Common use of Payment Free and Clear of Taxes, Etc Clause in Contracts

Payment Free and Clear of Taxes, Etc. (a) Any and all payments made by the Performance Guarantor hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Trustee and the Collateral Agent (each an “Indemnified Party”), taxes imposed on its income and franchise taxes imposed on it by the jurisdiction under the laws of which the Indemnified Party is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities imposed on payments made by the Performance Guarantor hereunder being hereinafter referred to as “Taxes”). If the Performance Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (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 12) such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Performance Guarantor shall make such deductions, and (iii) the Performance Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payment Free and Clear of Taxes, Etc. (a) Any and all payments made by the Performance Guarantor Cendant or Wyndham Worldwide hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Trustee and the Collateral Agent (each an “Indemnified Party”), taxes imposed on its income and franchise taxes imposed on it by the jurisdiction under the laws of which the Indemnified Party is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities imposed on payments made by the Performance Guarantor Cendant or Wyndham Worldwide hereunder being hereinafter referred to as “Taxes”). If the Performance Guarantor Cendant or Wyndham Worldwide shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (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 12) such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Performance Guarantor Cendant or Wyndham Worldwide, as applicable, shall make such deductions, and (iii) the Performance Guarantor Cendant or Wyndham Worldwide, as applicable, shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payment Free and Clear of Taxes, Etc. (a) Any and all payments made by the Performance Guarantor Wyndham Worldwide hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Trustee and the Collateral Agent (each an “Indemnified Party”), taxes imposed on its income and franchise taxes imposed on it by the jurisdiction under the laws of which the Indemnified Party is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities imposed on payments made by the Performance Guarantor Wyndham Worldwide hereunder being hereinafter referred to as “Taxes”). If the Performance Guarantor Wyndham Worldwide shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (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 1211) such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Performance Guarantor Wyndham Worldwide shall make such deductions, and (iii) the Performance Guarantor Wyndham Worldwide shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payment Free and Clear of Taxes, Etc. (a) Any and all ------------------------------------ payments made by the Performance Guarantor Parent hereunder shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Trustee and the Collateral Agent (each an “Indemnified Transferee Party”), taxes imposed on its income and franchise taxes imposed on it by the jurisdiction under the laws of which the Indemnified such Transferee Party is organized or in which it is otherwise doing business or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities imposed on payments made by the Performance Guarantor hereunder being hereinafter referred to as “"Taxes”"). If the Performance Guarantor Parent shall be required by law to deduct any Taxes from or ----- in respect of any sum payable hereunder to any Indemnified Transferee Party, (i) the sum payable shall be increased as may be necessary so that after making all required deductions of Taxes (including deductions applicable to additional sums payable under this Section 127) such Indemnified Transferee Party receives an amount equal to the sum --------- it would have received had no such deductions been made, (ii) the Performance Guarantor Parent shall make such deductions, deductions and (iii) the Performance Guarantor Parent shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payment Free and Clear of Taxes, Etc. (a) Any and all payments made by the Performance Guarantor hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Depositor, the Issuer, the Trustee and the Collateral Agent (each an “Indemnified Party”), taxes imposed on its income and franchise taxes imposed on it by the jurisdiction under the laws of which the Indemnified Party is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities imposed on payments made by the Performance Guarantor hereunder being hereinafter referred to as “Taxes”). If the Performance Guarantor shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (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 127) such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Performance Guarantor shall make such deductions, and (iii) the Performance Guarantor shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

Payment Free and Clear of Taxes, Etc. (a) vii.Any and all payments made by the Performance Guarantor Wyndham Destinations hereunder shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of the Series 2008-A Trustee and the Collateral Agent (each an “Indemnified Party”), taxes imposed on its income and franchise taxes imposed on it by the jurisdiction under the laws of which the Indemnified Party is organized (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities imposed on payments made by the Performance Guarantor Wyndham Destinations hereunder being hereinafter referred to as “Taxes”). If the Performance Guarantor Wyndham Destinations shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Indemnified Party, (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 12) 8) such Indemnified Party receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Performance Guarantor Wyndham Destinations shall make such deductions, and (iii) the Performance Guarantor Wyndham Destinations shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.