Common use of Net Payment Clause in Contracts

Net Payment. All payments by the Guarantor hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp or franchise taxes and other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender's net income or receipts (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Guarantor hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Guarantor will, within fifteen days (a) pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and (c) pay to the Agent for the account of the Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against the Agent or any Lender with respect to any payment received by the Agent or such Lender hereunder, the Agent or such Lender may pay such Taxes and the Guarantor will promptly pay such additional amounts (including any penalties, interest or expenses) as is necessary in order that the net amount received by such person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person would have received had not such Taxes been asserted; provided that, other than with respect to the payment of any Israeli withholding Taxes, the Guarantor will not be obligated to pay such additional amounts to the Agent or such Lender to the extent that such additional amounts shall have been incurred as a consequence of the Agent's or such Lender's gross negligence or willful misconduct, as the case may be.

Net Payment. (a) All payments amounts payable by the Guarantor Company hereunder shall will be made paid in full, free and clear of and without deduction for any present all Taxes now or future incomehereafter levied, excisecollected, stamp withheld, assessed or franchise taxes and otherwise imposed, other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender's net income or receipts than Excluded Taxes (such non-excluded items being called "“Indemnified Taxes"”). In If any Indemnified Taxes are so levied or imposed, the event Company agrees to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that any every payment of all amounts due hereunder, after withholding or deduction or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Company shall promptly furnish to the Bank tax receipts or other evidence of the payment by the Company of any such Indemnified Taxes that are due under applicable law and, if the Bank pays any such Indemnified Taxes, the Bank shall furnish to the Company copies of tax receipts evidencing such payment by the Bank. If the Company is prohibited by law from making one or more payments under this Agreement free of Indemnified Taxes in accordance herewith, or if any payment taxing authority shall at any time assert that the Bank is required to be pay any such Indemnified Taxes with respect to payments made by the Guarantor hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulationCompany under this Agreement, then the Guarantor will, within fifteen days (a) Company shall pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and (c) pay to the Agent for the account of the Lenders such additional amount or amounts to the Bank as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against the Agent or any Lender with respect to any payment received by the Agent or such Lender hereunder, the Agent or such Lender may pay such Taxes and the Guarantor will promptly pay such additional amounts (including any penalties, interest or expenses) as is be necessary in order that the net actual amount received by such person Bank after all Indemnified Taxes (and after payment of any additional Indemnified Taxes due as a consequence of the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person that would have been received had by the Bank if such Indemnified Taxes were not required. Whenever any such Indemnified Taxes been asserted; provided that, other than with respect are required to be withheld or deducted from any amounts payable to the Bank hereunder, the Company shall pay such Indemnified Taxes to the appropriate taxing authority for the account of the Bank and, as promptly as possible thereafter, send to the Bank an official receipt showing payment of thereof, together with such additional documentary evidence as may be reasonably required from time to time by the Bank. If the Company fails to pay any Israeli withholding such Indemnified Taxes when due to the appropriate taxing authority or fails to remit any such official receipts or other required documentary evidence, the Company agrees to indemnify the Bank for and to hold the Bank harmless from and against any incremental Indemnified Taxes, interest or penalties that may become payable by the Guarantor will not be obligated to pay such additional amounts to the Agent or such Lender to the extent that such additional amounts shall have been incurred Bank as a consequence result of the Agent's or such Lender's gross negligence or willful misconduct, as the case may befailure.

Net Payment. (a) All payments amounts payable by the Guarantor Company hereunder shall will be made paid in full, free and clear of and without deduction for any present all Taxes now or future incomehereafter levied, excisecollected, stamp withheld, assessed or franchise taxes and otherwise imposed, other taxes, fees, duties, withholdings or other charges of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and taxes imposed on or measured by any Lender's net income or receipts than Excluded Taxes (such non-excluded items being called "“Indemnified Taxes"”). In If any Indemnified Taxes are so levied or imposed, the event Company agrees to pay the full amount of such Indemnified Taxes and such additional amounts as may be necessary so that any every payment of all amounts due hereunder, after withholding or deduction or on account of any Indemnified Taxes, will not be less than the amount provided for herein. The Company shall promptly furnish to the Bank tax receipts or other evidence of the payment by the Company of any such Indemnified Taxes that are due under applicable law and, if the Bank pays any such Indemnified Taxes, the Bank shall furnish to the Company copies of tax receipts evidencing such payment by the Bank. If the Company is prohibited by law from making one or more payments under this Agreement free of Indemnified Taxes in accordance herewith, or if any payment taxing authority shall at any time assert that the Bank is required to be pay any such Indemnified Taxes with respect to payments made by the Guarantor hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulationCompany under this Agreement, then the Guarantor will, within fifteen days (a) Company shall pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and (c) pay to the Agent for the account of the Lenders such additional amount or amounts to the Bank as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against the Agent or any Lender with respect to any payment received by the Agent or such Lender hereunder, the Agent or such Lender may pay such Taxes and the Guarantor will promptly pay such additional amounts (including any penalties, interest or expenses) as is be necessary in order that the net actual amount received by such person Bank after all Indemnified Taxes (and after payment of any additional Indemnified Taxes due as a consequence of the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person that would have been received had by the Bank if such Indemnified Taxes were not required. Whenever any such Indemnified Taxes been asserted; provided thatare required to be withheld or deducted from any amounts payable to the Bank hereunder, the Company shall pay such Indemnified Taxes to the appropriate taxing authority for the account of the Bank and, as promptly as possible thereafter, send to the Bank an official receipt showing payment thereof, together with such additional documentary evidence as may be reasonably required from time to time by the Bank. If the Company fails to pay any such Indemnified Taxes when due to the appropriate taxing authority or fails to remit any such official receipts or other than required documentary evidence, the Company agrees to indemnify the Bank for and to hold the Bank harmless from and against any incremental Indemnified Taxes, interest or penalties that may become payable by the Bank as a result of such failure. (b) If the Bank is entitled to an exemption from, or reduction of, withholding Tax with respect to payments made under this Agreement, it shall deliver to the payment Company, at the time or times reasonably requested by the Company, such properly completed and executed documentation reasonably requested by the Company as will permit such payments to be made without withholding or at a reduced rate of any Israeli withholding Taxeswithholding. In addition, if reasonably requested by the Borrower, the Guarantor Bank shall deliver such other documentation prescribed by applicable law or reasonably requested by the Company as will enable the Company to determine whether or not be obligated the Bank is subject to pay such additional amounts to the Agent backup withholding or such Lender to the extent that such additional amounts shall have been incurred as a consequence of the Agent's or such Lender's gross negligence or willful misconduct, as the case may beinformation reporting requirements. - 6 - ARTICLE 3 CONDITIONS PRECEDENT Section 3.1.

Net Payment. All payments amounts payable by the Guarantor Company hereunder shall will be made paid in full, free and clear of and without deduction for any present all Taxes now or future incomehereafter levied, excisecollected, stamp withheld, assessed or franchise taxes and other taxesotherwise imposed, fees, duties, withholdings or other charges except in the case of any nature whatsoever imposed by any taxing authority, but excluding franchise taxes and the taxes imposed on or measured by any Lender's the overall net income or receipts (such non-excluded items being called "Taxes"). In the event that any withholding or deduction from any payment to be made by the Guarantor hereunder is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Guarantor will, within fifteen days (a) pay directly to the relevant authority the full amount required to be so withheld or deducted; (b) promptly forward to the Agent an official receipt or other documentation satisfactory to the Agent evidencing such payment to such authority; and (c) pay to the Agent for the account of the Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by each Lender will equal the full amount such Lender would have received had no such withholding or deduction been requiredBank. If any Taxes are directly asserted against so levied or imposed, the Agent Company agrees to pay the full amount of such Taxes and such additional amounts as may be necessary so that every payment of all amounts due hereunder, after withholding or deduction or on account of any Lender Taxes, will not be less than the amount provided for herein. The Company shall promptly furnish to the Bank tax receipts or other evidence of the payment by the Company of any such Taxes that are due under applicable law and, if the Bank pays any such Taxes, the Bank shall furnish to the Company copies of tax receipts evidencing such payment by the Bank. If the Company is prohibited by law from making one or more payments under this Agreement free of Taxes in accordance herewith, or if any taxing authority shall at any time assert that the Bank is required to pay any such Taxes with respect to any payment received payments made by the Agent or such Lender hereunderCompany under this Agreement, then the Agent or such Lender may pay such Taxes and the Guarantor will promptly Company shall pay such additional amounts (including any penalties, interest or expenses) amount to the Bank as is may be necessary in order that the net actual amount received by such person Bank after all Taxes (and after payment of any additional Taxes due as a consequence of the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such person that would have been received had not by the Bank if such Taxes been asserted; provided that, other than with respect were not required. Whenever any such Taxes are required to be withheld or deducted from any amounts payable to the payment of any Israeli withholding TaxesBank hereunder, the Guarantor will not Company shall pay such Taxes to the appropriate taxing authority for the account of the Bank and, as promptly as possible thereafter, send to the Bank an official receipt showing payment thereof, together with such additional documentary evidence as may be obligated reasonably required from time to time by the Bank. If the Company fails to pay any such additional amounts Taxes when due to the Agent appropriate taxing authority or fails to remit any such Lender official receipts or other required documentary evidence, the Company agrees to indemnify the extent Bank for and to hold the Bank harmless from and against any incremental taxes, interest or penalties that such additional amounts shall have been incurred may become payable by the Bank as a consequence result of the Agent's or such Lender's gross negligence or willful misconduct, as the case may befailure.