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.
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. (a) 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 each applicable Lender, within ten (10) Business Days after written request by such Lender, all other Indemnified Taxes. Promptly following written request by a Lender, Borrower shall deliver to such Lender evidence, reasonably satisfactory to such Lender, of payment of Indemnified Taxes.
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. DB1/ 149149761.5
