Reimbursable Taxes. Borrower covenants and agrees that: (a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office, (ii) with respect to each Lender Party, taxes imposed by reason of any present or former connection between such Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower pursuant to this Agreement or under any Eurodollar Loans or Letters of Credit, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes”). Such indemnification shall be on an after-tax basis and, except as otherwise provided in Section 3.6(b), paid within 3 Business Days after a Lender Party makes demand therefor. (b) All payments on account of the principal of, and interest on, each Lender Party’s Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to any Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding. (c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes. (d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.
Appears in 3 contracts
Samples: Credit Agreement (Comfort Systems Usa Inc), Credit Agreement (Comfort Systems Usa Inc), Credit Agreement (Comfort Systems Usa Inc)
Reimbursable Taxes. Borrower Debtor covenants and agrees that, with respect to each Advance bearing interest at LIBOR:
(ai) Borrower Debtor will indemnify each Lender Party against pay, when due (upon prior written notice by Secured Party, and reimburse each Lender Party for on an after-tax basis), all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement such Advance; provided, however, that if Debtor disputes in good faith any such taxes, levies, costs or charges and refuses to pay same pending resolution of such dispute, Debtor shall so advise Secured Party in writing and shall make the appropriate reserves therefor. Debtor's obligation pursuant hereto shall exclude, however, any such taxes, levies, costs or charges imposed or determined by reference to income of Secured Party or any Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured Lending Office by its overall net income, and franchise taxes imposed on it (any jurisdiction in lieu of net income taxes), by which the jurisdiction (Secured Party or any political subdivision thereof) under the Laws of which it such Eurodollar Lending Office is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office, (ii) with respect to each Lender Party, taxes imposed by reason of any present or former connection between such Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower pursuant to this Agreement or under any Eurodollar Loans or Letters of Credit, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement located (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes”" in this Section). Such indemnification shall be Promptly after the date on which payment of any such Reimbursable Tax is due pursuant to applicable law, Debtor will, at the request of Secured Party, furnish to Secured Party an after-official receipt issued by the relevant taxing authority showing the amount of such tax basis and, except as otherwise provided and its payment by Debtor or such other evidence in Section 3.6(b), paid within 3 Business Days after a Lender form and substance satisfactory to Secured Party makes demand thereforthat Debtor has met its obligation under this Section.
(bii) Debtor will indemnify the Secured Party against, and reimburse the Secured Party on demand for, any Reimbursable Taxes paid by Secured Party upon Debtor's failure to pay such amounts in a timely manner after written notice by the Secured Party, and any loss, liability, claim or expense, including interest, penalties and reasonable legal fees, that Secured Party may incur at any time arising out of or in connection with a failure by the Debtor to pay such Reimbursable Taxes. A certificate of the Secured Party as to the amount of any such Reimbursable Taxes and other amounts paid by the Secured Party shall be conclusive and binding in the absence of manifest error.
(iii) All payments on account of the principal of, of and interest on, each Lender Party’s Loans and Note, on the Advances and all other amounts payable by Borrower Debtor to any Lender the Secured Party hereunder, shall be made in full without set-off or counterclaim and hereunder shall be made free and clear of and without deductions or withholdings of any nature reduction by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled Debtor and paid when due by Law to make any such deduction or withholding from any payment to any Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholdingDebtor.
(civ) If Borrower Debtor is ever required to pay any Reimbursable Tax with respect to any Eurodollar LoanAdvance bearing interest at LIBOR, Borrower Debtor may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, elect to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loanoutstanding Advances bearing interest at LIBOR to Advances bearing interest at the Prime Rate, but such election shall not diminish Borrower’s Debtor's obligation to pay all Reimbursable TaxesTaxes theretofore imposed, assessed, levied or collected.
(dv) Notwithstanding the foregoing provisions of this sectionSection to the contrary, Borrower Debtor shall be entitledhave no obligation to pay to the Secured Party any amount payable by reason of the failure of the Secured Party to file, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Secured Party is subject legally entitled to tax. As used in this sectionfile, “Prescribed Forms” means such duly executed forms any statement of exemption required by Treasury Regulation Section 1.1441-4(a) or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between any subsequent version thereof promulgated under the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower claim for relief from United Kingdom Inland Tax pursuant to make payments hereunder for Article 11 of the account of such Lender Party free of such deduction or withholding of income or similar taxesUnited States-United Kingdom Income Tax Treaty.
Appears in 3 contracts
Samples: Loan and Security Agreement (FFP Marketing Co Inc), Loan and Security Agreement (FFP Partners L P), Loan and Security Agreement (FFP Partners L P)
Reimbursable Taxes. The Borrower covenants and agrees that:
(a) The Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured by its such Lender Party’s overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Officepurposes, (ii) with respect to each Lender Party, taxes imposed by reason of any present or former connection between such Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment to such Lender Party by the Borrower pursuant to this Agreement or under any Eurodollar Loans or Letters of CreditAgreement, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes”). Such indemnification shall be on an after-tax basis and, except as otherwise provided in Section 3.6(b5.3(b), paid within 3 three (3) Business Days after a Lender Party makes demand therefor.
(b) All payments on account of the principal of, and interest on, each Lender Party’s Loans and NoteNotes, and all other amounts payable by the Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of the Borrower. In the event of the Borrower being is compelled by Law to make any such deduction or withholding from any payment to any Lender Party, the Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If the Borrower should make any deduction or withholding as aforesaid, the Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding.
(c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes.
(d) Notwithstanding the foregoing provisions of this section, the Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with the Administrative Agent (with copies provided to the Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, ; provided that if the Borrower shall so deduct or withhold any such taxes, it shall provide a statement to the Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit the Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.
Appears in 2 contracts
Samples: Credit Agreement (Resaca Exploitation, Inc.), Credit Agreement (Resaca Exploitation, Inc.)
Reimbursable Taxes. Borrower Company covenants and agrees that:
(a) Borrower Company will indemnify each Lender Holder Party against and reimburse each Lender Holder Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Officethe office, branch, or agency through which it administers this Agreement, (ii) with respect to each Lender Holder Party, taxes imposed by reason of any present or former connection between such Lender Holder Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower Company pursuant to this Agreement or under any Eurodollar Loans or Letters of CreditLoans, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Holder Party under the laws and treaties in effect when such Lender Holder Party first becomes a party to this Agreement (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes”). Such indemnification shall be on an after-tax basis and, except as otherwise provided in Section 3.6(b), and paid within 3 Business Days after a Lender Holder Party makes demand therefor.
(b) All payments on account of the principal of, and interest on, each Lender Holder Party’s Loans and Note, and all other amounts payable by Borrower Company to any Lender Holder Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of BorrowerCompany. In the event of Borrower Company being compelled by Law to make any such deduction or withholding from any payment to any Lender Holder Party, Borrower Company shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Holder Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower Company should make any deduction or withholding as aforesaid, Borrower Company shall within 60 days thereafter forward to such Lender Holder Party an official receipt or other official document evidencing payment of such deduction or withholding.
(c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes.
(d) Notwithstanding the foregoing provisions of this section, Borrower Company shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Holder Party, other than a Lender Holder Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to BorrowerCompany) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower Company shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Holder Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Holder Party may reasonably request for assisting such Lender Holder Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Holder Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Holder Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower Company to make payments hereunder for the account of such Lender Holder Party free of such deduction or withholding of income or similar taxes.
Appears in 2 contracts
Samples: Note Purchase Agreement (Rio Vista Energy Partners Lp), Note Purchase Agreement (Penn Octane Corp)
Reimbursable Taxes. Borrower covenants and agrees that:
(a) : Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office, (ii) with respect to each Lender Party, taxes imposed by reason of any present or former connection between such Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower pursuant to this Agreement or under any Eurodollar Loans or Letters of Credit, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes”). Such indemnification shall be on an after-tax basis and, except as otherwise provided in Section 3.6(b), paid within 3 Business Days after a Lender Party makes demand therefor.
(b) . All payments on account of the principal of, and interest on, each Lender Party’s Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to any Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding.
(c) . If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes.
(d) . Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.
Appears in 1 contract
Reimbursable Taxes. Borrower covenants The Borrowers covenant and agrees agree that:
(a) Borrower the Credit Parties will indemnify each the Lender Party against and reimburse each the Lender Party for all present and future income, stamp franchise, transfer, stamp, mortgage, court or documentary, intangible, recording, filing, withholding and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans Transaction Document or Letters of Credit any payment made pursuant to any Loan Document (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured by its the Lender’s overall net income, and margin and franchise taxes imposed on it (in lieu of net income taxes), in each case by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office, the office through which it administers this Agreement and (ii) with respect to each Lender Party, any U.S. federal withholding taxes imposed by reason of any present or former connection between such Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower pursuant to this Agreement or under any Eurodollar Loans or Letters of Credit, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement FATCA (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes”). Such indemnification shall be on an after-tax basis and, except as otherwise provided in Section 3.6(b), and paid within 3 5 Business Days after a the Lender Party makes demand therefor.
(b) All payments on account of the principal of, and interest on, each Lender Party’s Loans and Notethe Loans, and all other amounts payable by Borrower or on behalf of the Borrowers to the Lender hereunder or under any Lender Party hereunderother Loan Document, shall be made in full in cash without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower the Borrowers being compelled by Law to make any such deduction or withholding from any payment to any Lender Partythe Lender, Borrower the Borrowers shall pay to the Lender on the due date of such payment, by way of additional interest, payment such additional amounts as are needed to cause the amount receivable received by such the Lender Party after such deduction or withholding to equal the amount which that would have been receivable received by the Lender in the absence of such deduction or withholding. If Borrower the Borrowers should make any deduction or withholding as aforesaid, Borrower the Borrowers shall within 60 fifteen (15) days thereafter forward to such the Lender Party an official receipt or other official document evidencing payment of such deduction or withholding.
(c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes.
(d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.
Appears in 1 contract
Samples: Loan Agreement (SWK Holdings Corp)
Reimbursable Taxes. Borrower covenants (a) For purposes of this Section, the term “Lender” includes any Issuing Bank and agrees that:the term “applicable Law” shall include FATCA.
(ab) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever Taxes imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters obligation of Credit any Restricted Person under any Loan Document (whether or not correctly or legally or correctly imposed, assessed, levied or collected), excluding, however, any of the following Taxes (i) taxes Taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes(however denominated), by franchise Taxes and branch profits Taxes, in each case, (A) imposed as a result of such Lender Party being organized under the Laws of, or having its principal office or, in the case of any Lender, its Applicable Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (B) that are Other Connection Taxes, (ii) in the case of any Lender, any United States withholding Tax imposed on any amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in any Loan or Revolving Loan Commitment (other than pursuant to an assignment request by Borrower under Section 3.8(b)) or (B) such Lender Party changes its Applicable Lending Office, except in each case to the Laws of which extent that, pursuant to this Section, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it is organized or otherwise resides for tax purposes or maintains any changed its Applicable Lending Office, (iiiii) Taxes attributable to such recipient’s failure to comply with requirements to deliver the Prescribed Forms as set forth Section 3.6(e) and (iv) any withholding Taxes imposed under FATCA (all such Taxes “Excluded Taxes”, and all other Taxes imposed on or with respect to each Lender Party, taxes imposed any payment made by reason or on account of any present or former connection between such Lender Party and the jurisdiction imposing such taxes, other than solely as a result obligation of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower pursuant to this Agreement or under any Eurodollar Loans or Letters of Credit, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement (all such non-excluded taxes, levies, costs and charges Loan Document being collectively called “Reimbursable Taxes”). Such indemnification shall be on an after-tax Tax basis and, except as otherwise provided in this Section 3.6(b), such indemnification shall be paid within 3 10 Business Days after a Lender Party makes demand therefordelivers a certificate demonstrating the amount of such payment or liability.
(bc) All payments on account of the principal of, and interest on, each Lender Party’s Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of for any nature Taxes (except to the extent required by reason of any Reimbursable Taxes, all of which will be for the account of Borrowerapplicable Law). In the event of Borrower or Agent being compelled by applicable Law to make any such deduction or withholding of any Tax from any payment to any Lender PartyParty pursuant to this Agreement, and if the Tax is a Reimbursable Tax, Borrower shall pay on the due date of such payment, by way of additional interest, payment such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party Agent an official receipt or other official document evidencing payment of such deduction or withholding.
(cd) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes.
(de) Notwithstanding the foregoing provisions of this sectionSection, Borrower and Agent shall be entitled, to the extent it such party is required to do so by applicable Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes Taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person Person for Federal income tax Tax purposes that delivered to Agent executed originals of IRS Form W-9 certifying that such Lender Party is exempt from United States federal backup withholding Tax or (ii) who is a Foreign Lender and has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes Taxes is not required as a result of the filing of such Prescribed Forms, ; provided that if Borrower or Agent shall so deduct or withhold any such taxesTaxes, it Borrower or Agent, as applicable, shall provide a statement to Agent (if applicable) and such Lender Party, setting forth the amount of such taxes Taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes Taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms Borrower or statements, and in such number of copies, which may, Agent may from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the time reasonably request that any Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) that is a Foreign Lender deliver executed copies of any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.Prescribed Form to
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Reimbursable Taxes. With respect to the Commitments, the relevant Borrower thereunder covenants and agrees with each Lender Party extending credit pursuant thereto that:
(a) Such Borrower will indemnify each such Lender Party against and reimburse each such Lender Party for all present and future income, stamp and other taxes, duties, levies, costs imposts, deductions, charges, costs, and charges withholdings whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or Agreement, any Eurodollar Loans Loans, any BA’s or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected)) including all taxes imposed pursuant to Part XIII of the Income Tax Act (Canada) and any withholding or other taxes imposed on any Lender Party under Canadian Law, excluding, however, (i) any taxes imposed on or measured by its the overall net income, income (however denominated) and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction () any Agent or any political subdivision thereof) under the Laws of which it is organized such Lender Party or otherwise resides for tax purposes or maintains any Applicable Lending Office, (ii) with respect to each Lender Party, taxes imposed by reason Office of any present or former connection between such Lender Party and the by any jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower pursuant to this Agreement or under any Eurodollar Loans or Letters of Credit, but not excluding any portion of such tax that exceeds the United States withholding tax in which would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when or any such Lender Party first becomes a party to this Agreement Applicable Lending Office is located (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes”” in this section). Such indemnification shall be on an after-tax basis andbasis, except taking into account any taxes imposed on the amounts paid as otherwise provided in Section 3.6(b), paid within 3 Business Days after a Lender Party makes demand thereforindemnity.
(b) All payments on account of the principal of, and interest on, each such Lender Party’s Loans and NoteNotes, and all other amounts payable by such Borrower to any such Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of the relevant Borrower. In the event of any such Borrower being compelled by Law to make any such deduction or withholding from any payment to any such Lender Party, such Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If any such Borrower should make any deduction or withholding as aforesaid, such Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding.
(c) If any such Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, such Borrower may elect, by giving to the relevant Agent and such Lender Party not less than three Business Days’ notice, to convert Convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish such Borrower’s obligation to pay all Reimbursable Taxes.
(d) Notwithstanding the foregoing provisions of this section, such Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America or Canada (other than any portion thereof attributable to a change in federal income tax Laws effected after the date hereof) from interest, fees or other amounts payable hereunder for the account of any such Lender Party, other than such a Lender Party (i) who is a U.S. US person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to the relevant Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if such Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the such Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit such Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.
(e) As of the Closing Date, each Canadian Lender must be a financial institution that is (i) not a non-resident of Canada for the purposes of the Income Tax Act (Canada) or (ii) an “authorized foreign bank” as defined in section 2 of the Bank Act (Canada) and in subsection 248(1) of the Income Tax Act (Canada), that is not subject to the restrictions and requirements referred to in subsection 524(2) of the Bank Act (Canada) and which will receive all amounts paid or credited to it under its Canadian Loans and Canadian Note in respect of its “Canadian banking business” for the purposes of paragraph 212(13.3)(a) of the Income Tax Act (Canada) (a “Canadian Resident Lender”). In the event that a Canadian Lender does not qualify as a Canadian Resident Lender, such Canadian Lender shall deliver to Canadian Borrowers and the Canadian Administrative Agent on the date on which such Canadian Lender does not qualify as a Canadian Resident Lender, notice that it is not a Canadian Resident Lender. It is acknowledged by the parties that there may be Canadian tax imposed under Part XIII of the Income Tax Act (Canada) (“Canadian Withholding Tax”) on any payments as, on account or in lieu of payment of, or in satisfaction of, interest and other fees paid by Canadian Borrowers or Canadian Administrative Agent with respect to the Canadian Obligations to persons who are not Canadian Resident Lenders (such payments a “Taxable Payment”). As provided in Section 3.7(a) and (b), Canadian Borrowers shall be obligated to make any additional or increased payment under this Agreement in respect of any Canadian Withholding Tax on a Taxable Payment, and Canadian Borrowers and Canadian Administrative Agent shall be entitled to deduct and remit to the proper Canadian taxing authorities any Canadian Withholding Tax on any Taxable Payment.
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Reimbursable Taxes. Borrower Company covenants and agrees that:
(a) Borrower Company will indemnify each Lender Holder Party against and reimburse each Lender Holder Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Officethe office, branch, or agency through which it administers this Agreement, (ii) with respect to each Lender Holder Party, taxes imposed by reason of any present or former connection between such Lender Holder Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower Company pursuant to this Agreement or under any Eurodollar Loans or Letters of CreditLoans, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Holder Party under the laws and treaties in effect when such Lender Holder Party first becomes a party to this Agreement (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes”"REIMBURSABLE TAXES"). Such indemnification shall be on an after-tax basis and, except as otherwise provided in Section 3.6(b), and paid within 3 Business Days after a Lender Holder Party makes demand therefor.
(b) All payments on account of the principal of, and interest on, each Lender Holder Party’s 's Loans and Note, and all other amounts payable by Borrower Company to any Lender Holder Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of BorrowerCompany. In the event of Borrower Company being compelled by Law to make any such deduction or withholding from any payment to any Lender Holder Party, Borrower Company shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Holder Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower Company should make any deduction or withholding as aforesaid, Borrower Company shall within 60 days thereafter forward to such Lender Holder Party an official receipt or other official document evidencing payment of such deduction or withholding.
(c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes.
(d) Notwithstanding the foregoing provisions of this section, Borrower Company shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Holder Party, other than a Lender Holder Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to BorrowerCompany) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower Company shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Holder Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Holder Party may reasonably request for assisting such Lender Holder Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Holder Party is subject to tax. As used in this section, “"Prescribed Forms” " means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Holder Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower Company to make payments hereunder for the account of such Lender Holder Party free of such deduction or withholding of income or similar taxes.
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Reimbursable Taxes. Borrower Company covenants and agrees that:
(a) Borrower Company will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Officethe office, branch, or agency through which it administers this Agreement, (ii) with respect to each Lender Party, taxes imposed by reason of any present or former connection between such Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower Company pursuant to this Agreement or under any Eurodollar Loans or Letters of CreditLoans, but not excluding any portion of such tax that exceeds the United States withholding tax which that would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement (all such non-excluded taxes, levies, costs and charges being collectively called “Reimbursable Taxes”). Such indemnification shall be on an after-tax basis and, except as otherwise provided in Section 3.6(b), and paid within 3 Business Days after a Lender Party makes demand therefor.
(b) All payments on account of the principal of, and interest on, each Lender Party’s Loans and Note, and all other amounts payable by Borrower Company to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of BorrowerCompany. In the event of Borrower Company being compelled by Law to make any such deduction or withholding from any payment to any Lender Party, Borrower Company shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which that would have been receivable in the absence of such deduction or withholding. If Borrower Company should make any deduction or withholding as aforesaid, Borrower Company shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding.
(c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes.
(d) Notwithstanding the foregoing provisions of this section, Borrower Company shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to BorrowerCompany) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower Company shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which that such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower Company to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.
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Reimbursable Taxes. Borrower covenants and agrees that:
(a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever Taxes imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters obligation of Credit any Restricted Person under any Loan Document (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes Taxes imposed on or measured by its overall net incomeincome (however denominated), franchise Taxes and franchise taxes branch profits Taxes, in each case,
(A) imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax Tax purposes or maintains any Applicable Lending OfficeOffice or (B) that are Other Connection Taxes, (ii) with respect to each Lender Party, taxes imposed by reason in the case of any present or former connection between such Lender Party and the jurisdiction imposing such taxesLender, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax Tax imposed on any payment amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (A) such Lender acquires such interest in the Loan or Revolving Loan Commitment (other than pursuant to an assignment request by Borrower under Section 3.8(b)) or (B) such Lender Party changes its Applicable Lending Office, except in each case to the extent that, pursuant to this Agreement Section, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or under any Eurodollar Loans or Letters of Credit, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Party immediately before it changed its Applicable Lending Office, (iii) Taxes attributable to such recipient’s failure to comply with requirements to deliver the Prescribed Forms as set forth Section 3.6(d) and (iv) any withholding Taxes imposed under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement FATCA (all such non-excluded taxesTaxes “Excluded Taxes”, levies, costs and charges all other Taxes being collectively called “Reimbursable Taxes”). Such indemnification shall be on an after-tax Tax basis and, except as otherwise provided in Section 3.6(b), paid within 3 10 Business Days after a Lender Party makes demand therefordelivers a certificate demonstrating the amount of such payment or liability.
(b) All payments on account of the principal of, and interest on, each Lender Party’s Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of for any nature Taxes (except to the extent required by reason of any Reimbursable Taxes, all of which will be for the account of Borrowerapplicable Law). In the event of Borrower or the Agent being compelled by Law to make any such deduction or withholding of any Tax from any payment to any Lender PartyParty pursuant to this Agreement, and if the Tax is a Reimbursable Tax, Borrower shall pay on the due date of such payment, by way of additional interest, payment such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party the Agent an official receipt or other official document evidencing payment of such deduction or withholding.
(c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Agent and such Lender Party not less than three Business Days’ notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s obligation to pay all Reimbursable Taxes.
(d) Notwithstanding the foregoing provisions of this sectionSection, Borrower and Agent shall be entitled, to the extent it such party is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes Taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person Person for Federal income tax Tax purposes that delivered to Agent executed originals of IRS Form W-9 certifying that such Lender Party is exempt from United States federal backup withholding Tax or (ii) who is a Foreign Lender and has the Prescribed Forms on file with Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes Taxes is not required as a result of the filing of such Prescribed Forms, ; provided that if Borrower or Agent shall so deduct or withhold any such taxesTaxes, it Borrower or Agent, as applicable, shall provide a statement to Agent (if applicable) and such Lender Party, setting forth the amount of such taxes Taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “Prescribed Forms” means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.rate
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Reimbursable Taxes. Borrower covenants and agrees that:
(a) Borrower will indemnify each Lender Party against and reimburse each Lender Party for all present and future income, stamp and other taxes, levies, costs and charges whatsoever imposed, assessed, levied or collected on or in respect of this Agreement or any Eurodollar Loans or Letters of Credit (whether or not legally or correctly imposed, assessed, levied or collected), excluding, however, (i) taxes imposed on or measured by its overall net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which it is organized or otherwise resides for tax purposes or maintains any Applicable Lending Office, (ii) with respect to each Lender Party, taxes imposed by reason of any present or former connection between such Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction contemplated hereby, and (iii) any United States withholding tax imposed on any payment by Borrower pursuant to this Agreement or under any Eurodollar Loans or Letters of Credit, but not excluding any portion of such tax that exceeds the United States withholding tax which would have been imposed on such a payment to such Lender Party under the laws and treaties in effect when such Lender Party first becomes a party to this Agreement (all such non-excluded taxes, levies, costs and charges being collectively called “"Reimbursable Taxes”"). Such indemnification shall be on an after-tax basis and, except as otherwise provided in Section 3.6(b), paid within 3 Business Days after a Lender Party makes demand therefor.
(b) All payments on account of the principal of, and interest on, each Lender Party’s 's Loans and Note, and all other amounts payable by Borrower to any Lender Party hereunder, shall be made in full without set-off or counterclaim and shall be made free and clear of and without deductions or withholdings of any nature by reason of any Reimbursable Taxes, all of which will be for the account of Borrower. In the event of Borrower being compelled by Law to make any such deduction or withholding from any payment to any Lender Party, Borrower shall pay on the due date of such payment, by way of additional interest, such additional amounts as are needed to cause the amount receivable by such Lender Party after such deduction or withholding to equal the amount which would have been receivable in the absence of such deduction or withholding. If Borrower should make any deduction or withholding as aforesaid, Borrower shall within 60 days thereafter forward to such Lender Party an official receipt or other official document evidencing payment of such deduction or withholding.
(c) If Borrower is ever required to pay any Reimbursable Tax with respect to any Eurodollar Loan, Borrower may elect, by giving to Administrative Agent and such Lender Party not less than three Business Days’ ' notice, to convert all (but not less than all) of any such Eurodollar Loan into a Base Rate Loan, but such election shall not diminish Borrower’s 's obligation to pay all Reimbursable Taxes.
(d) Notwithstanding the foregoing provisions of this section, Borrower shall be entitled, to the extent it is required to do so by Law, to deduct or withhold (and not to make any indemnification or reimbursement for) income or other similar taxes imposed by the United States of America from interest, fees or other amounts payable hereunder for the account of any Lender Party, other than a Lender Party (i) who is a U.S. person for Federal income tax purposes or (ii) who has the Prescribed Forms on file with Administrative Agent (with copies provided to Borrower) for the applicable year to the extent deduction or withholding of such taxes is not required as a result of the filing of such Prescribed Forms, provided that if Borrower shall so deduct or withhold any such taxes, it shall provide a statement to Administrative Agent and such Lender Party, setting forth the amount of such taxes so deducted or withheld, the applicable rate and any other information or documentation which such Lender Party may reasonably request for assisting such Lender Party to obtain any allowable credits or deductions for the taxes so deducted or withheld in the jurisdiction or jurisdictions in which such Lender Party is subject to tax. As used in this section, “"Prescribed Forms” " means such duly executed forms or statements, and in such number of copies, which may, from time to time, be prescribed by Law and which, pursuant to applicable provisions of (x) an income tax treaty between the United States and the country of residence of the Lender Party providing the forms or statements, (y) the Internal Revenue Code, or (z) any applicable rules or regulations thereunder, permit Borrower to make payments hereunder for the account of such Lender Party free of such deduction or withholding of income or similar taxes.
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