Common use of Payments Free and Clear of Taxes Clause in Contracts

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Law, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes” and excluding the taxes set forth in clauses (i) — (vi) below, the “Indemnified Taxes”) other than for (i) Taxes measured by net income (including branch profits taxes) or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iii) Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iv) Taxes imposed on or in respect of a payment to a Secured Party to the extent that such Tax is imposed pursuant to law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(b), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(b), (v) Taxes that constitute a penalty, interest or expense that results solely from a failure of a Secured Party to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “Excluded Taxes”).

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Lawprovided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes” and but excluding the taxes set forth in clauses (i), (ii) — and (viiii) below, the “Indemnified Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits taxes) and overall receipts, total capital or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes in each case however denominated and imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iiiii) Taxes taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of LawLaw in effect as of the date such Secured Party becomes a party to this Agreement) by any Secured Party to deliver the forms, certificates or other documentation required to be delivered pursuant to clause (fe) below, below or (iviii) Taxes taxes imposed by FATCA on or in respect of any payment under a payment Loan Document to a Secured Party to the extent that such Tax is imposed pursuant to law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(b). FIFTH AMENDED AND RESTATED CREDIT AGREEMENT RUSH ENTERPRISES, except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(b), (v) Taxes that constitute a penalty, interest or expense that results solely from a failure of a Secured Party to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “Excluded Taxes”)INC.

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Lawprovided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “"Taxes” and excluding the taxes set forth in clauses (i") — (vi) below, the “Indemnified Taxes”) other than except for (i) Taxes taxes measured by net income (including branch profits taxes) or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) United States federal withholding taxes to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a "Secured Party" hereunder except to the extent such Secured Party is a direct or indirect assignee (other than pursuant to clause (iii) Taxes of Section 2.18(a) (Substitution of Lenders)) of any other Secured Party that are directly attributable was entitled, at the time the assignment from such other Secured Party became effective, to receive additional amounts under this clause, or (iii) taxes that would not have been imposed but for the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, below (iv) all such Taxes imposed on or described in respect of a payment to a Secured Party to the extent that such Tax is imposed pursuant to law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(b), except in each case to the extent such Secured Party is a direct or indirect assignee clauses (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(bi), (vii) Taxes that constitute a penalty, interest or expense that results solely from a failure and (iii) of a Secured Party this Section 2.17 being referred to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “collectively as "Excluded Taxes”").

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of LawLaw or as otherwise provided in this Section 2.17, each payment by THE PRINCETON REVIEW, INC. any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges deductions or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes” and excluding the taxes set forth in clauses (i) — (vi) below, the “Indemnified Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits taxes) or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iiiii) Taxes taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iviii) Taxes imposed on or in respect of a payment to a Secured Party withholding taxes to the extent that such Tax is imposed pursuant the obligation to law withhold amounts existed under Requirements of Law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(b) (or on the date such Secured Party designates a new lending office), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, effective (or at the time of designation of the new lending office) to receive additional amounts under Section 2.17(b)) and (iv) interest, (v) Taxes that constitute a penalty, interest penalties or expense that results solely from a failure of a Secured Party to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment other liabilities with respect thereto under Section 2.17(d), to amounts described in the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (foregoing clauses (i) through (viiii) collectively(such excluded Taxes, the “Excluded Taxes”).

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Lawprovided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “collectively "Taxes” and excluding the taxes set forth in clauses (i) — (vi) below, the “Indemnified Taxes”") other than for (i) Taxes measured by net income (including branch profits taxes) or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iiiii) U.S. federal withholding Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iv) Taxes imposed on or in respect of a payment amounts payable to a Secured Party to the extent that such Tax is imposed pursuant the obligation to law in effect withhold amounts existed on the date that such Secured Party became a “"Secured Party” " under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(bclause (b), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(b), clause (vb) or (iii) Taxes that constitute are directly attributable to the failure (other than as a penalty, interest or expense that results solely from a failure result of a change in any Requirement of Law) by any Secured Party to pay any deliver the documentation required to be delivered pursuant to clause (f) below (collectively, "Excluded Taxes" and all such non-Excluded Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “"Non-Excluded Taxes”").

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Lawprovided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholding), assessments, fees and all liabilities imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto with respect thereto (and without deduction for any of them) (collectively, “Taxes” and excluding the taxes set forth in clauses (i) — (vi) below, the “Indemnified Taxes”) other than for (i) Taxes measured by net income (including branch profits taxesTaxes and alternative minimum tax) or capital and franchise taxes imposed Taxes, in lieu of net income taxes, (ii) Taxes each case imposed on any Secured Party as a result of (A) such Secured Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office location in, the jurisdiction imposing such Tax or any political subdivision thereof or therein or (B) a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iiiii) Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (fg) below, below and (iviii) any withholding Tax imposed under FATCA (all Taxes imposed on or with respect to any payment made by or on account of any obligation of the Loan Party under any Loan Document and not excluded by the preceding clauses (i), (ii) and (iii) or the proviso in Section 2.17(b) shall be collectively referred to as “Non-Excluded Taxes”), except as required by applicable law. (b) Gross-Up. If any Taxes shall be required by law to be deducted from or in respect of any amount payable by or on account of a payment Loan Party under any Loan Document to a any Secured Party (i) in the case of Non-Excluded Taxes, such amount shall be increased as necessary to ensure that, after all required deductions for Non-Excluded Taxes are made (including deductions applicable to any increases to any amount under this Section 2.17), such Secured Party receives the amount it would have received had no such deductions been made, (ii) the relevant Loan Party shall make or cause to be made such deductions, (iii) the relevant Loan Party shall timely pay or cause to be paid the full amount deducted to the relevant taxing authority or other authority in accordance with applicable Requirements of Law and (iv) within 30 days after such payment is made, the relevant Loan Party shall deliver or cause to be delivered to the Administrative Agent an original or certified copy of a receipt evidencing such payment (or such other documentation reasonably satisfactory to the Administrative Agent); provided, however, that no such increase shall be made with respect to, and no Loan Party shall be required to indemnify any Secured Party pursuant to clause (d) below for, withholding Taxes to the extent that such Tax is imposed pursuant the obligation to law in effect withhold amounts existed on the date that such Secured Party became a “Secured Party” under this Agreement in with respect to the capacity Loan under which such Secured Party makes a claim under Section 2.17(bthis clause (b), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(b), (v) Taxes that constitute a penalty, interest or expense that results solely from a failure of a Secured Party to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “Excluded Taxes”).72 [[NYCORP:3713047v14:05/10/2018--10:17 PM]]

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Lawprovided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes” and but excluding the taxes set forth in clauses (i), (ii) — and (viiii) below, the “Indemnified Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits taxes) and overall receipts, total capital or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iiiii) Taxes taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of LawLaw in effect as of the date such Secured Party becomes a party to this Agreement) by any Secured Party to deliver the forms, certificates or other documentation required to be delivered pursuant to clause (fe) below, below or (iviii) Taxes taxes imposed by FATCA on or in respect of any payment under a payment Loan Document to a Secured Party to the extent that such Tax is imposed pursuant to law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(b). THIRD AMENDED AND RESTATED CREDIT AGREEMENT RUSH ENTERPRISES, except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(b), (v) Taxes that constitute a penalty, interest or expense that results solely from a failure of a Secured Party to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “Excluded Taxes”)INC.

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of Lawprovided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all Taxes. “Taxes” shall mean all present or future taxes, taxes and levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for that in each case are imposed by a Governmental Authority, including any of them) (collectivelyinterest, “Taxes” and additions to tax or penalties applicable thereto, but excluding the taxes set forth in clauses any (i) — (vi) below, the “Indemnified Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits or similar taxes) or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, received or enforcedperfected a security interest under, or enforced or become a party to or engaged in any other transactions pursuant to or sold or assigned an interest in any Loan Document), (iiiii) Taxes that are directly attributable United States federal withholding taxes to the failure extent that the obligation to withhold amounts existed on the date that such Secured Party became a “Secured Party” hereunder or designates a new lending office, except to the extent such Secured Party is a direct or indirect assignee (other than as a result pursuant to clause (iii) of a change in Section 2.18(a) (Substitution of Lenders)) of any Requirement of Lawother Secured Party that was entitled, at the time the assignment from such other Secured Party became effective, to receive additional amounts under this clause, (iii) taxes (including withholding taxes) that would not have been imposed but for the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iv) Taxes any United States federal withholding tax that would not have been imposed on or in respect of but for a payment to failure by a Secured Party (or any financial institution through which any payment is made to the extent that such Tax is imposed pursuant to law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in ) to comply with the capacity under which such Secured Party makes a claim under Section 2.17(b), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution applicable requirements of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under Section 2.17(b), FATCA and (v) Taxes that constitute a penalty, interest or expense that results solely from a failure of a Secured Party to pay any Other Taxes, within thirty (30) days of the receipt of the indemnity payment with respect thereto under Section 2.17(d), to the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (clauses (i) through (vi) collectively, “Excluded Taxes”).

Payments Free and Clear of Taxes. Except as otherwise required by Requirements of LawLaw or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges deductions or withholdings and all liabilities with respect thereto (and 51 CREDIT AGREEMENT THE PRINCETON REVIEW, INC. without deduction for any of them) (collectively, “Taxes” and excluding the taxes set forth in clauses (i) — (vi) below, the “Indemnified Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits taxes) or capital and franchise taxes imposed in lieu of net income taxes, (ii) Taxes in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (iiiii) Taxes taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iviii) Taxes imposed on or in respect of a payment to a Secured Party withholding taxes to the extent that such Tax is imposed pursuant the obligation to law withhold amounts existed under Requirements of Law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under Section 2.17(b) (or on the date such Secured Party designates a new lending office), except in each case to the extent such Secured Party is a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, effective (or at the time of designation of the new lending office) to receive additional amounts under Section 2.17(b)) and (iv) interest, (v) Taxes that constitute a penalty, interest penalties or expense that results solely from a failure of a Secured Party to pay any Taxes, within thirty (30) days of the receipt of the indemnity payment other liabilities with respect thereto under Section 2.17(d), to amounts described in the extent such penalty, interest or expense relates to any Taxes which it is required to pay, or (vi) Taxes resulting from FATCA (foregoing clauses (i) through (viiii) collectively(such excluded Taxes, the “Excluded Taxes”).