Common use of Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes Clause in Contracts

Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. (1) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Loan Party or the Administrative Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (2) If a Loan Party or the Administrative Agent shall be required by applicable Laws to withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by such Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.

Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. (1) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Loan Party or the Administrative applicable Withholding Agent to withhold or deduct any TaxTax from or with respect to any such payment, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, Withholding Agent upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (2) If a Loan Party or the Administrative applicable Withholding Agent shall be required by applicable Laws to withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the such withholding or deduction is made on account of Indemnified Taxes imposed on or with respect to any payment by or on account of any obligation of any Loan Party under any Loan Document or on account of Other Taxes, the sum payable by such the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, the applicable Lender or the applicable L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, that in the case of a Withholding Agent that is not a Loan Party or the Administrative Agent, the amount payable under this clause (C) shall not exceed the amount that would have been required to be paid had a Loan Party or the Administrative Agent been the applicable Withholding Agent.

Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. (1i) Any and all payments by or on account of any obligation of any Loan Party Obligor hereunder or under any other Loan Credit Document shall to the extent permitted by applicable Laws Requirements of Law be made free and clear of and without reduction or withholding for any Taxes. If, however, If applicable Laws Requirements of Law (as determined in the good faith discretion of any applicable Withholding Agent) require any Loan Party or the Administrative applicable Withholding Agent to withhold or deduct any TaxTax from or with respect to any such payment, such Tax shall be withheld or deducted in accordance with such Laws Requirements of Law as determined by such Loan Party or the Administrative Agent, as the case may be, Withholding Agent upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (2ii) If a Loan Party or the Administrative applicable Withholding Agent shall be required by applicable Laws Requirements of Law to withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority Official Body in accordance with applicable LawsRequirements of Law, and (C) to the extent that the such withholding or deduction is made on account of Indemnified Taxes imposed on or with respect to any payment by or on account of any obligation of any Obligor under any Credit Document or on account of Other Taxes, the sum payable by such Loan Party the applicable Obligor shall be increased as necessary so that after any such required withholding or the making of all such required deductions (including deductions applicable to additional sums payable under this SectionSection 8.6) the Administrative Agent, Lender Agent or L/C Issuerthe applicable Lender, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made.; provided, however, that in the case of a Withholding Agent that is not an Obligor or the Administrative Agent, the amount payable under this clause (C) shall not exceed the amount that would have been required to be paid had an Obligor or the Administrative Agent been the applicable Withholding Agent;

Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. (1) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Loan Party or the Administrative applicable Withholding Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, Withholding Agent upon the basis of the information and documentation to be delivered pursuant to subsection (e) below.. Table of Contents (2) If a Loan Party or the Administrative applicable Withholding Agent shall be required by applicable Laws to withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by such the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, that in the case of a Withholding Agent that is not a Loan Party or the Administrative Agent, the amount payable under this clause (C) shall not exceed the amount that would be required to be paid had a Loan Party or the Administrative Agent been the applicable Withholding Agent.

Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. (1i) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of of, and without reduction or withholding for for, any Taxes. If, however, applicable Laws require any Loan Party or the Administrative applicable Withholding Agent to withhold or deduct any TaxTax from or with respect to any such payment, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, Withholding Agent upon the basis of the information and documentation to be delivered pursuant to subsection clause (e) below. (2ii) If a Loan Party or the Administrative applicable Withholding Agent shall be required by applicable Laws to withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection clause (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the such withholding or deduction is made on account of Indemnified Taxes imposed on, or with respect to, any payment by or on account of any obligation of any Loan Party under any Loan Document or on account of Other Taxes, the sum payable by such the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, the applicable Lender or the applicable L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, that in the case of a Withholding Agent that is not a Loan Party or the Administrative Agent, the amount payable under this clause (C) shall not exceed the amount that would have been required to be paid had a Loan Party or the Administrative Agent been the applicable Withholding Agent.

Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. (1) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Loan Party or the Administrative applicable Withholding Agent to withhold or deduct any TaxTax from or with respect to any such payment, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, Withholding Agent upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (2) If a Loan Party or the Administrative applicable Withholding Agent shall be required by applicable Laws to withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the such withholding or deduction is made on account of Indemnified Taxes imposed on or with respect to any payment by or on account of any obligation of any Loan Party under any Loan Document or on account of Other Taxes, the sum payable by such the applicable Loan Party shall be increased as necessary so that after any required all such withholding or the making of all required deductions deduction has been made (including deductions any deduction or withholding applicable to additional sums payable under this SectionSection 3.01) the applicable Lender or the applicable L/C Issuer (or where the Administrative Agent receives a payment for its own account, the Administrative Agent, Lender or L/C Issuer, as the case may be, ) receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, that in the case of a Withholding Agent that is not a Loan Party or the Administrative Agent, the amount payable under this clause (C) shall not exceed the amount that would have been required to be paid had a Loan Party or the Administrative Agent been the applicable Withholding Agent.

Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. (1) Any and all payments by or on account of any obligation of any Loan Party hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of of, and without reduction or withholding for for, any Taxes. If, however, applicable Laws require any Loan Party or the Administrative applicable Withholding Agent to withhold or deduct any TaxTax from or with respect to any such payment, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, Withholding Agent upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (2) If a Loan Party or the Administrative applicable Withholding Agent shall be required by applicable Laws to withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the such withholding or deduction is made on account of Indemnified Taxes imposed on, or with respect to, any payment by or on account of any obligation of any Loan Party under any Loan Document or on account of Other Taxes, the sum payable by such the applicable Loan Party shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, the applicable Lender or the applicable L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, that in the case of a Withholding Agent that is not a Loan Party or the Administrative Agent, the amount payable under this clause (C) shall not exceed the amount that would have been required to be paid had a Loan Party or the Administrative Agent been the applicable Withholding Agent.

Payments Free of Certain Taxes; Obligation to Withhold; Payments on Account of Certain Taxes. (1) Any and all payments by or on account of any obligation of any Loan Party hereunder or the Borrower under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withholding for any Taxes. If, however, applicable Laws require any Loan Party or the Administrative applicable Withholding Agent to withhold or deduct any TaxTax from or with respect to any such payment, such Tax shall be withheld or deducted in accordance with such Laws as determined by such Loan Party or the Administrative Agent, as the case may be, Withholding Agent upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (2) If a Loan Party or the Administrative applicable Withholding Agent shall be required by applicable Laws to withhold or deduct any Taxes, then (A) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall withhold or make such deductions as are determined by the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent, or such Loan Party, as the case may be, Withholding Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with applicable Laws, and (C) to the extent that the such withholding or deduction is made on account of Indemnified Taxes imposed on or with respect to any payment by or on account of any obligation of the Borrower under any Loan Document or on account of Other Taxes, the sum payable by such Loan Party the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this SectionSection 3.01) the Administrative Agent, Lender or L/C Issuer, as the case may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made; provided, however, that in the case of a Withholding Agent that is not the Borrower or the Administrative Agent, the amount payable under this clause (C) shall not exceed the amount that would have been required to be paid had the Borrower or the Administrative Agent been the applicable Withholding Agent.