Payment of Indemnified Taxes Sample Clauses

Payment of Indemnified Taxes. All payments by the Borrower of principal of, and interest on, the Loans and all other payments by the Borrower, the Seller, or the Servicer hereunder or under any other Transaction Document 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, levies, imposts, deductions, assessments, duties, withholdings or other charges of any nature whatsoever imposed by any Governmental Authority, including any interest or penalties thereon or additions thereto (any of the foregoing, “Taxes”), except as may be required by law. In the event that any withholding or deduction from any payment to be made by the Borrower hereunder and/or under any other Transaction Document is required in respect of any Taxes pursuant to any applicable law, rule or regulation, then the Borrower will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to the affected Lender or its agent an official receipt or other documentation evidencing such payment to such authority; and (iii) solely in the case of Taxes other than Excluded Taxes (such non-excluded Taxes imposed on or with respect to any payment made by or on account of any Obligation of the Borrower hereunder or under any other Transaction Document being called “Indemnified Taxes”), pay to the affected Lender or its agent such additional amount or amounts as is necessary to ensure that the net amount actually received by such Lender will equal the full amount such Lender would have received had no such withholding or deduction been required. In connection with any amounts to be reimbursed to any Lender on a Settlement Date pursuant to this Section, the Borrower hereby agrees that it shall cause the Servicer to reflect such amounts to be reimbursed to each Lender on the Servicer’s Monthly Settlement Certificate.
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Payment of Indemnified Taxes. Any Taxes for which an indemnifying party is liable under Section 7.3, 7.4 or 7.5 shall be paid promptly by the indemnifying party.
Payment of Indemnified Taxes. As between Purchaser and the Equityholders, Indemnified Taxes initially shall be paid by either: (A) paying such Tax with the filing of the Tax Return with respect to which the Tax is reported where the responsibility to prepare and file such Tax Return is assigned to Shareholder Representative under this Agreement or (B) paying an amount to Purchaser as provided in Section 5.2(b) where the responsibility to prepare and file the Tax Return with respect to which the Tax is reported is assigned to Purchaser.
Payment of Indemnified Taxes. Payment by the Indemnifying Party of any amount due under Section 8.2 will be made within ten (10) days following written notice by the Indemnified Party that payment of such amounts to the appropriate Taxing Authority is due, or, in the case of Taxes paid by any member of Seller Group thereof prior to the Closing, but that are the responsibility of Purchaser pursuant to Section 8.2 hereof, within ten (10) days following written notice that such Taxes have been paid; provided, that the Tax Indemnitee will comply with its obligation to promptly notify the Tax Indemnitor under Section 8.4(b); provided, further, that a Tax Indemnitor will not be required to make any payment earlier than two (2) days before the same is due to the appropriate Taxing Authority. Notwithstanding anything to the contrary herein, if Seller Parent receives an assessment or other notice of Taxes due with respect to the assets or income of the Acquired Companies or the Contributed Assets for which Purchaser is responsible pursuant to Section 8.2, then the Purchaser will pay such Taxes, or if any member of Seller Group (excluding, for the avoidance of doubt, the Acquired Companies after the Closing Date) pays such Taxes, then the Purchaser will pay to Seller Parent (or such Seller Parent Subsidiaries as designated by Seller Parent) the amount of such Taxes for which Purchaser is responsible within five (5) days following such payment. In the case of a Tax that is contested in accordance with the provisions of Section 8.4(b), payment of the Tax to the appropriate Taxing Authority will be considered to be due no earlier than the date of a Final Determination with respect to such Tax.
Payment of Indemnified Taxes. Borrower shall pay (i) to the applicable Governmental Authority as and when due all Indemnified Taxes, in accordance with applicable Legal Requirements, and (ii) to Lender, within fifteen (15) days after written request by Lender, all other Indemnified Taxes. Promptly following written request by Lender, Borrower shall deliver to Lender evidence, reasonably satisfactory to Lender, of payment of Indemnified Taxes.

Related to Payment of Indemnified Taxes

  • Payment of Other Taxes Without limiting the foregoing, Borrowers shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at Agent’s option, timely reimburse Agent for payment of, any Other Taxes.

  • Excluded Taxes Any of the following Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or its Commitment pursuant to an Applicable Law in effect on the date on which (i) such Lender acquires such interest in the Loan or its Commitment (other than pursuant to an assignment request by the Borrower under §4.14 as a result of costs sought to be reimbursed pursuant to §4.3 or (ii) such Lender changes its lending office, except in each case to the extent that, pursuant to §4.3, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Recipient’s failure to comply with §4.3(g) and (d) any U.S. federal withholding Taxes imposed under FATCA. Extension Request. See §2.12(a)(i).

  • Other Taxes In addition, to the fullest extent permitted by applicable law, the Borrower agrees to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement, any Assignment or any Security Instrument (hereinafter referred to as "Other Taxes").

  • Payment of Other Taxes by Borrower The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Initial Lender, the Required Lenders or the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by Xxxxxxxx The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by the Borrower The Borrower shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

  • Payment of Other Taxes by the Borrowers Without limiting the provisions of subsection (a) above, each Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

  • Payment of Other Taxes by Loan Parties The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable law, or at the option of the Administrative Agent timely reimburse it for, Other Taxes.

  • Tax Treatment of Indemnity Payments Seller and Buyer agree to treat any indemnity payment made pursuant to this Article X as an adjustment to the Purchase Price for Tax purposes.

  • Treatment of Indemnity Payments Any payments made to an Indemnified Party pursuant to this Article VII or pursuant to the Escrow Agreement shall be treated as an adjustment to the Purchase Price for tax purposes.

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