Common use of Payments Clear of Taxes Clause in Contracts

Payments Clear of Taxes. (a) Any and all payments by the Borrower to the Lender hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the Lender, or by or on behalf of the foregoing (and, for greater certainty, nothing in this Section 8.5(a) shall make the Borrower liable for any taxes imposed on or measured by the Lender’s overall net income or franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is located). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than taxes imposed on or measured by the Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is located. The Borrower shall indemnify and hold harmless the Lender for the full amount of any Taxes or other amounts paid or payable by the Lender and any liability (including penalties, interest, additions to tax and reasonable out-of-pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect of the execution, delivery or registration of, or compliance with, this Agreement or the other Documents other than taxes imposed on or measured by the Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is located.

Payments Clear of Taxes. (a1) Any and all payments by the Borrower to the Lender Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the LenderAgent or the Lenders, or by or on behalf of the foregoing (and, for greater certainty, nothing in this Section 8.5(a8.5(l) shall make the Borrower liable for any taxes imposed on or measured by the Lenderrecipient’s overall net income or franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender such recipient is organized, in which its applicable lending office is maintained or in which its principal office is located). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than taxes imposed on or measured by the Lenderrecipient’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender such recipient is organized, in which its applicable lending office is maintained or in which its principal office is located. The Borrower shall indemnify and hold harmless the Lender Agent and the Lenders for the full amount of any Taxes or other amounts paid or payable by the Lender Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect of the execution, delivery or registration of, or compliance with, this Agreement or the other Documents other than taxes imposed on or measured by the Lenderrecipient’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender such recipient is organized, in which its applicable lending office is maintained or in which its principal office is located.

Payments Clear of Taxes. (a1) Any Except as required by law or as expressly provided in this Section 7.5, any and all payments by the Borrower to the Lender Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposedimposed on the Agent or the Lenders, levied, collected, withheld or assessed excluding (a) Taxes imposed with respect to such payments by any such Governmental Authority or under the laws of any international tax such taxing authority imposed on the Lender, or by or on behalf of the foregoing (and, for greater certainty, nothing in this Section 8.5(a) shall make the Borrower liable for any taxes if such Taxes are imposed on or measured by reference to or in respect of the Lender’s overall net income or capital of a Lender or any franchise taxes imposed on it (in lieu thereof (such excluded Taxes being collectively referred to herein as “Excluded Taxes”) and (b) any withholding taxes imposed by a Governmental Authority in Canada by reason of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is locatedbeing a “non-resident” of Canada and dealing at “non-arm’s length with the Borrower (both within the meaning of the Income Tax Act (Canada)). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, or similar charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than taxes imposed on or measured by the Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is locatedhereunder. The Borrower shall indemnify and hold harmless the Lender Agent and the Lenders for the full amount of any all of the foregoing Taxes, charges or levies (other than Excluded Taxes or as expressly provided for in this Section 7.5) or other amounts paid or payable by the Lender Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-out of pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect thereto. A certificate of the execution, delivery Agent or registration of, such Lender as to the amount of such payment or compliance with, this Agreement or liability delivered to the other Documents other than taxes imposed on or measured Borrower by the Agent or such Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by , as the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organizedcase may be, in which its applicable lending office is maintained or in which its principal office is locatedshall be conclusive absent manifest error.

Payments Clear of Taxes. (a1) Any Except as required by law or as expressly provided in this Section 6.5, any and all payments by the Borrower to the Lender Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposedimposed on the Agent or the Lenders, levied, collected, withheld or assessed excluding (i) Taxes imposed with respect to such payments by any such Governmental Authority or under the laws of any international tax such taxing authority imposed on the Lender, or by or on behalf of the foregoing (and, for greater certainty, nothing in this Section 8.5(a) shall make the Borrower liable for any taxes if such Taxes are imposed on or measured by reference to or in respect of the Lender’s overall net income or capital of a Lender or any franchise taxes imposed on it (in lieu thereof (such excluded Taxes being collectively referred to herein as “Excluded Taxes”) and (ii) any withholding taxes imposed by a Governmental Authority in Canada by reason of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is locatedbeing a “non-resident” of Canada and dealing at “non-arm’s length with the Borrower (both within the meaning of the Income Tax Act (Canada)). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, or similar charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than taxes imposed on or measured by the Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is locatedhereunder. The Borrower shall indemnify and hold harmless the Lender Agent and the Lenders for the full amount of any all of the foregoing Taxes, charges or levies (other than Excluded Taxes or as expressly provided for in this Section 6.5) or other amounts paid or payable by the Lender Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-out of pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect thereto. A certificate of the execution, delivery Agent or registration of, such Lender as to the amount of such payment or compliance with, this Agreement or liability delivered to the other Documents other than taxes imposed on or measured Borrower by the Agent or such Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by , as the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organizedcase may be, in which its applicable lending office is maintained or in which its principal office is locatedshall be conclusive absent manifest error.

Payments Clear of Taxes. (a1) Any Except as required by law or as expressly provided in this Section 7.5, any and all payments by the Borrower to the Lender Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposedimposed on the Agent or the Lenders, levied, collected, withheld or assessed excluding Taxes imposed with respect to such payments by any such Governmental Authority or under the laws of any international tax such taxing authority imposed on the Lender, or by or on behalf of the foregoing (and, for greater certainty, nothing in this Section 8.5(a) shall make the Borrower liable for any taxes if such Taxes are imposed on or measured by reference to or in respect of the Lender’s overall net income or capital of a Lender or any franchise taxes imposed on it (in lieu thereof (such excluded Taxes being collectively referred to herein as “Excluded Taxes”) and any withholding taxes imposed by a Governmental Authority in Canada by reason of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is locatedbeing a “non-resident” of Canada and dealing at “non-arm’s length” with the Borrower (both within the meaning of the Income Tax Act (Canada). In addition, the Borrower agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, or similar charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than taxes imposed on or measured by the Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is locatedhereunder. The Borrower shall indemnify and hold harmless the Lender Agent and the Lenders for the full amount of any all of the foregoing Taxes, charges or levies (other than Excluded Taxes or as expressly provided for in this Section 7.5) or other amounts paid or payable by the Lender Agent or the Lenders and any liability (including penalties, interest, additions to tax and reasonable out-of-out of pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect thereto. A certificate of the execution, delivery Agent or registration of, such Lender as to the amount of such payment or compliance with, this Agreement or liability delivered to the other Documents other than taxes imposed on or measured Borrower by the Agent or such Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes) by , as the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organizedcase may be, in which its applicable lending office is maintained or in which its principal office is locatedshall be conclusive absent manifest error.

Payments Clear of Taxes. (a1) Any and all payments by each of the Borrower Borrowers to the Lender Agent or the Lenders hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present or future Taxes and all liabilities with respect thereto imposed, levied, collected, withheld or assessed by any Governmental Authority or under the laws of any international tax authority imposed on the LenderAgent or the Lenders, or by or on behalf of the foregoing (and, for greater certaintyforegoing; provided that, nothing in this Section 8.5(a8.5(1) shall make the a Borrower liable for or require it to pay an additional amount in respect of any taxes imposed on or measured by the Lenderrecipient’s overall net income or capital or franchise taxes, any U.S. federal withholding tax imposed by FATCA, any Canadian taxes imposed on it a payment by or on account of any obligation of the Borrower hereunder (i) to a person with which the Borrower does not deal at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of making such payment or (ii) in respect of a debt or other obligation to pay an amount to a person with whom the Borrower is not dealing at arm’s length (for the purposes of the Income Tax Act (Canada)) at the time of such payment, or any Canadian taxes imposed on Lender by reason of such Lender being a “specified shareholder” of the Borrower, or not dealing at arm’s length with a “specified shareholder” of Borrower (in lieu each case, as defined in subsection 18(5) of net income taxesthe Income Tax Act (Canada)) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organizedcollectively, in which its applicable lending office is maintained or in which its principal office is located“Excluded Taxes”). In addition, each of the Borrower Borrowers agrees to pay any present or future stamp, transfer, registration, excise, issues, documentary or other taxes, charges or similar levies which arise from any payment made under this Agreement or the Loans or in respect of the execution, delivery or registration or the compliance with this Agreement or the other Documents contemplated hereunder other than taxes imposed on or measured by the Lenderrecipient’s overall net income and or capital or franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under U.S. federal withholding tax imposed by FATCA. Each of the laws of which the Lender is organized, in which its applicable lending office is maintained or in which its principal office is located. The Borrower Borrowers shall indemnify and hold harmless the Lender Agent and the Lenders for the full amount of any all of the foregoing Taxes or other amounts paid or payable by the Lender Agents or the Lenders and any liability (including penalties, interest, additions to tax and reasonable properly documented out-of-pocket expenses) resulting therefrom or with respect thereto which arise from any payment made under or pursuant to this Agreement or the Loans or in respect of the execution, delivery or registration of, or compliance with, this Agreement or the other Documents other than taxes imposed on or measured by the Lenderrecipient’s overall net income and or capital or franchise taxes imposed on it (in lieu of net income taxes) by the jurisdiction (or any political subdivision thereof) under the laws of which the Lender is organizedU.S. federal withholding tax imposed by FATCA, in which its applicable lending office is maintained or in which its principal office is locatedother Excluded Taxes.