Common use of Payments and Taxes Clause in Contracts

Payments and Taxes. Any and all payments made by Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Agreement or any other Loan Document Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan DocumentDocuments) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document Documents to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, Law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable by Borrower as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment within thirty (30) days of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all payments made (i) If any payment, distribution or provision of a benefit by Borrower under the Company to or for the benefit of Executive in connection with a Change in Control, whether paid or payable, distributed or distributable or provided or to be provided pursuant to the terms of this Agreement or otherwise (each a “Payment” and the aggregate of such Payments, the “Aggregate Payment”), would be subject to an excise tax imposed by Section 4999 of the Code that would not have been imposed absent such Payment, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, hereinafter collectively referred to as the “Excise Tax”), Company shall pay to Executive an additional payment (a “Gross-up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Taxes imposed on any Gross-up Payment, Executive retains an amount of the Gross-up Payment (taking into account any similar gross-up payments to Executive under any stock incentive or other Loan Document benefit plan or program of the Company) equal to the Excise Tax imposed upon the Payments. The determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment shall be made free by an independent auditor (the “Auditor”) jointly selected by the Company and clear Executive. The Auditor shall be a nationally recognized United States public accounting firm. Executive shall notify the Company in writing of any claim by the Internal Revenue Service which, if successful, would require Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and without deduction Executive) within ten (10) business days after the receipt of such claim. The Company shall notify Executive in writing at least ten (10) business days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive shall cooperate fully with the Company in such action; provided, however, Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and all present or future taxespenalties with respect thereto, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or residentthe Company’s action. If, conducting business (other than as a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise result of the Company’s action with respect toto a claim, Executive receives a refund of any amount paid by the Company with respect to such claim, Executive shall promptly pay such refund to the Company. If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of such claim, if any, which it has not previously paid to Executive. (ii) Notwithstanding anything in Section 21(d)(i) to the contrary, in the event that the Auditor determines that the Aggregate Payment is equal to less than 110% of the product of (i) three and (ii) Executive’s Base Amount (as such term is defined in Section 280G(b)(3) of the Code and the regulations issued under Section 280G of the Code), the Aggregate Payment will be reduced to the minimum amount as will result in no portion of the Aggregate Payment being subject to the Excise Tax; provided that the payments and/or benefits to be eliminated in effecting such reduction shall be agreed upon between the Company and Executive in accordance with (and to the extent permitted by) Section 409A of the Code and the regulations promulgated thereunder. (iii) Any Gross-Up Payment, as determined pursuant to this Agreement Section 21(d), shall be paid by the Company to Executive following receipt of the Auditor’s determination as described in Section 21(d)(i), provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on the relevant Payment are remitted to the Internal Revenue Service or any other Loan Documentapplicable taxing authority or, in the case of amounts relating to a claim that the Company contests as described in Section 21(d)(i), the calendar year in which such claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 21(d) to the contrary, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or having its principal office in any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such jurisdiction withholding. (“Indemnified Taxes”). If iv) The Company may withhold from any Indemnified Taxes payments made under this Agreement all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementlaw.

Payments and Taxes. Any (a) After the Closing Date, in the event (i) the Vendor Group inadvertently receives monies intended for the Purchased Business, the Vendor covenants and agrees to remit such funds to the Purchaser forthwith upon receipt; and (ii) the Purchaser inadvertently receives monies that constitute an Excluded Asset, the Purchaser covenants and agrees to remit such funds to the Vendor Group forthwith upon receipt. (b) From the Closing Date and for a period of three years thereafter, in the event that (i) Vendor Refundable Taxes are inadvertently received by the Purchaser, the Purchaser covenants and agrees to remit such funds to the Vendor upon receipt; and (ii) Purchaser Refundable Taxes are inadvertently received by the Vendor Group, the Vendor covenants and agrees to remit such funds to the Purchaser upon receipt. (c) Each of Vendor and Purchaser hereby covenants and agrees to cooperate in good faith in order to complete and file all payments made applicable Tax returns in respect of FY2023 for any Subsidiaries for which there is no deemed year end as of the Closing pursuant to Applicable Laws concerning Tax; provided, however, that Purchaser shall prepare and file, or cause to be prepared and filed, any Tax returns with respect to the Subsidiaries that are required to be filed (taking into account any applicable extensions) after the Closing, and at least fifteen (15) days prior to filing, Purchaser shall provide a copy of any such Tax return that relates to a Pre-Closing Tax Period to Vendor for Vendor’s review and comment (which comments must be provided to the Purchaser within five days of receipt of the copy of the Tax return by Borrower Vendor), which the Purchaser shall consider in good faith. (d) The parties agree that to the fullest extent permitted under this Agreement or any other Loan Document applicable Law, (i) all Transaction Expenses shall be made free treated as paid or accrued on or before the Closing and clear of as deductible in a Tax period (or portion thereof) ending on or before the Closing Date and without deduction for any and all present or future taxes, levies, imposts, duties, not to apply the “next day rule” under Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) to such deductions, withholdings(ii) if applicable, assessments, to make (and have their respective Affiliates (as applicable) make) an election under Revenue Procedure 2011-29 to deduct in the Pre-Closing Tax Period 70% of the expenses and deductions of the Subsidiaries that are success-based fees as defined in Treasury Regulation Section 1.263(a)-5(f); (iii) to report (and have their respective affiliates (as applicable) report) any gains or other charges imposed income recognized or realized by the Subsidiaries on the Closing Date after the Closing resulting from any governmental authority transaction outside the ordinary course of business by the Subsidiaries on the Closing Date as occurring on the date after the Closing Date pursuant to (including or using the principles of) the “next day rule” under Treasury Regulation section 1.1502-76(b)(1)(ii)(B); and (iv) not to make any interest, additions to tax or penalties applicable theretoelection under Treasury Regulation Section 1.1502-76(b)(2) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result similar provision of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive ratably allocate items incurred by the termination of this AgreementSubsidiaries.

Payments and Taxes. Any Subject to the satisfaction of Lender’s (including any permitted assignee) obligation in the last sentence of this Section 2.6, any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If Subject to the satisfaction of Lender’s obligation in the last sentence of this Section 2.6, if any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement. Lender (including any permitted assignee) shall provide Borrower, within thirty (30) days following the execution of this Loan Agreement (or promptly after any permitted assignment of Lender’s interests hereunder), with a properly executed IRS Form W-9 (or such other form) certifying Borrower’s exemption from “backup withholding” within the meaning of Section 3406 of the Internal Revenue Code.

Payments and Taxes. Any and all All payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. If Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to Lender the required evidence of payment, Borrower shall further indemnify Lender for any incremental taxes, interest, costs or penalties that may become payable by Lender as a result of any such failure. In addition, the Borrower shall pay any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement to the relevant governmental authority in accordance with applicable law. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement. Each Lender that is not organized under the laws of the United States of America or any state thereof (a “Non-U.S. Lender”) shall: (i) deliver to Borrower two copies of either (A) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code)), or (B) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by Borrower under this Agreement; and (ii) deliver to Borrower two further copies of any such form or certification (or any applicable successor form) promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver. Each Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrower, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided, that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender. Borrower shall make all payments hereunder in recognition of such exemption or reduction in rate based on the documentation set forth above.

Payments and Taxes. Any and all payments made (i) Provided an IPO has occurred, if any payment, distribution or provision of a benefit by Borrower under the Company to or for the benefit of Executive, whether paid or payable, distributed or distributable or provided or to be provided pursuant to the terms of this Agreement or otherwise (each a “Payment” and the aggregate of such Payments, the “Aggregate Payment”), would be subject to an excise tax imposed by Section 4999 of the Code that would not have been imposed absent such Payment, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, hereinafter collectively referred to as the “Excise Tax”), Company shall pay to Executive an additional payment (a “Gross-up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Taxes imposed on any Gross-up Payment, Executive retains an amount of the Gross-up Payment (taking into account any similar gross-up payments to Executive under any stock incentive or other Loan Document benefit plan or program of the Company) equal to the Excise Tax imposed upon the Payments. The determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment shall be made free by an independent auditor (the “Auditor”) jointly selected by the Company and clear Executive. The Auditor shall be a nationally recognized United States public accounting firm. Executive shall notify the Company in writing of any claim by the Internal Revenue Service which, if successful, would require Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and without deduction Executive) within ten (10) business days after the receipt of such claim. The Company shall notify Executive in writing at least ten (10) business days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive shall cooperate fully with the Company in such action; provided, however, Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and all present or future taxespenalties with respect thereto, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or residentthe Company’s action. If, conducting business (other than as a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise result of the Company’s action with respect toto a claim, Executive receives a refund of any amount paid by the Company with respect to such claim, Executive shall promptly pay such refund to the Company. If the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to Executive the portion of such claim, if any, which it has not previously paid to Executive. (ii) Notwithstanding anything in Section 21(d)(i) to the contrary, in the event that the Auditor determines that the Aggregate Payment is equal to less than 110% of the product of (i) three and (ii) Executive’s Base Amount (as such term is defined in Section 280G(b)(3) of the Code and the regulations issued under Section 280G of the Code), the Aggregate Payment will be reduced to the minimum amount as will result in no portion of the Aggregate Payment being subject to the Excise Tax; provided that the payments and/or benefits to be eliminated in effecting such reduction shall be agreed upon between the Company and Executive. (iii) The Company may withhold from any payments made under this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes all applicable taxes, including but not limited to income, employment and social insurance taxes, as shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementlaw.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s 's overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”"INDEMNIFIED TAXES"). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s 's obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all payments made by Borrower under (a) All sums payable to the Lessor pursuant to or in connection with this Agreement Guarantee or any other Loan Document Indemnity shall be made paid in full without any set-off or counterclaim whatsoever and free and clear of and without deduction for any and all present deductions or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) withholdings whatsoever save only as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall may be required by Law to be withheld law. (b) If any deduction or deducted from or withholding is required by law in respect of any sum payable under payment due to the Lessor pursuant to or in connection with this Agreement Guarantee and Indemnity or any other Loan Document to any Lenderdocument contemplated by or entered into pursuant hereto, the Guarantor shall: (ai) an additional amount shall be payable as may be necessary so thatensure or procure that the deduction or withholding is made and that it does not exceed the minimum legal requirement therefor; (ii) pay, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to procure the sum it would have received had no such withholdings or deductions been madepayment of, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount deducted or withheld or deducted to the relevant taxing authority Taxation or other authority in accordance with the applicable Law, law; (iii) increase the payment in respect of which the deduction or withholding is required so that the net amount received by the Lessor after the deduction or withholding (and after taking account of any further deduction or withholding which is required to be made which arises as a consequence of the increase) shall be equal to the amount which the Lessor would have been entitled to receive in the absence of any requirement to make a deduction or withholding; and (div) Borrower shall promptly deliver or procure the delivery to such Lender evidence the Lessor of such payment. Borrower’s obligation hereunder shall survive appropriate receipts evidencing the termination deduction or withholding which has been made. (c) If the Lessor determines in its absolute discretion that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Guarantor has made an increased payment or paid a compensating sum under this Clause 10.1 the Lessor shall, provided the Lessor has received all amounts which are then due and payable under any of the provisions of this Agreement.Guarantee and Indemnity, pay to the Guarantor (to the extent that the Lessor can do so without prejudicing, the amount of that benefit and the right of the Lessor to obtain any other benefit relief or allowance which may be available to it) as soon as reasonably practicable such amount, if any, as the Lessor shall determine in its absolute discretion will leave the Lessor in no better and no worse position than the Lessor would have been in if the deduction or withholding had not been required, PROVIDED THAT: (i) the Lessor shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit; (ii) the Lessor shall not be obliged to disclose any information regarding its business, Tax affairs or Tax computations; (iii) if the Lessor has made a payment to the Lessee pursuant to Clause 10.1

Payments and Taxes. Any and all payments made by Borrower under (a) All sums payable to the Lessor and/or any member of the Lessor's Group pursuant to or in connection with this Agreement or any of the other Loan Document Lease Documents shall be made paid in full without any set-off or counterclaim whatsoever and free and clear of and without all deductions or withholdings whatsoever save only as may be required by law. (b) If any deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed withholding is required by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (law in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result respect of any Lender being organized payment due to the Lessor and/or any member of the Lessor's Group pursuant to or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with respect to, this Agreement or any of the other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement Lease Documents or any other Loan Document to any Lenderdocument contemplated by or entered into pursuant hereto or thereto , the Lessee shall: (ai) an additional amount shall be payable as may be necessary so thatensure or procure that the deduction or withholding is made and that it does not exceed the minimum legal requirement therefor; (ii) pay, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to procure the sum it would have received had no such withholdings or deductions been madepayment of, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount deducted or withheld or deducted to the relevant taxing authority Taxation or other authority in accordance with the applicable Lawlaw; (A) if the payment is to be made by the Lessee, increase the payment in respect of which the deduction or withholding is required so that the net amount received by the Lessor or, as the case may be, the applicable Relevant Member as aforesaid after the deduction or withholding (and after taking account of any further deduction or withholding which is required to be made which arises as a consequence of the increase) shall be equal to the amount which the Lessor or, as the case may be, that Relevant Member would have been entitled to receive in the absence of any requirement to make a deduction or withholding; or (das the case may be) (B) Borrower (except to the extent that the deduction or withholding arises under a Payment Agreement and constitutes an Excluded Amount (as defined in the relevant Payment Agreement) and the relevant Payment Bank is required under Clause 4.4 thereof to make an increased payment in respect thereof) if the payment is to be made by any person other than the Lessee, pay directly to the Lessor or, as the case may be, that Relevant Member such sum (a "compensating sum") as will, after taking into account any deduction or withholding which is required to be made in respect of the compensating sum, enable the Lessor or, as the case may be, that Relevant Member to receive, on the due date for payment, a net sum equal to the sum which the Lessor or, as the case may be, that Relevant Member would have received in the absence of any obligation to make a deduction or withholding; and (iv) promptly deliver or procure the delivery to the Lessor or, as the case may be, that Relevant Member of appropriate receipts evidencing the deduction or withholding which has been made. (c) If the Lessor or, as the case may be, the applicable Relevant Member determines in its absolute discretion that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Lessee has made an increased payment or paid a compensating sum under this Clause 25.3 the Lessor or, as the case may be, that Relevant Member shall, provided the Lessor or, as the case may be, that Relevant Member has received all amounts which are then due and payable under any of the provisions of this Agreement and the other Lease Documents, pay to the Lessee (to the extent that the Lessor or, as the case may be, that Relevant Member can do so without prejudicing, the amount of that benefit and the right of the Lessor or, as the case may be, that Relevant Member to obtain any other benefit relief or allowance which may be available to it) as soon as reasonably practicable such amount, if any, as the Lessor shall deliver determine in its absolute discretion will leave the Lessor or, as the case may be, that Relevant Member in no better and no worse position than the Lessor or, as the case may be, that Relevant Member would have been in if the deduction or withholding had not been required, PROVIDED THAT: (i) the Lessor or, as the case may be, that Relevant Member shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit; (ii) the Lessor or, as the case may be, that Relevant Member shall not be obliged to disclose any information regarding its business, Tax affairs or Tax computations; (iii) if the Lessor or, as the case may be, that Relevant Member has made a payment to the Lessee pursuant to Clause 25.3(c) on account of any Tax benefit and it subsequently transpires that the Lessor or, as the case may be, that Relevant Member did not receive that Tax benefit, or received a lesser Tax benefit, the Lessee shall pay on demand to the Lessor such Lender evidence sum as the Lessor may determine as being necessary to restore the after-Tax position of the Lessor or, as the case may be, that Relevant Member to that which it would have been had no adjustment under this proviso (iii) been necessary. Any sums payable by the Lessee to the Lessor under this proviso (iii) shall be subject to the provisions of Clause 25.5; (iv) the Lessor or, as the case may be, that Relevant Member shall not be obliged to make any payment under this Clause 25.3 if, by doing so, it would contravene the terms of any applicable law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law); PROVIDED FURTHER THAT if the Lessee requests the Lessor, in writing, to make an application pursuant to the provisions of a double tax treaty for relief (whether in whole or in part) in respect of any deduction or withholding required by law, the Lessor shall (at the cost of the Lessee) take such action as the Lessee shall reasonably request to make such application to an applicable Tax authority. If the Lessor subsequently obtains a repayment (whether in whole or in part) of such payment. Borrower’s obligation hereunder shall survive deduction or withholding from that Tax authority in circumstances where the termination Lessee has made an increased payment or paid a compensating sum under this Clause 26.3 the Lessor shall, provided that the Lessor has received all amounts which are then due and payable by the Lessee under any of the provision of this AgreementAgreement and the other Lease Documents, pay to the Lessee as great an amount of the repayment as possible as will leave the Lessor in no worse position than the Lessor would have been in if the deduction or withholding had not been required.

Payments and Taxes. Any and all payments made by Borrower under (a) All the sums payable to the Lessor and/or any member of the Lessor's Group pursuant to or in connection with this Agreement or any of the other Loan Document Relevant Lease Documents shall be made paid in full without any set-off or counterclaim whatsoever and free and clear of and without all deductions or withholdings whatsoever save only as may be required by law. (b) If any deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed withholding is required by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (law in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result respect of any Lender being organized payment due to the Lessor and/or any member of the Lessor's Group pursuant to or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with respect to, this Agreement or any of the other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement Relevant Lease Documents or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings document contemplated by or deductions entered into pursuant hereto or thereto (including withholdings any Service Contract), the Lessee shall: (i) ensure or deductions applicable to additional sums payable under this Sectionprocure that the deduction or withholding is made and that it does not exceed the minimum legal requirement therefor; (ii) such Lender receives an amount equal to pay, or procure the sum it would have received had no such withholdings or deductions been madepayment of, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount deducted or withheld or deducted to the relevant taxing authority Taxation or other authority in accordance with the applicable Lawlaw; (A) if the payment is to be made by the Lessee, increase the payment in respect of which the deduction or withholding is required so that the net amount received by the Lessor or, as the case may be, the applicable Relevant Member as aforesaid after the deduction or withholding (and after taking account of any further deduction or withholding which is required to be made which arises as a consequence of the increase) shall be equal to the amount which the Lessor or, as the case may be, that Member would have been entitled to receive in the absence of any requirement to make a deduction or withholding; or (das the case may be) (B) Borrower shall if the payment is to be made by any person other than the Lessee, pay directly to the Lessor or, as the case may be, that Member such sum (a "COMPENSATING SUM") as will, after taking into account any deduction or withholding which is required to be made in respect of the compensating sum, enable the Lessor or, as the case may be, that Member to receive, on the due date for payment, a net sum equal to the sum which the Lessor or, as the case may be, that Member would have received in the absence of any obligation to make a deduction or withholding; and (iv) promptly deliver or procure the delivery to such Lender evidence the Lessor or, as the case may be, that Member of such payment. Borrower’s obligation hereunder shall survive appropriate receipts evidencing the termination deduction or withholding which has been made. (c) If the Lessor or, as the case may be, the applicable Relevant Member determines in its absolute discretion that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Lessee has made an increased payment or paid a compensating sum under this Clause 26.3 the Lessor or, as the case may be, that Member shall, provided the Lessor or, as the case may be, that Member has received all amounts which are then due and payable under any of the provisions of this Agreement.Agreement and the other Relevant Lease Documents, pay to the Lessee (to the extent that the Lessor or, as the case may be, that Member can do so without prejudicing, the amount of that benefit and the right of the Lessor or, as the case may be, that Member to obtain any other benefit relief or allowance which may be available to it) as soon as reasonably practicable such amount, if any, as the Lessor shall determine in its absolute discretion will leave the Lessor or, as the case may be, that Member in no better and no worse position than the Lessor or, as the case may be, that Member would have been in if the deduction or withholding had not been required, PROVIDED THAT: (i) the Lessor or, as the case may be, that Member shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit;

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) upon request, Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any Unless otherwise provided in this Agreement, diaDexus agrees to submit payments for services and all materials provided by Incyte within thirty (30) days from receipt of invoice. All payments hereunder shall be made by Borrower bank wire transfer in immediately available funds to such account as Incyte shall designate in writing from time to time. All payments by diaDexus to Incyte under this Agreement or any other Loan Document shall be made free paid from a diaDexus account in a banking institution located in the United States. diaDexus shall pay, or reimburse Incyte, as appropriate, and clear of indemnify Incyte against any sales, use, value added/ad valorem, surtax and without deduction for any and all present or future personal property taxes, levies, imposts, customs duties, deductionsregistration fees and the like arising out of the provision of services and materials by Incyte to diaDexus under this Agreement. All turnover taxes, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or residentgross revenues and profits taxes, conducting business and other taxes based on Incyte's income (other than a business deemed those covered by the preceding sentence) levied on account of the royalties, milestone payments, license fees and other payments accruing to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable Incyte under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so thatpaid by Incyte. If at any time, after making all required withholdings any jurisdiction within the given country requires the withholding of income taxes or deductions (including withholdings or deductions applicable to additional sums payable under other taxes imposed upon royalty payments set forth in this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been madeArticle 4, (b) Borrower diaDexus shall make such withholdings withholding payments as required and subtract such withholding payments from the royalty payments set forth in this Article 4, or deductionsif applicable, (cIncyte will promptly reimburse diaDexus or its designee(s) Borrower of the amount of such payments. diaDexus shall pay provide Incyte with documentation of such withholding and payment in a manner that is satisfactory for purposes of the full amount withheld or deducted U.S. Internal Revenue Service. They payments to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver be made by diaDexus under Section 4.1 include amounts attributable to such Lender evidence of items as training manuals and the electronic media used for data transfer (e.g.; CD's). Payments attributable to such payment. Borrower’s obligation hereunder shall survive items and the termination of this Agreementclone transfer fees provided for under Section 3.7 are or may be subject to sales tax.

Payments and Taxes. Any and all payments made 17.1 All sums payable by Borrower under this Agreement Polestar hereunder or pursuant hereto (including, where applicable, any other Loan Document sums payable by Polestar to VCFSUK pursuant to its obligations to account for monies received by it as VCFSUK’s agent) whether in respect of commission, fees or otherwise, shall be made paid in full without any set-off or counterclaim whatsoever and free and clear of and without any deduction or withholding whatsoever save only as may be required by law and in the event of any such requirement Polestar will ensure that such deduction or withholding is made and that it does not exceed the minimum legal requirement therefor and contemporaneously with the payment which is subject to such deduction or withholding Polestar shall pay to VCFSUK such additional amount as will result in the receipt by VCFSUK of the full amount which would otherwise have been received hereunder or pursuant hereto had no such deduction or withholding been required to be made. 17.2 If Polestar makes any payment hereunder in respect of which it is required to make any deduction or withholding and to account for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees the same to the relevant taxation or other charges imposed by any governmental authority, it shall pay the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to VCFSUK within thirty (including any interest30) days after receipt thereof, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction the original receipt (or any political subdivision a certified copy thereof) issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld in respect of such payment. 17.3 If VCFSUK makes any supply for Value Added Tax purposes pursuant to or in connection with this Agreement or any transaction or document contemplated herein Polestar shall (save to the extent that VCFSUK is entitled to be indemnified in respect of that Value Added Tax by an increased payment under Clause 17.4 below) pay on demand to VCFSUK an amount equal to any Value Added Tax which is payable in respect of that supply. 17.4 All payments to be made by Polestar under and pursuant to this Agreement are calculated without regard to Value Added Tax. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply for the purposes of Value Added Tax (whether that supply is taxable pursuant to the exercise of an option or otherwise) by VCFSUK, the amount of that payment shall be increased by an amount equal to the amount of Value Added Tax which is chargeable in respect of the taxable supply in question. 17.5 No payment or other consideration to be made or furnished by VCFSUK to Polestar pursuant to or in connection with this Agreement or any transaction or document contemplated herein may be increased or added to by reference to (or as a result of any Lender being organized increase in the rate of) any Value Added Tax which shall be or resident, conducting business may become chargeable in respect of the taxable supply in question and accordingly the provisions of Section 89 of VATA shall not apply in respect of any such payment or other consideration. 17.6 If and to the extent that any payment or other consideration to be made or furnished by VCFSUK to any person (other than Polestar) pursuant to or in connection with this Agreement or any transaction or document contemplated herein may be increased or added to by reference to (or as a business result of any increase in the rate of) any Value Added Tax, Polestar shall pay to VCFSUK on demand an amount equal to that increase or the value of that addition. 17.7 In the event that there shall be any delay in the recovery by VCFSUK of input tax (as the expression is defined in Section 24(1) of VATA) paid by VCFSUK caused solely by the failure of HM Commissioner of Revenue & Customs to treat any supply by a seller under a Used Vehicle Purchase Contract or by VCFSUK under a Sale Contract in accordance with Section 47(2A) VATA or any provision introduced in addition to or as a replacement for the same both as a supply to Polestar and as a supply by Polestar beyond the normal payment date (being the date on which VCFSUK or the VAT group representative member should have received and retained a credit or repayment in respect of such input tax) for the relevant prescribed accounting period for the purposes of Value Added Tax, Polestar shall indemnify VCFSUK in respect thereof by payment to VCFSUK of any amount equal to interest at [***] above Base Rate on the amount of the input tax in respect of which the delay has occurred from the relevant normal payment date to but excluding the date upon which a credit is given or a repayment is actually received in respect of such input tax. 17.8 If VCFSUK makes a payment of Value Added Tax pursuant to or in connection with this Agreement or any transaction or document contemplated herein and, as at the date falling three (3) calendar months after such payment, neither VCFSUK nor a VAT group representative member has received and retained a credit (whether by way of set off or repayment) for that payment as input tax under Sections 24, 25 and 26 of VATA, nor received and retained a credit for it under any similar or equivalent legislation, such payment shall be deemed to arise be Irrecoverable VAT and Polestar shall (subject to the adjustment provisions of Clause 16.1) pay to VCFSUK on demand an amount equal to such payment together with interest thereon at Base Rate from such Lender having executedthe date of payment by VCFSUK to the date of demand and thereafter to the date of reimbursement by Polestar at the rate equal to the aggregate of Base Rate and [***]. 17.9 If, delivered or performed its obligations or received after a particular payment underhas been made under this Agreement, it transpires that Value Added Tax has not been charged when it was chargeable, or enforcedthat the amount of Value Added Tax (if any) that has been charged is not correct, the person making the relevant supply shall (subject to the provisions of Clause 17.5 above) submit an invoice or a supplementary invoice to recover any shortfall (as the case may be), or otherwise a credit note in respect of any overpayment, and the necessary payments or adjustment payments (as the case may be) shall be made on or within ten (10) Business Days thereafter. In respect of any such overpayment by VCFSUK, VCFSUK shall be entitled to charge Polestar interest on the sum overpaid at Base Rate from and including the date of such overpayment to but excluding the date the necessary adjustment payment is made. 17.10 Polestar shall notify VCFSUK immediately or as soon as practicable after (but in any event within two (2) Business Days) if Polestar’s VAT registration number changes or Polestar becomes de-registered for Value Added Tax purposes or Polestar changes business address. 17.11 All stamp, documentary, registration or other like duties or taxes, including any penalties, additions, fines, surcharges or interest relating thereto, which are imposed or chargeable on or in connection with respect to, this Agreement or any other Loan Document) document connected with or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes contemplated by this Agreement shall be required paid by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount Polestar PROVIDED THAT VCFSUK shall be payable as may be necessary so thatentitled but not obliged to pay any such duties or taxes (whether or not they are its primary responsibility), after making all required withholdings whereupon Polestar shall on demand indemnify VCFSUK against those duties or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementtaxes.

Payments and Taxes. Any and all (a) All payments made by the Borrower under this Agreement or any other Loan Document shall are to be made in United States dollars in immediately available funds to the Lender at its account set forth in Clause 15 (or such other account as the Lender may notify the Borrower from time to time) free and clear of and without deduction deduction, set-off or withholding for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu behalf of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement Taxes or any other Loan Document) amounts or having its principal office in such jurisdiction (“Indemnified Taxes”)claims, including counterclaims. If the Borrower is compelled to make any Indemnified Taxes deduction, set-off or withholding for any reason, the Borrower will pay such additional amounts as shall be ensure receipt by the Lender of the full amount that the Lender would have received but for the deduction, set-off or withholding. (b) If the Borrower, in its sole discretion, determines it is required by Law law to be withheld or deducted deduct any U.S. federal withholding taxes from or in respect of any sum payable under this Agreement or any other Loan Document hereunder to any Lender, : (ai) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall will make such withholdings or deductions, (cii) the Borrower shall will pay the full amount withheld or deducted to the relevant taxing taxation authority or other authority in accordance with applicable Lawlaw on the Lender’s behalf, and (diii) the Borrower shall deliver to such Lender evidence of such payment. (c) In the event withholding taxes (e.g., pursuant to section 871(a) or section 881(a) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”)) are directly remitted on behalf of the Lender solely because (i) the Lender fails to provide the appropriate documentation (described in Clause 13.(b) below) in order to take advantage of an otherwise available withholding tax exemption, or (ii) the Lender breaches any of the Lender Representations (described in Clause 13.(a) below), the Borrower shall nevertheless have an obligation to increase the amount of any payment made to the Lender to account for the payment of such tax, or to otherwise indemnify any Lender, in respect of any United States federal withholding taxes remitted on the Lender’s behalf. In such case, however, Lender will reasonably cooperate with Borrower in effecting a release and return of any such withheld amount from applicable authorities and remittance of same to Borrower. (d) If the Repayment Date is not a Business Day, the Repayment Date will be extended to the next succeeding Business Day. During any extension of the Repayment Date interest shall continue to accrue on the Loan for the period of such extension. (e) In the event the Borrower fails to pay in full the amount due on a particular date (including principal, interest and any other amount), then the amount received by the Lender shall be allocated as follows: (i) first, to payment of any amount other than principal and interest, which are owed to the Lender by the Borrower; (ii) second, to payment of any amount of interest; (iii) third, to payment of any principal amount due; and (iv) fourth, to payment of any other principal amount. (f) Any amounts owed by the Borrower under this Agreement shall be considered paid on the value date on which the respective amount is credited to the account of the Lender as confirmed by an extract from the Lender’s obligation hereunder shall survive the termination of this Agreementaccount.

Payments and Taxes. Any and all payments made by Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s 's overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s 's obligation hereunder shall survive the termination of this Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s 's overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“"Indemnified Taxes”"). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s 's obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all All payments made by Borrower to the Lender under this Agreement or any other Loan Document shall be made without set-off or counterclaim and free and clear of and without deduction for any and all present or future taxes, levies, impostsduties, dutiescharges, fees, deductions, withholdings, assessments, fees restrictions or other charges imposed conditions of any description. If the Borrower is required at any time by any governmental authority (including applicable law to make any interestsuch deduction from any payment, additions the sum to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any be paid to the Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required increased by Law such amount to be withheld or deducted from or result in respect of any the Lender receiving a sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum that which it would have received had no such withholdings or deductions deduction been made. If in due course the Lender obtains a credit for the tax deducted by the Borrower, (b) the Lender shall repay to the Borrower a sum equal to the credit obtained. The Loan shall be made available by the Lender to the Borrower at the date of this Agreement and during the Certain Funds Period without set-off or counterclaim and free and clear of and without deduction for taxes, levies, duties, charges, fees, deductions, withholdings, restrictions or conditions of any description. If the Lender is required at any time by any applicable law to make any such deduction from the Loan, the sum to be paid to the Borrower shall make be increased by such withholdings or deductions, (c) amount to result in the Borrower shall pay the full amount withheld or deducted receiving a sum equal to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to that which it would have received had no such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementdeduction been made.

Payments and Taxes. Any and all payments made 17.1 All sums payable by Borrower under this Agreement Polestar hereunder or pursuant hereto (including, where applicable, any other Loan Document sums payable by Polestar to VCFSUK pursuant to its obligations to account for monies received by it as VCFSUK’s agent) whether in respect of commission, fees or otherwise, shall be made paid in full without any set-off or counterclaim whatsoever and free and clear of and without any deduction or withholding whatsoever save only as may be required by law and in the event of any such requirement Polestar will ensure that such deduction or withholding is made and that it does not exceed the minimum legal requirement therefor and contemporaneously with the payment which is subject to such deduction or withholding Polestar shall pay to VCFSUK such additional amount as will result in the receipt by VCFSUK of the full amount which would otherwise have been received hereunder or pursuant hereto had no such deduction or withholding been required to be made. 17.2 If Polestar makes any payment hereunder in respect of which it is required to make any deduction or withholding and to account for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees the same to the relevant taxation or other charges imposed by any governmental authority, it shall pay the full amount to be deducted or withheld to the relevant taxation or other authority within the time allowed for such payment under applicable law and shall deliver to VCFSUK within thirty (including any interest30) days after receipt thereof, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction the original receipt (or any political subdivision a certified copy thereof) issued by such authority evidencing the payment to such authority of all amounts so required to be deducted or withheld in respect of such payment. 17.3 If VCFSUK makes any supply for Value Added Tax purposes pursuant to or in connection with this Agreement or any transaction or document contemplated herein Polestar shall (save to the extent that VCFSUK is entitled to be indemnified in respect of that Value Added Tax by an increased payment under Clause 17.4 below) pay on demand to VCFSUK an amount equal to any Value Added Tax which is payable in respect of that supply. 17.4 All payments to be made by Polestar under and pursuant to this Agreement are calculated without regard to Value Added Tax. If any such payment constitutes the whole or any part of the consideration for a taxable or deemed taxable supply for the purposes of Value Added Tax (whether that supply is taxable pursuant to the exercise of an option or otherwise) by VCFSUK, the amount of that payment shall be increased by an amount equal to the amount of Value Added Tax which is chargeable in respect of the taxable supply in question. 17.5 No payment or other consideration to be made or furnished by VCFSUK to Polestar pursuant to or in connection with this Agreement or any transaction or document contemplated herein may be increased or added to by reference to (or as a result of any Lender being organized increase in the rate of) any Value Added Tax which shall be or resident, conducting business may become chargeable in respect of the taxable supply in question and accordingly the provisions of Section 89 of VATA shall not apply in respect of any such payment or other consideration. 17.6 If and to the extent that any payment or other consideration to be made or furnished by VCFSUK to any person (other than Polestar) pursuant to or in connection with this Agreement or any transaction or document contemplated herein may be increased or added to by reference to as a business result of any increase in the rate of) any Value Added Tax, Polestar shall pay to VCFSUK on demand an amount equal to that increase or the value of that addition. 17.7 In the event that there shall be any delay in the recovery by VCFSUK of input tax (as the expression is defined in Section 24(1) of VATA) paid by VCFSUK caused solely by the failure of HM Commissioner of Revenue & Customs to treat any supply by a seller under a Used Vehicle Purchase Contract or by VCFSUK under a Sale Contract in accordance with Section 47(2A) VATA or any provision introduced in addition to or as a replacement for the same both as a supply to Polestar and as a supply by Polestar beyond the normal payment date (being the date on which VCFSUK or the VAT group representative member should have received and retained a credit or repayment in respect of such input tax) for the relevant prescribed accounting period for the purposes of Value Added Tax, Polestar shall indemnify VCFSUK in respect thereof by payment to VCFSUK of any amount equal to interest at [***] above Base Rate on the amount of the input tax in respect of which the delay has occurred from the relevant normal payment date to but excluding the date upon which a credit is given or a repayment is actually received in respect of such input tax. 17.8 If VCFSUK makes a payment of Value Added Tax pursuant to or in connection with this Agreement or any transaction or document contemplated herein and, as at the date falling three (3) calendar months after such payment, neither VCFSUK nor a VAT group representative member has received and retained a credit (whether by way of set off or repayment) for that payment as input tax under Sections 24, 25 and 26 of VATA, nor received and retained a credit for it under any similar or equivalent legislation, such payment shall be deemed to arise be Irrecoverable VAT and Polestar shall (subject to the adjustment provisions of Clause 16.1) pay to VCFSUK on demand an amount equal to such payment together with interest thereon at Base Rate from such Lender having executedthe date of payment by VCFSUK to the date of demand and thereafter to the date of reimbursement by Polestar at the rate equal to the aggregate of Base Rate and [***] per annum. 17.9 If, delivered or performed its obligations or received after a particular payment underhas been made under this Agreement, it transpires that Value Added Tax has not been charged when it was chargeable, or enforcedthat the amount of Value Added Tax (if any) that has been charged is not correct, the person making the relevant supply shall (subject to the provisions of Clause 17.5 above) submit an invoice or a supplementary invoice to recover any shortfall (as the case may be), or otherwise a credit note in respect of any overpayment, and the necessary payments or adjustment payments (as the case may be) shall be made on or within ten (10) Business Days thereafter. In respect of any such overpayment by VCFSUK, VCFSUK shall be entitled to charge Polestar interest on the sum overpaid at Base Rate from and including the date of such overpayment to but excluding the date the necessary adjustment payment is made. 17.10 Polestar shall notify VCFSUK immediately or as soon as practicable after (but in any event within two (2) Business Days) if Polestar’s VAT registration number changes or Polestar becomes de-registered for Value Added Tax purposes or Polestar changes business address. 17.11 All stamp, documentary, registration or other like duties or taxes, including any penalties, additions, fines, surcharges or interest relating thereto, which are imposed or chargeable on or in connection with respect to, this Agreement or any other Loan Document) document connected with or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes contemplated by this Agreement shall be required paid by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount Polestar PROVIDED THAT VCFSUK shall be payable as may be necessary so thatentitled but not obliged to pay any such duties or taxes (whether or not they are its primary responsibility), after making all required withholdings whereupon Polestar shall on demand indemnify VCFSUK against those duties or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementtaxes.

Payments and Taxes. Any and all payments made by Borrower under this Agreement 10.1 All sums payable to Sogelease or any other Loan Document Indemnified Person pursuant to or in connection with this Guarantee and Indemnity or any document contemplated by or entered into pursuant hereto, shall be made paid in full without any set-off or counterclaim whatsoever and free and clear of and without deduction for any and all present deductions or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) withholdings whatsoever save only as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall may be required by Law to be withheld law. 10.2 If any deduction or deducted from or withholding is required by law in respect of any sum payable under this Agreement payment due to Sogelease or any other Loan Document Indemnified Person pursuant to or in connection with this Guarantee and Indemnity or any Lenderdocument contemplated by or entered into pursuant hereto, the Guarantor shall: (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings ensure or deductions (including withholdings procure that the deduction or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to withholding is made and that it does not exceed the sum it would have received had no such withholdings or deductions been made, minimum legal requirement therefor; (b) Borrower shall make such withholdings pay, or deductions, (c) Borrower shall pay procure the payment within the period for payment permitted by applicable law of the full amount deducted or withheld or deducted to the relevant taxing authority Taxation or other authority in accordance with the applicable Law, law; (c) increase the payment in respect of which the deduction or withholding is required so that the net amount received by Sogelease or the Indemnified Person in question after the deduction or withholding (and after taking account of any further deduction or withholding which is required to be made which arises as a consequence of the increase) shall be equal to the amount which Sogelease or the Indemnified Person in question would have been entitled to receive in the absence of any requirement to make a deduction or withholding; and (d) Borrower promptly deliver or procure the delivery to Sogelease or the Indemnified Person in question of appropriate receipts evidencing the deduction or withholding which has been made; PROVIDED THAT if Sogelease determines, in its absolute discretion, that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Guarantor has made an increased payment under this Clause 10.2, Sogelease shall, provided it has received all amounts which are then due and payable by the Guarantor under any of the provisions of this Guarantee and Indemnity, pay to the Guarantor (to the extent that Sogelease can do so without prejudicing the amount of that benefit and the right of Sogelease to obtain any other benefit, relief or allowance which may be available to it) such amount, if any, as Sogelease in its absolute discretion, shall deliver determine will leave Sogelease in no better and no worse position than Sogelease would have been in if the deduction or withholding had not been required; PROVIDED FURTHER THAT: (i) Sogelease shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit; (ii) Sogelease shall not be obliged to disclose any information regarding its business, Tax affairs or Tax computations or those of any member of the Sub-Lessor Group; (iii) if Sogelease has made a payment to the Guarantor pursuant to this Clause 10.2 on account of any Tax benefit and it subsequently transpires that Sogelease did not receive that Tax benefit, or received a lesser Tax benefit, the Guarantor shall pay on demand to Sogelease such Lender evidence sum as Sogelease may in its absolute discretion determine being necessary to restore the after-Tax position of Sogelease to that which it would have been had no adjustment under this proviso (iii) been necessary; (iv) Sogelease shall not be obliged to make any payment under this Clause 10.2 if, by doing so, it would contravene the terms of any applicable law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law). 10.3 If the Guarantor requests Sogelease, in writing, to make an appropriate application in writing to an appropriate Tax authority pursuant to the provisions of a double tax treaty for relief (whether in whole or in part) in respect of any deduction or withholding on account of Taxes required by law, Sogelease shall (provided that Sogelease is fully indemnified by the Guarantor in terms satisfactory to Sogelease in respect of any costs, expenses, losses or damage incurred or suffered by Sogelease in connection therewith) take such action as the Guarantor shall reasonably request to make such application to an applicable Tax authority. Sogelease shall be under no obligation to appeal, contest or dispute any decision, ruling or determination by a Tax authority that the provisions of the double tax treaty in respect of which the application referred to in this Clause is made do not apply to the deduction of withholding on account of Taxes in respect of which that application is made. If Sogelease subsequently obtains a repayment (whether in whole or in part) of such payment. Borrower’s obligation hereunder shall survive deduction or withholding from that Tax authority in circumstances where North Sea has made an increased payment under Clause 10.2 Sogelease shall, PROVIDED THAT Sogelease has received all amounts which are then due and payable by the termination Guarantor under any of the provisions of this AgreementGuarantee and Indemnity pay to the Guarantor such amount of the repayment as Sogelease considers, in its absolute discretion, will leave Sogelease in no worse position than Sogelease would have been in if the deduction or withholding had not been required.

Payments and Taxes. Any and all All payments made by Borrower any of the Company due under this Agreement or any other Loan Transaction Document shall be made in United States dollars and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future taxes or any other fees, expenses, assessment or charges of any kind (including but not limited to income tax (other than income tax that is imposed on the Underwriter’s net income in the ordinary course of its business), value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty and other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by the government of the Cayman Islands, the PRC or Hong Kong or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of any deduction or withholding. The Company agrees that it shall be responsible for all Taxes as well as all applicable compliance and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to regulatory obligations which may arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”)Agreement. If any Indemnified Taxes shall be due, or if the Company shall be required by Law applicable law to make any deduction or withholding on account of any Taxes, or if any Tax is required to be withheld paid by the Underwriter on account of services performed hereunder, the Company agrees to pay to the Underwriter such additional amounts as shall be required so that the net amount received by the Underwriter from the Company after such deduction, withholding or deducted from payment shall equal the amount otherwise due to the Underwriter hereunder. The Company shall promptly deliver to the Underwriter all official tax receipts evidencing payment of the Taxes. The Underwriter agrees to provide the Company with any and all forms or in respect other documentation or information that the Company reasonably requests to enable the Company to minimize the amount of any sum payable under such Taxes. The Company will indemnify the Underwriter and hold it harmless against any Taxes on the creation, issuance and sale of the Offered Securities to the Underwriter and on the execution and delivery of this Agreement or and any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, interest and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementpenalties thereon.

Payments and Taxes. 10.1 In the event of any delay in paying any amount due under this agreement (except for payments which are subject of a good faith and reasonable dispute): (a) the Licensee will pay to the Licensor interest (calculated on a daily basis) on the overdue payment from the date such payment was due to the date of actual payment at a rate of two per cent; and (b) the Licensor may suspend the provision of the GTPL Services, if any undisputed sum payable remains unpaid thirty (30) days after Licensor notifies the Licensee in writing by registered letter with acknowledgment of receipt that such sum is overdue. 10.2 The Licence Fee is a non-refundable, lump sum amount paid by the Licensee to gain access to and use of the Brand, Materials, Methodology and Methodology Know-how. Any and all payments made taxes (or like) on the Licence Fee payment incurred by Borrower under this Agreement the Licensee are in addition to the Licence Fee and are borne in full by the Licensee. 10.3 The Annual Fee is a non-refundable, lump sum amount paid by the Licensee to retain access to and use of the Brand, Materials, Methodology and Methodology Know-how. Any and all taxes (or like) on the Annual Fee payment incurred by the Licensee are in addition to the Annual Fee and are borne in full by the Licensee. 10.4 The Royalty and GTPL Service Fees and Charges are exclusive of any goods or services (or like) tax which may be payable on them and will be paid gross without deduction of any withholding or other income taxes. Any goods or services (or like) tax or any other Loan Document withholding taxes or similar charges with the same purpose as a withholding tax, direct or indirect, applicable or to become applicable, which are applicable to the Royalty and GTPL Service Fees and Charges in relation to this agreement shall be made free borne by the Licensor and clear of and without deduction for any and all present when Licensee has to pay such withholding or future taxessimilar charge in its country, leviesLicensee may deduct such tax from the corresponding payment to Licensor, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) provided that Licensee complies with its obligations as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”)the following conditions. If the Licensee is required to withhold any Indemnified Taxes shall be required by Law tax from Royalty and GTPL Service Fees and Charges to be withheld or paid in relation to this Agreement, such tax will be deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lenderthe amount which was invoiced, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to and the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower Licensee shall pay the full amount withheld or deducted for such tax to the relevant taxing authority taxation or other authority in accordance with within the time limit allowed under the applicable Law, and (d) Borrower law. Licensee shall deliver to such Lender evidence the Licensor an original version of such payment. Borrower’s obligation hereunder shall survive the termination receipt issued by the competent authority in relation to the payment of this Agreementtax.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement.