Common use of Payments Net of Taxes Clause in Contracts

Payments Net of Taxes. All payments made by the Borrower under this Agreement shall be made free and clear of, and without reduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Agent and each Lender, income or franchise taxes imposed on such Agent or such Lender by the jurisdiction under the laws of which such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "TAXES"). If any Taxes are required to be withheld or deducted from any amounts payable to any Agent or any Lender under this Agreement or any other Loan Document, the Borrower shall pay the relevant amount of such Taxes and the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan the Lender shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential).

Payments Net of Taxes. All payments made to the Bank by the Borrower each Credit Party under this Agreement or any other Transaction Document shall be made free and clear of, and without reduction or withholding for or on account of, any present Indemnified Taxes, unless such Credit Party is required to withhold or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Agent and each Lender, income or franchise taxes imposed on such Agent or such Lender by the jurisdiction under the laws of which such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "TAXES")deduct Indemnified Taxes. If any Indemnified Taxes are required to be withheld or deducted from any amounts payable to any Agent or any Lender the Bank under this Agreement or any other Loan Transaction Document, the Borrower applicable Credit Party shall pay the relevant amount of such Indemnified Taxes and the amounts so payable to such Agent or such Lender the Bank shall be increased to the extent necessary to yield to such Agent or such Lender the Bank (after payment of all Indemnified Taxes) interest or any such other amounts that would have been payable hereunder at the rates or in the amounts specified in this Agreement and under the other Loan DocumentsTransaction Documents had no such withholding or deduction been required. Whenever any Indemnified Taxes are paid by the Borrower a Credit Party with respect to payments made in connection with this AgreementAgreement or any other Transaction Document, as promptly as possible thereafter, the Borrower such Credit Party shall send to the Administrative Agent for its own account or for the account of such Lender, as the case may be, Bank a certified copy of an original official receipt received by the Borrower such Credit Party showing payment thereof. In If the event Bank determines in its sole discretion in good faith that it has received a refund in respect of any Indemnified Taxes or Other Taxes as to which it has been indemnified by any Credit Party, or with respect to which any Credit Party has paid additional amounts pursuant to this Section 2.13, the Bank shall promptly after the Borrower shall have paid any date of such receipt pay over the amount of such refund to such Credit Party (but only to the extent of indemnity payments made, or additional amount amounts paid, by such Credit Party under this Section 2.16(a) 2.13 with respect to any Loan the Lender shall have received a Indemnified Taxes giving rise to such refund or credit of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, and only to the extent that the Bank has determined that the amount of any such Lender receives a refund is directly attributable to payments made under this Agreement or credit another Transaction Document), net of all reasonable expenses of the Bank (including additional Taxes attributable to such refund, as determined by the Bank) and without interest (other than interest, if any, paid by the relevant Official Body with respect to such refund). Each Credit Party shall, upon demand, repay to the Bank any amount paid over to such Credit Party by the Bank (plus penalties, interest or a other charges) in the event the Bank is required to repay any portion of such Taxes from the Governmental Authority to whom such Taxes were paid by the Borrower, such Lender shall refund to the Borrower such additional amount or any portion thereof with respect to which such Lender receives such refund or creditOfficial Body. Nothing contained in this paragraph (aSection 2.13(a) shall require entitle any Lender or any Agent Credit Party to make available any have access to the records of its the Bank, including, without limitation, tax returns (or any other information relating to its taxes which it deems to be confidential)returns.

Payments Net of Taxes. All payments made by the Borrower hereunder or under this Agreement shall any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.7(b), all such payments will be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Agent and each Lender, income jurisdiction or franchise taxes imposed on such Agent or such Lender by the jurisdiction under the laws of which such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or as a result measured by the net income or profits of a connection between such Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and pursuant to the transactions contemplated hereby, and (ii) in laws of the case of each Lender, income or franchise taxes imposed by any jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender's lending offices which make or book Loans are Lender is located or any political subdivision or taxing authority thereof or therein therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges or withholdings being hereinafter called referred to collectively as "TAXESTaxes"). If any Taxes are required so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be withheld or deducted from any necessary so that every payment of all amounts payable to any Agent or any Lender due under this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to infoUSA Amended and Restated Credit Agreement the preceding sentence, the Borrower shall pay agrees to reimburse each Lender, upon the relevant amount written request of such Taxes Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and the amounts so payable to such Agent or for any withholding of taxes as such Lender shall be increased determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the extent necessary preceding sentence and in respect of any amounts paid to yield to such Agent or on behalf of such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in pursuant to this Agreement and the other Loan Documentssentence. Whenever any Taxes are paid by the The Borrower with respect to payments made in connection with this Agreement, as promptly as possible thereafter, the Borrower shall send will furnish to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that within 45 days after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan date the Lender shall have received a refund or credit payment of any Taxes paid by the Borrower with respect is due pursuant to payments made in connection with this Agreement, then, to the extent that applicable law certified copies of tax receipts evidencing such Lender receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender shall refund to upon its written request, for the Borrower amount of any Taxes so levied or imposed and paid by such additional amount or any portion thereof with respect to which such Lender receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential)Lender.

Payments Net of Taxes. 7.5.1 All payments made by each Borrower will be made without setoff, counterclaim or other defence. Any payment to the Borrower under this Agreement Paying Agent or the Agent shall be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp taxes or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, taxing authority in any jurisdiction with respect to such payments (but excluding any tax or other governmental charge imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located) and all interest, penalties or similar liabilities with respect thereto, excluding (i) in the case of each Agent and each Lender, income or franchise taxes imposed on such Agent or such Lender by the jurisdiction under the laws of which such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all to such non-excluded taxes, levies, imposts, deductions, charges taxes or withholdings being hereinafter called other governmental charge (collectively referred to herein as "TAXESTaxes"). If any Taxes are required to be withheld so levied or deducted from any amounts payable to any Agent or any Lender under this Agreement or any other Loan Documentimposed, the relevant Borrower shall pay the relevant full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the amounts so payable to such Agent or such Lender shall be increased to the extent necessary to yield to such Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account of such LenderPaying Agent, as the case may be, a certified copy of an original official receipt such additional amounts as may be necessary so that every payment actually received by the Paying Agent, the Agent or relevant Lender will not be less than the amount which would otherwise have been received in the absence of such levy or imposition of Taxes. Each Borrower showing will furnish to the Agent or the Paying Agent, as the case may be, within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts, if any, or other evidence reasonably acceptable to the Agent or the Paying Agent, as the case may be, evidencing such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender, and for any taxes, levies, imposts, duties or charges paid by such Lender in respect of amounts paid to or on behalf of such Lender pursuant to this Section 7.5.1, other than penalties, additions to tax, interest and expenses arising as a result of the willful misconduct or gross negligence of such Lender, within 30 days after the date upon which such Lender makes written demand therefor supported by a copy of any written assessment thereof. In Notwithstanding the event that after the Borrower shall have paid any additional amount foregoing provisions of this Section 7.5.1, a Borrower's obligations under this Section 2.16(a) with 7.5.1 shall not apply in respect to any Loan the of a Lender shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender receives has not complied with the provisions of Section 7.5.2 to the extent it is legally able to do so. 7.5.2 Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) and that is entitled to an exemption from or reduction of withholding tax under the law of the United States or under a treaty to which the United States is a party, with respect to payments under this Agreement shall, to the extent it is legally able to do so, on or prior to the date hereof, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 17.1, on the date of such assignment or transfer to such Lender, and from time to time upon request from THC, deliver to THC, accurate, properly completed and properly executed documentation prescribed by applicable law which is reasonably requested by THC (to the extent that such documentation reasonably requested by THC will not, in the reasonable judgment of such Lender, be disadvantageous to such Lender), if the delivery of such documentation will permit such payments to be made without withholding or with withholding at a reduced rate, as the case may be. THC agrees to reimburse each Lender for any expense incurred by reason of complying with this Section 7.5.2. 7.5.3 If a Borrower pays any additional amount under Section 7.5.1 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund and, in the case of a Lender that is not exempt from tax, any reduction of or credit of all or a portion of such Taxes from against its tax liabilities, with respect to the Governmental Authority to whom such Taxes were paid by taxable year in which the Borroweradditional amount is paid, such Lender shall refund pay to a Borrower an amount that such Lender shall, in its sole discretion, determine is equal to the Borrower net benefit, after tax, which was obtained by the Lender in such additional year as a consequence of such refund. Such amount shall be paid as soon as practicable after receipt or any portion thereof with respect to which realization by such Lender receives of such refund or creditrefund. Nothing contained in this paragraph (a) Section 7.5.3 shall require any Lender to disclose or any Agent to make available any detail the basis of its tax returns (calculation of the amount of any refund or any other information relating to its taxes which it deems to be confidential)any Borrower or any other Person.

Payments Net of Taxes. 7.5.1 All payments made by each Borrower will be made without setoff, counterclaim or other defence. Any payment to the Borrower under this Agreement Agent shall be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp taxes or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, taxing authority in any jurisdiction with respect to such payments (but excluding any tax or other governmental charge imposed on or measured by the net income or net profits of a Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender is located) and all interest, penalties or similar liabilities with respect thereto, excluding (i) in the case of each Agent and each Lender, income or franchise taxes imposed on such Agent or such Lender by the jurisdiction under the laws of which such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and (ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all to such non-excluded taxes, levies, imposts, deductions, charges taxes or withholdings being hereinafter called other governmental charge (collectively referred to herein as "TAXESTaxes"). If any Taxes are required to be withheld so levied or deducted from any amounts payable to any Agent or any Lender under this Agreement or any other Loan Documentimposed, the relevant Borrower shall pay the relevant full amount of such Taxes to the relevant taxing authority in accordance with applicable law and shall pay to the Agent such additional amounts as may be necessary so payable to such that every payment actually received by the Agent or relevant Lender will not be less than the amount which would otherwise have been received in the absence of such levy or imposition of Taxes. Each Borrower will furnish to the Agent within 45 days after the date the payment of any Taxes is due pursuant to applicable law certified copies of tax receipts, if any, or other evidence reasonably acceptable to the Agent evidencing such payment by such Borrower. Each Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender shall be increased to upon its written request, for the extent necessary to yield to amount of any Taxes so levied or imposed and paid by such Agent Lender, and for any taxes, levies, imposts, duties or charges paid by such Lender (after payment in respect of all Taxes) amounts paid to or on behalf of such Lender pursuant to this Section 7.5.1, other than penalties, additions to tax, interest and expenses arising as a result of the willful misconduct or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrower with respect to payments made in connection with this Agreement, as promptly as possible thereafter, the Borrower shall send to the Administrative Agent for its own account or for the account gross negligence of such Lender, as within 30 days after the case may be, date upon which such Lender makes written demand therefor supported by a certified copy of an original official receipt received by the Borrower showing payment any written assessment thereof. In Notwithstanding the event that after foregoing provisions of this Section 7.5.1, the Borrower shall have paid any additional amount Borrower's obligations under this Section 2.16(a) with 7.5.1 shall not apply in respect to any Loan the of a Lender shall have received a refund or credit of any Taxes paid by the Borrower with respect to payments made in connection with this Agreement, then, to the extent that such Lender receives has not complied with the provisions of Section 7.5.2 to the extent it is legally able to do so. 7.5.2 Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended) and that is entitled to an exemption from or reduction of withholding tax under the law of the United States or under a treaty to which the United States is a party, with respect to payments under this Agreement shall, to the extent it is legally able to do so, on or prior to the date hereof, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 17.1, on the date of such assignment or transfer to such Lender, and from time to time upon request from SLM, deliver to SLM, accurate, properly completed and properly executed documentation either prescribed by applicable law or reasonably requested by SLM (to the extent that such documentation reasonably requested by SLM will not, in the reasonable judgment of such Lender, be disadvantageous to such Lender), if the delivery of such documentation will permit such payments to be made without withholding or with withholding at a reduced rate, as the case may beo. SLM agrees to reimburse each Lender for any expense incurred by reason of complying with this Section 7.5.2. 7.5.3 If a Borrower pays any additional amount under Section 7.5.1 to a Lender and such Lender determines in its sole discretion that it has actually received or realized in connection therewith any refund and, in the case of a Lender that is not exempt from tax, any reduction of or credit of all or a portion of such Taxes from against its tax liabilities, with respect to the Governmental Authority to whom such Taxes were paid by taxable year in which the Borroweradditional amount is paid, such Lender shall refund pay to the Borrower such additional an amount or any portion thereof with respect to which that such Lender receives shall, in its sole discretion, determine is equal to the net benefit, after tax, which was obtained by the Lender in such refund year as a consequence of such refund. Such amount shall be paid as soon as practicable after receipt or creditrealization by such Lender of such refund. Nothing contained in this paragraph (a) Section 7.5.3 shall require any Lender to disclose or any Agent to make available any detail the basis of its tax returns (calculation of the amount of any refund or any other information relating to its taxes which it deems to be confidential)any Borrower or any other Person.

Payments Net of Taxes. All payments made by the Borrower hereunder or under this Agreement shall any Note will be made without setoff, counterclaim or other defense. Except as provided in Section 5.7(b), all such payments will be made free and clear of, and without reduction deduction or withholding for or on account offor, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions assessments or withholdings, other charges of whatever nature now or hereafter imposed, levied, collected, withheld or assessed imposed by any Governmental Authority, and all liabilities with respect thereto, excluding (i) in the case of each Agent and each Lender, income jurisdiction or franchise taxes imposed on such Agent or such Lender by the jurisdiction under the laws of which such Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein with respect to such payments (but excluding, except as provided in the second succeeding sentence, any tax imposed on or as a result measured by the net income or profits of a connection between such Agent or such Lender and any jurisdiction other than a connection resulting solely from this Agreement and pursuant to the transactions contemplated hereby, and (ii) in laws of the case of each Lender, income or franchise taxes imposed by any jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Lender's lending offices which make or book Loans are Lender is located or any political subdivision or taxing authority thereof or therein therein) and all interest, penalties or similar liabilities with respect to such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges (all such non-excluded taxes, levies, imposts, deductionsduties, fees, assessments or other charges or withholdings being hereinafter called "TAXES"referred to collectively as “Taxes”). If any Taxes are required so levied or imposed, the Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be withheld or deducted from any necessary so that every payment of all amounts payable to any Agent or any Lender due under this Agreement or under any other Loan DocumentNote, after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. If any amounts are payable in respect of Taxes pursuant to the preceding sentence, the Borrower shall pay agrees to reimburse each Lender, upon the relevant amount written request of such Taxes Lender, for taxes imposed on or measured by the net income or profits of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located or under the laws of any political subdivision or taxing authority of any such jurisdiction in which such Lender is organized or in which the principal office or applicable lending office of such Lender is located and the amounts so payable to such Agent or for any withholding of taxes as such Lender shall be increased determine are payable by, or withheld from, such Lender, in respect of such amounts so paid to or on behalf of such Lender pursuant to the extent necessary preceding sentence and in respect of any amounts paid to yield to such Agent or on behalf of such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in pursuant to this Agreement and the other Loan Documentssentence. Whenever any Taxes are paid by the The Borrower with respect to payments made in connection with this Agreement, as promptly as possible thereafter, the Borrower shall send will furnish to the Administrative Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrower showing payment thereof. In the event that within 45 days after the Borrower shall have paid any additional amount under this Section 2.16(a) with respect to any Loan date the Lender shall have received a refund or credit payment of any Taxes paid by the Borrower with respect is due pursuant to payments made in connection with this Agreement, then, to the extent that applicable law certified copies of tax receipts evidencing such Lender receives a refund or credit of all or a portion of such Taxes from the Governmental Authority to whom such Taxes were paid payment by the Borrower. The Borrower agrees to indemnify and hold harmless each Lender, and reimburse such Lender shall refund to upon its written request, for the Borrower amount of any Taxes so levied or imposed and paid by such additional amount or any portion thereof with respect to which such Lender receives such refund or credit. Nothing contained in this paragraph (a) shall require any Lender or any Agent to make available any of its tax returns (or any other information relating to its taxes which it deems to be confidential)Lender.