PAYMENTS FREE OF WITHHOLDING, ETC Sample Clauses

PAYMENTS FREE OF WITHHOLDING, ETC. 4.1 All payments made by the Sellers under this Schedule shall be made gross, without deduction or withholding of any kind other than any deduction or withholding required by Law. 4.2 If the Sellers make a deduction or withholding required by Law from a payment under this Schedule (other than a deduction or withholding of tax in respect of a payment of interest under paragraph 6.4), the sum due from the Sellers shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Purchaser receives a sum equal to the sum it would have received had no deduction or withholding been made. 4.3 If a payment under paragraph 2 or 4.2 will be or has been subject to Tax, the Sellers shall pay to the Purchaser the amount (after taking into account Tax payable in respect of the amount) that will ensure that the Purchaser receives and retains a net sum equal to the sum it would have received had the payment not been subject to Tax.
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PAYMENTS FREE OF WITHHOLDING, ETC. 23.1 Except where otherwise provided by the Transaction Documents, payment made by the Paying Transaction Party to the Receiving Transaction Party under any Transaction Document shall be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind, other than any deduction or withholding required by law (as applied in practice by the authority administering such deduction or withholding). Notwithstanding any other provision of the Transaction Documents (including these Common Terms), no Investor Beneficiary shall be under any obligation to pay any additional amounts in respect of Tax in respect of any Contributions under the Receivables Trust Deed and Servicing Agreement. 23.2 Except where otherwise provided by the Transaction Documents, and subject in particular to any provision which limits amounts payable by any party by reference to assets available to such party, if a payment under any Transaction Document is subject to a deduction or withholding required by law (as so applied), the sum due from the Paying Transaction Party shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Receiving Transaction Party receives a sum equal to the sum it would have received had no deduction or withholding been made. 23.3 Except where any Transaction Document provides otherwise and subject in particular to any provision which limits amounts payable by any party by reference to assets available to such party, if the Receiving Transaction Party is liable to Tax in respect of a payment under any Transaction Document (excluding VAT and any tax on profits), the Paying Transaction Party shall pay the Receiving Transaction Party on demand the amount (after taking into account any Tax payable in respect of the amount) necessary to ensure that the Receiving Transaction Party receives and retains a net sum equal to the sum it would have received had the payment not been subject to Tax. 23.4 In relation to any payment made under any Transaction Document Paying Transaction Party means the Transaction Party making the payment and Receiving Transaction Party means the Transaction Party receiving the payment. 23.5 Except where any Transaction Document provides otherwise, if an increased payment is made under Clause 23.2 or 23.3 above by a Paying Transaction Party for the benefit of the Receiving Transaction Party and such Receiving Transaction Party, in its sole discretion, determ...
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PAYMENTS FREE OF WITHHOLDING, ETC. All sums payable by the Covenantors to the Buyers under this Deed shall be paid gross, free and clear of all deductions, withholdings and rights of set-off or counterclaim whatsoever save only as may be required by law.
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PAYMENTS FREE OF WITHHOLDING, ETC. 16.1 All payments made under this Agreement shall be made gross, free of any right of counterclaim or set-off (or any other restriction or condition) and without deduction or withholding of any kind other than any deduction or withholding required by law. 16.2 If the person (for the purposes of this Clause 16, the “payer”) makes a deduction or withholding required by law from a payment (other than a payment of interest) under this Agreement: (a) the payer shall provide such evidence of the relevant withholding or deduction as the payee may reasonably require; and (b) the sum due from the payer shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the recipient of that payment (for the purposes of this Clause 16, the “payee”) receives a sum equal to the sum it would have received had no deduction or withholding been made. 16.3 If any payment for breach of any Sellers’ Warranty or any Purchasers’ Warranty (as the case may be) or under paragraph (B) or (D) of Schedule 8 or in respect of any indemnification payment made to the Purchasers or the Sellers under this Agreement will be or has been subject to Tax, the payer shall pay to the payee the amount (after taking into account Tax payable in respect of the amount and any Relief available in respect of the underlying subject matter giving rise to such liability and also after taking into account any Relief (other than a Purchasers’ Relief) that is available to reduce or eliminate any Tax on or in respect of such payment) that will ensure that the payee receives and retains a net sum equal to the sum it would have received had the payment not been subject to Tax.
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PAYMENTS FREE OF WITHHOLDING, ETC. 4.1 All payments made by the Vendor under this Deed will be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by law. 4.2 If the Vendor makes a deduction or withholding required by law from a payment under this Deed, the sum due from the Vendor will be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the Purchaser receives a sum equal to the sum it would have received had no deduction or withholding been made. If the Purchaser obtains an actual saving of Tax as a result of any tax credit which is attributable to the aforesaid deduction or withholding, the Purchaser shall pay to the Vendor the amount of such actual Tax saving. 4.3 If a payment under clause 2 or 4.2 will be or has been subject to Tax, the Vendor will pay to the Purchaser the amount (after taking into account Tax payable in respect of the amount) that will ensure that the Purchaser receives and retains a net sum equal to the sum it would have received had the payment not been subject to Tax.
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PAYMENTS FREE OF WITHHOLDING, ETC. 12.1 All payments made by any party to this Agreement (but for the avoidance of doubt not pursuant to the Loan Notes) to another, or amounts liable to be set-off, under this Agreement shall be made gross, without deduction or withholding of any kind other than any deduction or withholding required by law. 12.2 If the paying party makes a deduction or withholding required by law from a payment, or amount liable to be set-off, under this Agreement, the sum due from the paying party, or the amount liable to be set-off, shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the recipient of the payment receives, or becomes entitled to set-off, as the case may be, a sum equal to the sum it would have received or been entitled to set-off had no deduction or withholding been made. Provided that this clause 12.2 will not apply to any deduction or withholding to the extent that: 12.2.1 the deduction or withholding arises solely as a result of the Purchaser being resident otherwise than in the United Kingdom; or 12.2.2 the deduction or withholding arises solely as a result of an assignment of this Agreement under clause 13.4 or otherwise in which case the non assigning party will only be liable to pay additional amounts (or the amount liable to be set-off will only be increased) under this clause 12.2 to the extent that such amounts (or such adjustment to the amount of set-off) would have been due to the original assignor. 12.3 If a payment, (other than for the avoidance of doubt, pursuant to the Loan Notes) or amount liable to be set-off, under this Agreement will be or has been subject to Tax, the paying party on demand from the party making the claim (the "CLAIMANT") shall pay to the Claimant the amount (after taking into account Tax payable in respect of the amount) that will ensure that the Claimant receives and retains, or, as appropriate, is entitled to a net sum equal to the sum it would have received, or been entitled to set-off, had the payment not been subject to Tax. Provided that this clause 12.3 will not apply to any Tax to the extent that: 12.3.1 the Tax arises solely as a result of the Purchaser being resident otherwise than in the United Kingdom; or 12.3.2 the Tax arises solely as a result of an assignment of this Agreement under clause 13.4 or otherwise in which case the non assigning party will only be liable to pay additional amounts (or the amount liable to be Set Off will only be increased) ...
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PAYMENTS FREE OF WITHHOLDING, ETC. 5.1 All payments made by any party under this Schedule 6 shall be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by law. 5.2 If any party makes a deduction or withholding for, or on account of, Tax required by law from a payment (other than a payment of interest) under this Schedule 6, the sum due from that party shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, the receiving party receives a sum equal to the sum it would have received had no deduction or withholding been required. 5.3 If a payment under paragraph 2 or 5.2 (other than a payment of interest) is subject to Tax in the hands of the receiving party (or would have been subject to Tax but for the availability of a Relief), the paying party shall pay to the receiving party the amount (after taking into account Tax payable in respect of the amount or Tax which would have been payable but for the availability of a Relief) that will ensure that the receiving party receives and retains a net sum equal to the sum it would have received and retained had the payment not been subject to Tax (ignoring for this purpose the use of any Relief in respect of such Tax). 5.4 To the extent that any deduction, withholding or Tax in respect of which an amount has been paid under paragraph 5.2 or 5.3 results in the receiving party obtaining a Relief (or would have resulted in the receiving party obtaining a Relief had the receiving party used reasonable endeavours to obtain all relevant Reliefs), the receiving party shall pay to the paying party an amount equal to the lesser of the value of the Relief obtained (or which would have been obtained) and the amount paid by the paying party under paragraph 5.2 or 5.3.
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PAYMENTS FREE OF WITHHOLDING, ETC. 3.1 All payments made to BWHW, BWS Finance or Cascal Investments under this Deed shall be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by law. 3.2 If a deduction or withholding is required by law from a payment under this Deed, the sum due to BWHW, BWS Finance or Cascal Investments shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding, such party receives a sum equal to the sum it would have received had no deduction or withholding been made. 3.3 If a payment made to BWHW, BWS Finance or Cascal Investments in accordance with this Deed will be or has been subject to Tax, Biwater Plc shall pay to BWHW, BWS Finance or Cascal Investments, or procure the payment to BWHW, BWS Finance or Cascal Investments of, the amount (after taking into account Tax payable in respect of the amount) that will ensure that BWHW, BWS Finance or Cascal Investments receives and retains a net sum equal to the sum it would have received had the payment not been subject to Tax.
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PAYMENTS FREE OF WITHHOLDING, ETC. 11.1 All payments made by the Vendor (for itself and as trustee for the Designated Vendor) under this Schedule shall be made gross, free of any right of counterclaim or set-off and without deduction or withholding of any kind other than any deduction or withholding required by law. 11.2 If the Vendor makes a deduction or withholding required by law from a payment under this Schedule, the sum due from the Vendor shall be increased to the extent necessary to ensure that, after the making of any deduction or withholding (including any deductions on additional amounts payable under this Section), the Purchaser receives (for itself and as trustee for the Designated Purchaser) a sum equal to the sum it would have received had no deduction or withholding been made. 11.3 If a payment made under this Schedule will be or has been subject to Tax, the Vendor shall pay (for itself and as trustee for the Designated Vendor) to the Purchaser the amount (after taking into account Tax payable in respect of the amount) that will ensure that the Purchaser receives and retains (for itself and as trustee for the Designated Purchaser) a net sum equal to the sum it would have received had the payment not been subject to Tax.
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Related to PAYMENTS FREE OF WITHHOLDING, ETC

  • Payments Free of Withholding Except as otherwise required by law and subject to Section 13.1(b) hereof, each payment by the Borrower and the Guarantors under this Agreement or the other Loan Documents shall be made without withholding for or on account of any present or future taxes (other than overall net income taxes on the recipient) imposed by or within the jurisdiction in which the Borrower or such Guarantor is domiciled, any jurisdiction from which the Borrower or such Guarantor makes any payment, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the Borrower or such Guarantor shall make the withholding, pay the amount withheld to the appropriate governmental authority before penalties attach thereto or interest accrues thereon, and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by each Lender and the Administrative Agent free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which that Lender or the Administrative Agent (as the case may be) would have received had such withholding not been made. If the Administrative Agent or any Lender pays any amount in respect of any such taxes, penalties or interest, the Borrower or such Guarantor shall reimburse the Administrative Agent or such Lender for that payment on demand in the currency in which such payment was made. If the Borrower or such Guarantor pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Lender or Administrative Agent on whose account such withholding was made (with a copy to the Administrative Agent if not the recipient of the original) on or before the thirtieth day after payment.

  • Payment of Withholding Tax Any required Withholding Tax may be paid in cash or with Common Stock in accordance with Sections 8.3.1 and 8.3.2.

  • Payment of Withholding Taxes The following provision supplements the section of the Agreement titled “Payment of Withholding Taxes”: Without limitation to the section of the Agreement titled ‘Payment of Withholding Taxes’, Participant agrees that Participant is liable for all income tax and employee national insurance contributions or other social contributions or withholding taxes (“Tax-Related Items”) and hereby covenants to pay all such Tax-Related Items, as and when requested by the Corporation, the Employer or by Her Majesty’s Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). Participant also agrees to indemnify and keep indemnified the Corporation and the Employer against any Tax-Related Items that they are required to pay or withhold or have paid or will pay on Participant’s behalf to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if Participant is a director or executive officer (as within the meaning of Section 13(k) of the U.S. Securities Exchange Act of 1934, as amended), the terms of the immediately foregoing provision will not apply. In the event that Participant is a director or executive officer and income tax due is not collected from or paid by Participant within 90 days after the U.K. tax year in which an event giving rise to the indemnification described above occurs, the amount of any uncollected tax may constitute a benefit to Participant on which additional income tax and national insurance contributions may be payable. Participant acknowledges that Participant ultimately will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing the Corporation or the Employer (as applicable) for the value of any employee national insurance contributions due on this additional benefit, which the Corporation and/or the Employer may recover from Participant at any time thereafter by any of the means referred to in section of the Agreement titled “Payment of Withholding Taxes”.

  • Payments Free of Taxes Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then the applicable Withholding Agent shall be entitled to make such deduction or withholding and shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with applicable law and, if such Tax is an Indemnified Tax, then the sum payable by the applicable Loan Party shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

  • Payments Free of Taxes, Etc All payments made by the Debtor under this Agreement shall be made by the Debtor free and clear of and without deduction for any and all present and future taxes, levies, charges, deductions and withholdings. In addition, the Debtor shall pay upon demand any stamp or other taxes, levies or charges of any jurisdiction with respect to the execution, delivery, registration, performance and enforcement of this Agreement. Upon request by the Secured Party, the Debtor shall furnish evidence satisfactory to the Secured Party that all requisite authorizations and approvals by, and notices to and filings with, governmental authorities and regulatory bodies have been obtained and made and that all requisite taxes, levies and charges have been paid.

  • Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes (i) Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as determined in the good faith discretion of the Administrative Agent) require the deduction or withholding of any Tax from any such payment by the Administrative Agent or a Loan Party, then the Administrative Agent or such Loan Party shall be entitled to make such deduction or withholding, upon the basis of the information and documentation to be delivered pursuant to subsection (e) below. (ii) If any Loan Party or the Administrative Agent shall be required by the Internal Revenue Code to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) the Administrative Agent shall withhold or make such deductions as are determined by the Administrative Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) the Administrative Agent shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with the Internal Revenue Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by 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 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made. (iii) If any Loan Party or the Administrative Agent shall be required by any applicable Laws other than the Internal Revenue Code to withhold or deduct any Taxes from any payment, then (A) such Loan Party or the Administrative Agent, as required by such Laws, shall withhold or make such deductions as are determined by it to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) such Loan Party or the Administrative Agent, to the extent required by such Laws, shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with such Laws, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes, the sum payable by 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 3.01) the applicable Recipient receives an amount equal to the sum it would have received had no such withholding or deduction been made.

  • Payments Free of Deductions (a) Unless required by applicable law, all payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction for or on account of, any present or future stamp or other taxes, levies, imposts, duties, charges, fees, deductions, withholdings, restrictions or conditions of any nature whatsoever now or hereafter imposed on, levied, collected, withheld or assessed, excluding Excluded Taxes (such non-excluded taxes being referred to herein, collectively, as “Non-Excluded Taxes” and each, individually, as a “Non-Excluded Tax”). If any Non-Excluded Taxes are required to be withheld from any amounts payable to the Liquidity Provider under this Agreement, (i) the Borrower shall within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Non-Excluded Taxes (and any additional Non-Excluded Taxes in respect of the additional amounts payable under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) the amounts so payable to the Liquidity Provider shall be increased to the extent necessary to yield to the Liquidity Provider (after payment of all Non-Excluded Taxes) interest or any other such amounts payable under this Agreement at the rates or in the amounts specified in this Agreement. The Liquidity Provider agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Liquidity Provider. From time to time upon the reasonable request of the Borrower, the Liquidity Provider agrees to provide to the Borrower two original Internal Revenue Service Forms W-8BEN-E, W-8ECI or W-9, as appropriate, or any successor or other form prescribed by the Internal Revenue Service, certifying that the Liquidity Provider is exempt from or entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement. Within 30 days after the date of each payment hereunder, the Borrower shall furnish to the Liquidity Provider the original or a certified copy of (or other documentary evidence of) the payment of the Non-Excluded Taxes applicable to such payment. (b) Unless required by applicable law, all payments (including, without limitation, Advances) made by the Liquidity Provider under this Agreement shall be made free and clear of, and without reduction for or on account of, any Taxes. If any Taxes are required to be withheld or deducted from any amounts payable to the Borrower under this Agreement, the Liquidity Provider shall (i) within the time prescribed therefor by applicable law pay to the appropriate governmental or taxing authority the full amount of any such Taxes (and any additional Taxes in respect of the additional amounts payable under clause (ii) hereof) and make such reports or returns in connection therewith at the time or times and in the manner prescribed by applicable law, and (ii) pay to the Borrower an additional amount which (after deduction of all such Taxes) will be sufficient to yield to the Borrower the full amount which would have been received by it had no such withholding or deduction been made. Within 30 days after the date of each payment hereunder, the Liquidity Provider shall furnish to the Borrower the original or a certified copy of (or other documentary evidence of) the payment of the Taxes applicable to such payment. (c) If any exemption from, or reduction in the rate of, any Taxes is reasonably available to the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) tax, the Borrower shall deliver to the Liquidity Provider such form or forms and such other evidence of the eligibility of the Borrower for such exemption or reduction as the Liquidity Provider may reasonably identify to the Borrower as being required as a condition to exemption from, or reduction in the rate of, any Taxes.

  • Withholding, Etc The payment of any Salary and bonus hereunder shall be subject to applicable withholding and payroll taxes, and such other deductions as may be required by law or the Company's employee benefit plans.

  • Taxes Withholding Etc (a) All sums payable by any Credit Party hereunder and under the other Loan Documents shall (except to the extent required by Requirements of Law) be paid free and clear of, and without any deduction or withholding on account of, any Tax imposed, levied, collected, withheld or assessed by any Governmental Authority. In addition, Borrower agrees to pay, and shall indemnify and hold each Lender harmless from, Other Taxes, and as soon as practicable after the date of paying such sum, Borrower shall furnish to each Lender (as applicable, with a copy to the Collateral Agent) the original or a certified copy of a receipt evidencing payment thereof or other evidence reasonably satisfactory to such Lender. (b) If any Credit Party or any other Person is required by Requirements of Law to make any deduction or withholding on account of any Tax (as determined in the good faith discretion of an applicable Credit Party or other applicable withholding agent) from any sum paid or payable by any Credit Party to any Lender under any of the Loan Documents: (i) Borrower shall notify such Lender in writing (with a copy to the Collateral Agent) of any such requirement or any change in any such requirement promptly after Borrower becomes aware of it; (ii) Borrower shall make any such withholding or deduction; (iii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on such Lender, as the case may be) on behalf of and in the name of such Lender in accordance with Requirements of Law; (iv) if the Tax is an Indemnified Tax, the sum payable by such Credit Party in respect of which the relevant deduction, withholding or payment of Indemnified Tax is required shall be increased to the extent necessary to ensure that, after the making of that deduction, withholding or payment (including any deductions for Indemnified Taxes applicable to additional sums payable under this Section 2.6(b)), such Lender receives on the due date a net sum equal to what it would have received had no such deduction, withholding or payment of Indemnified Tax been required or made; and (v) as soon as practicable after paying any sum from which it is required by Requirements of Law to make any deduction or withholding, Borrower shall deliver to such Lender (with a copy to the Collateral Agent) evidence reasonably satisfactory to such Lender of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other Governmental Authority. (c) Borrower shall indemnify each Lender for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.6(c)) paid by such Lender and any liability (including any reasonable expenses) arising therefrom or with respect thereto whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. Any indemnification payment pursuant to this Section 2.6(c) shall be made to the applicable Lender within thirty (30) days from written demand therefor. (d) Any Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall deliver to Borrower, at the time or times reasonably requested by Borrower, such properly completed and executed documentation reasonably requested by Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, such Lender, if reasonably requested by Borrower, shall deliver such other documentation prescribed by applicable law or reasonably requested by Borrower as will enable Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Section 2.6(d)(i), (ii) or (iv) below) shall not be required if in such Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Lender. For avoidance of doubt, for the purposes of this Section 2.6(d), the term “Lender” shall include each applicable assignee. Without limiting the generality of the foregoing: (i) If any Lender is organized under the laws of the United States of America or any state thereof, such Lender shall deliver, and shall cause each applicable assignee thereof to deliver, to Borrower two (2) executed copies of Internal Revenue Service Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax. (ii) If any Lender is a Foreign Lender, such Lender shall deliver, and shall cause each applicable assignee thereof to deliver, to Borrower, on or prior to, the Closing Date and, the date on which a Lender Transfer involving such Lender occurs, as applicable, and at such other times as may be necessary in the determination of Borrower (in the reasonable exercise of its discretion): (1) In the case that such Lender is a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, a properly completed and duly executed copy of Internal Revenue Service (“IRS”) Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, a properly completed and duly executed copy of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty; (2) a completed and duly executed copy of IRS Form W-8ECI; (3) two (2) properly completed and duly executed original copies of Internal Revenue Service Form X-0XXX, X-0XXX-X, X-0XXX or W-8IMY (along with Form X-0, X-0XXX-X or W-8BEN for each beneficial owner that will receive, directly or indirectly, a payment of principal, interest, fees or other amounts payable under any of the Loan Documents), or any successor forms; and (4) if such Lender is claiming an exemption from United States withholding Tax pursuant to the “portfolio interest exemption”, it shall provide Borrower with the applicable executed IRS Form W-8BEN-E or IRS Form W-8BEN, or (5) to the extent any Foreign Lender is not the beneficial owner, an executed copy of IRS Form W-8IMY, accompanied by a withholding statement, IRS Form W-8ECI, IRS Form W-8BEN-E, IRS Form W-9 or other certification documents from each beneficial owner, as applicable. (iii) If any Lender is a Foreign Lender it shall, to the extent it is legally entitled to do so, deliver to Borrower (in such number of copies as shall be requested by the recipient) on or prior to the date on which it becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of Borrower), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit Borrower to determine the withholding or deduction required to be made. (iv) If a payment made to any Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to Borrower at the time or times prescribed by law and at such time or times reasonably requested by Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by Borrower as may be necessary for Borrower to comply with their obligations under FATCA and to determine that Lender has complied with its obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (iv), “FATCA” shall include any amendments made to FATCA after the date of this Agreement. (v) If any Lender is required to deliver any forms, statements, certificates or other evidence with respect to United States federal Tax or backup withholding matters pursuant to this Section 2.6(d), such Lender hereby agrees, from time to time after the initial delivery by such Lender of such forms, certificates or other evidence, whenever a lapse in time, change in circumstances or law, or additional guidance by a Governmental Authority renders such forms, certificates or other evidence obsolete or inaccurate in any material respect, to promptly deliver to Borrower two (2) new original copies. (vi) Borrower shall not be required to pay any additional amount to any Lender under Section 2.6(b)(iii) if such Lender shall have failed (1) to timely deliver to Borrower the forms, certificates or other evidence referred to in this Section 2.6(d) (each of which shall be complete, accurate and duly executed), or (2) to notify Borrower of its inability to deliver any such forms, certificates or other evidence, as the case may be; provided that, if such Lender shall have satisfied the requirements of this Section 2.6(d) on the Tranche A Closing Date (or on the date such Lender initially acquires an interest in a Term Loan), nothing in this last sentence of this Section 2.6(d) shall relieve Borrower of its obligations to pay any additional amounts pursuant to this Section 2.6 in the event that, solely as a result of any change in any Requirements of Law or any change in the interpretation, administration or application thereof by any applicable Governmental Authority, such Lender is no longer legally entitled to deliver forms, certificates or other evidence at a subsequent date establishing the fact that such Lender is not subject to withholding as described herein and in the forms, certificates or other evidence initially provided by such Lender. (e) If any party hereto determines, in its discretion exercised in good faith, that it has received a refund of any Taxes or a credit or offset for any Taxes as to which it has been indemnified pursuant to this Section 2.6 (including by the payment of additional amounts pursuant to this Section 2.6), it shall pay to the indemnifying party an amount equal to such refund, credit or offset (but only to the extent of indemnity payments made, or additional amounts paid, under this Section 2.6 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this clause (e) in the event that such indemnified party is required to repay, credit or offset such refund to such Governmental Authority and the requirement to repay such refund to such Governmental Authority is not due to the indemnified party’s failure to timely provide complete and accurate Internal Revenue Service forms and other documentation required pursuant to Section 2.6(d) or Section 2.8. Notwithstanding anything to the contrary in this clause (e), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this clause (e) if the payment of such amount would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the indemnification payments or additional amounts giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such tax had never been paid. This clause (e) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Xxx Withholding Notwithstanding any other provision of this Agreement, the Company may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

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