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

Payments Free and Clear of Taxes. Each payment to any Secured Party by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, duties, deductions, assessments, withholdings or other charges imposed by any Governmental Authority and all interest. additions to tax or penalties with respect thereto (and without deduction for any of them) (collectively, the “Taxes”) other than for (i) Taxes measured by net income (including branch profits taxes and other similar taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party by the United States or 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 such recipient having executed, delivered, become a party to, performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document or any Secured Hedging Support Document), (ii) Taxes that are directly attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, or (iii) in the case of a Secured Party making a Loan to the Borrower, any withholding tax (including any backup withholding tax) that is imposed by the United States federal government (or a jurisdiction as a result of such Secured Party being organized or having its principal office or its applicable lending office in such jurisdiction or as a result of such Secured Party engaging in a trade or business in such jurisdiction for tax purposes, other than a trade or business deemed to arise by virtue of entering into this Agreement, any other Loan Document or any of the transactions contemplated under such documents) and is imposed pursuant to any Requirement of Law in effect at the time such Secured Party acquires the applicable interest in such Loan (or designates a new lending office), except to the extent that such Secured Party (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from a Secured Party with respect to such withholding tax pursuant to this Section 2.17(a) or Section 2.17(d) (all such non-excluded Taxes being hereinafter referred to as “Indemnified Taxes”).

Payments Free and Clear of Taxes. Each Except as otherwise required by Requirements of Law, each payment to any Secured Party by or on account of any obligation of any Loan Party hereunder or under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, duties, deductions, assessments, charges or withholdings or other charges imposed by any Governmental Authority and all interest. additions to tax or penalties 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 and other similar taxes) or capital and franchise taxes imposed in lieu of net income taxes, in each case (ii) Taxes imposed on any Secured Party by the United States or 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 such recipient any Secured Party having executed, delivered, become a party to, delivered or performed its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced, any Loan Document or any Secured Hedging Support 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 (f) below, (iv) Taxes imposed on or (iii) in the case respect of a payment to a Secured Party making a Loan to the Borrower, any withholding tax (including any backup withholding tax) that is imposed by the United States federal government (or a jurisdiction as a result of such Secured Party being organized or having its principal office or its applicable lending office in such jurisdiction or as a result of such Secured Party engaging in a trade or business in such jurisdiction for tax purposes, other than a trade or business deemed to arise by virtue of entering into this Agreement, any other Loan Document or any of the transactions contemplated under such documents) and is imposed pursuant to any Requirement of Law in effect at the time such Secured Party acquires the applicable interest in such Loan (or designates a new lending office), except 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 (or its assignor, if anyother than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of designation of a new lending office (or assignment)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 to such withholding tax pursuant to this Section 2.17(a) or 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 (all such non-excluded Taxes being hereinafter referred to as clauses (i) through (vi) collectively, “Indemnified Excluded Taxes”).