be limited to the moneys held in the Revenue Fund created pursuant to the 1991 Master Resolution and available thereunder for such purpose.
Appears in 1 contract
Samples: Bond Purchase Agreement