Common use of Tax Gross Up and Indemnity Clause in Contracts

Tax Gross Up and Indemnity. (a) All payments to be made by the Company to the Debenture Trustee under the Transaction Documents (including any fees payable) shall be made free and clear of and without any Tax Deduction unless the Company is required to make a Tax Deduction under any Applicable Law. (b) The Company shall promptly upon becoming aware that there is any change in the rate or the basis of a Tax Deduction notify the Debenture Trustee accordingly. Similarly, the Debenture Trustee shall notify the Company on becoming so aware in respect of a payment payable to the Debenture Trustee. (c) If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required under Applicable Law. (d) Within the time permitted under Applicable Law of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall, if requested by the Debenture Trustee, deliver to the Debenture Trustee evidence reasonably satisfactory to the Debenture Trustee that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax authority. (e) Without prejudice to the provisions hereof, if the Debenture Holder(s) or the Debenture Trustee are required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference to the net income paid to and received by any of them) or otherwise on or in relation to any sum received or receivable hereunder by the Debenture Holder(s) or the Debenture Trustee or any liability in respect of any such payment is asserted, imposed, levied or assessed against the Debenture Trustee / Debenture Holder(s), the Company shall, upon demand, promptly indemnify and pay to the Debenture Trustee / Debenture Holder(s) against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith.

Tax Gross Up and Indemnity. (a) 12.1 All payments to be made by the Company Borrower to the Debenture Trustee any Finance Party under the Transaction Documents (including any fees payable) Finance Document shall be made free and clear of and without any Tax Deduction unless the Company Borrower is required to make such a payment subject to the deduction or withholding of any Tax, in which case the sum payable by the Borrower (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that the relevant Finance Party receives a sum net of any deduction or withholding equal to the sum which it would have received had no such deduction or withholding been made or required to be made. 12.2 A payment shall not be increased if on the date on which the payment falls due, the payment could have been made to a Finance Party without a Tax Deduction if either (i) that Finance Party had complied with its obligations at Clause 12.3 or Clause 30.1(a) (Mitigation) or (ii) the Facility Office of that Finance Party was in Qatar. 12.3 If the Borrower is required to make a Tax FATCA Deduction: (a) the Borrower must make the FATCA Deduction under and any Applicable Law.payment required in connection with that FATCA Deduction within the time allowed and in the minimum amount required by FATCA; (b) The Company shall the amount of the payment due from the Borrower will be increased to an amount which (after making any FATCA Deduction) leaves an amount equal to the payment which would have been due if no FATCA Deduction had been required; (c) the Borrower must, promptly upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of a FATCA Deduction), notify the Facility Agent accordingly; and (d) within 30 days of making that FATCA Deduction or any payment required in connection with that FATCA Deduction, the Borrower must deliver to the Facility Agent evidence reasonably satisfactory to the Facility Agent that the FATCA Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant governmental or taxation authority. 12.4 Clause 12.3 shall only apply if and to the extent the Borrower becomes a FATCA FFI or a US Tax Obligor. 12.5 Each Finance Party and the Borrower shall co-operate in completing any procedural formalities necessary for the Borrower to obtain authorisation to make the payment without a Tax Deduction. 12.6 Each Finance Party shall notify the Facility Agent (and the Facility Agent shall so notify the Borrower) promptly upon that Finance Party becoming aware of any Tax Deduction or FATCA Deduction being required or that there is any change in the rate or the basis of a Tax Deduction notify the Debenture Trustee accordingly. Similarly, the Debenture Trustee shall notify the Company on becoming so aware or FATCA Deduction in respect of a payment payable to the Debenture Trusteeit or by it. 12.7 The Borrower shall (cwithin three (3) If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required under Applicable Law. (d) Within the time permitted under Applicable Law Business Days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall, if requested demand by the Debenture Trustee, deliver Facility Agent) pay to a Lender an amount equal to the Debenture Trustee evidence reasonably satisfactory to the Debenture Trustee loss, liability or cost which that the Tax Deduction Lender determines will be or has been made (directly or (as applicableindirectly) any appropriate payment paid to the relevant Tax authority. (e) Without prejudice to the provisions hereof, if the Debenture Holder(s) suffered for or the Debenture Trustee are required to make any payment on account of Taxes Tax by that Lender in respect of a Finance Document. 12.8 Clause 12.7 shall not apply: (not being Taxes a) with respect to any Tax assessed on a Lender: (i) under the law of the jurisdiction in which that Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Lender is treated as resident for tax purposes; or (ii) under the law of the jurisdiction in which that Lender’s facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income paid to and received by any of them) or otherwise on or in relation to any sum received or receivable hereunder (but not any sum deemed to be received or receivable) by that Lender; or (b) to the Debenture Holder(sextent a loss, liability or cost: (i) is compensated for by an increased payment under Clauses 12.1 to 12.6 (inclusive) or Clause 13.1(b) (FATCA Deduction by a Finance Party); (ii) would have been compensated for by an increased payment under Clauses 12.1 to 12.6 (inclusive) but was not so compensated solely because one of the Debenture Trustee exclusions in Clause 12.2 applied; or (iii) is compensated for by a payment under Clause 13.1(d) (FATCA Deduction by a Finance Party) (or would have been compensated for by a payment under Clause 13.1(d) (FATCA Deduction by a Finance Party) but was not so compensated because of the exclusion in Clause 13.1(e)) (FATCA Deduction by a Finance Party). 12.9 If the Borrower makes a payment pursuant to either Clause 12.1 or Clause 12.7 (for the purposes of this Clause 12.9 a Tax Payment) and the relevant Finance Party obtains a credit against, relief or remission for, or repayment of, any liability in respect of any Tax attributable to the payment or deduction or withholding to which such payment is asserted, imposed, levied or assessed against the Debenture Trustee / Debenture Holder(s)Tax Payment relates, the Company shall, upon demand, promptly indemnify and Finance Party shall pay an amount to the Debenture Trustee / Debenture Holder(sBorrower which that Finance Party reasonably determines will leave it (after that payment) against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewiththe same after-Tax position as it would have been in had the Borrower not made the applicable Tax Payment.

Tax Gross Up and Indemnity. (a) All payments to be made by the Company to the Debenture Trustee any Borrower or any other Obligor under the Transaction Documents (including this Agreement or any fees payable) other Loan Document shall be made free and clear of and without deduction or withholding for any Tax Deduction and all Taxes unless required by law, rule, regulation or the Company is interpretation of such law, rule or regulation, by the relevant governmental authority. If any Obligor shall be so required to deduct or withhold any such Taxes from or in respect of any amount payable to Lender under this Agreement or any other Loan Document: (i) the amount payable shall be increased by such additional amount as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this Section 5.6), Lender receives a net amount equal to the full amount it would have received if no deduction or withholding had been made; (ii) the applicable Obligor shall make such required deductions or withholdings; (iii) the applicable Obligor shall pay the full amount deducted or withheld to the relevant taxation or other governmental authority in accordance with and within the time required by applicable law; and (iv) such Obligor shall deliver to Lender as soon as practicable after it has made such payment to the applicable authority (x) a Tax Deduction copy of such receipt as issued by such authority evidencing the remittance of all amounts required to be deducted or withheld from the sum payable under any Applicable Lawthis Agreement or the relevant Loan Document, or (y) if such a receipt is not available from such authority, notice of the payment of such amount deducted or withheld. (b) The Company shall promptly upon becoming aware that there is any change in the rate or the basis of a Tax Deduction notify the Debenture Trustee accordingly. Similarly, the Debenture Trustee shall notify the Company on becoming so aware in respect of a payment payable to the Debenture Trustee. (c) If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required under Applicable Law. (d) Within the time permitted under Applicable Law of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall, if requested by the Debenture Trustee, deliver to the Debenture Trustee evidence reasonably satisfactory to the Debenture Trustee that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax authority. (e) Without prejudice to the provisions hereofSection 5.6(a), if the Debenture Holder(sLender is required at any time (whether before or after any Obligor has discharged all of its other obligations under this Agreement or any other Loan Document) or the Debenture Trustee are required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference any Tax which an Obligor is required to the net income paid to and received by any of themwithhold in accordance with Section 5.6(a) or for which an Obligor is otherwise on required to indemnify Lender or in relation to any sum received or receivable hereunder by the Debenture Holder(s) or the Debenture Trustee or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Debenture Trustee / Debenture Holder(s)Lender, the Company Borrowers shall, upon demandwithin 30 days of written demand of Lender, promptly indemnify and pay to the Debenture Trustee / Debenture Holder(s) Lender against such payment or liability, together with any interest, penalties, costs penalties and expenses payable or incurred in connection therewithwith such payment or liability, including, without limitation, any Tax imposed by any jurisdiction on or in relation to any amounts paid to or for the account of Lender pursuant to this Section 5.6. Lender shall notify Borrowers of the event in respect of which it believes it is entitled to make such claim and supply reasonable supporting evidence including a copy of the relevant portion of any written assessment, provided, however, that Lender shall not be required to disclose any information required to be kept confidential by regulation or contract (in which case the basis of such confidentiality, at the request and expense of Borrowers, shall be supported by an opinion of counsel of reputable standing). (c) If any Obligor fails to pay any Taxes required to be paid pursuant to this Section 5.6 when due to the appropriate governmental authority or fails to remit to Lender or for its own account, the required receipts or other documentary evidence required by this Section 5.6, Borrowers shall indemnify Lender, as applicable, for any incremental Taxes, interest that may become payable by Lender as a result of any such failure. (d) Each Borrower will indemnify Lender for the full amount of Taxes imposed by any jurisdiction and paid by Lender with respect to any amounts payable pursuant to this Section 5.6, and any liability arising from or with respect to such Taxes, whether or not such Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date Lender makes written demand, which demand shall identify the nature and amount of Taxes for which indemnification is being sought and shall include a copy of the relevant portion of any written assessment from the relevant taxing authority demanding payment of such Taxes. (e) The agreements and obligations contained in this Section 5.6 shall survive the payment in full of principal, interest, fees and any other amounts payable under this Agreement or the other relevant Loan Documents and the termination of this Agreement and the other relevant Loan Documents.

Tax Gross Up and Indemnity. (a) All payments to be made by the Company to the Debenture Trustee under the Transaction Documents (including any fees payable) shall be made free and clear of and without any Tax Deduction unless the Company is required to make a Tax Deduction under any Applicable Law. (b) The Company shall promptly upon becoming aware that there is any change in the rate or the basis of a Tax Deduction notify the Debenture Trustee accordingly. Similarly, the Debenture Trustee shall notify the Company on becoming so aware in respect of a payment payable to the Debenture Trustee.the (c) If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required under Applicable Law. (d) Within the time permitted under Applicable Law of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall, if requested by the Debenture Trustee, deliver to the Debenture Trustee evidence reasonably satisfactory to the Debenture Trustee that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax authority. (e) Without prejudice to the provisions hereof, if the Debenture Holder(s) or the Debenture Trustee are required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference to the net income paid to and received by any of them) or otherwise on or in relation to any sum received or receivable hereunder by the Debenture Holder(s) or the Debenture Trustee or any liability in respect of any such payment is asserted, imposed, levied or assessed against the Debenture Trustee / Debenture Holder(s), the Company shall, upon demand, promptly indemnify and pay to the Debenture Trustee / Debenture Holder(s) against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith. (f) The Debenture Trustee shall be indemnified by the Company against all costs, charges and expenses incurred for or in relation to any such application or proceeding.

Tax Gross Up and Indemnity. (a) All payments to be made by the Company to the Debenture Trustee any Borrower or any other Obligor under the Transaction Documents (including this Agreement or any fees payable) other Term Loan Document shall be made free and clear of and without deduction or withholding for any Tax Deduction and all Taxes unless required by law, rule, regulation or the Company is interpretation of such law, rule or regulation, by the relevant governmental authority. If any Obligor shall be so required to deduct or withhold any such Taxes from or in respect of any amount payable to Lender under this Agreement or any other Term Loan Document: (i) the amount payable shall be increased by such additional amount as may be necessary so that after making all required deductions or withholdings (including deductions or withholdings applicable to additional amounts paid under this Section 5.2), Lender receives a net amount equal to the full amount it would have received if no deduction or withholding had been made; (ii) the applicable Obligor shall make such required deductions or withholdings; (iii) the applicable Obligor shall pay the full amount deducted or withheld to the relevant taxation or other governmental authority in accordance with and within the time required by applicable law; and (iv) such Obligor shall deliver to Lender as soon as practicable after it has made such payment to the applicable authority (x) a Tax Deduction copy of such receipt as issued by such authority evidencing the remittance of all amounts required to be deducted or withheld from the sum payable under any Applicable Lawthis Agreement or the relevant Term Loan Document, or (y) if such a receipt is not available from such authority, notice of the payment of such amount deducted or withheld. (b) The Company shall promptly upon becoming aware that there is any change in the rate or the basis of a Tax Deduction notify the Debenture Trustee accordingly. Similarly, the Debenture Trustee shall notify the Company on becoming so aware in respect of a payment payable to the Debenture Trustee. (c) If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required under Applicable Law. (d) Within the time permitted under Applicable Law of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall, if requested by the Debenture Trustee, deliver to the Debenture Trustee evidence reasonably satisfactory to the Debenture Trustee that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax authority. (e) Without prejudice to the provisions hereofSection 5.2(a), if the Debenture Holder(sLender is required at any time (whether before or after any Obligor has discharged all of its other obligations under this Agreement or any other Term Loan Document) or the Debenture Trustee are required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference any Tax which an Obligor is required to the net income paid to and received by any of themwithhold in accordance with Section 5.2(a) or for which an Obligor is otherwise on required to indemnify Lender or in relation to any sum received or receivable hereunder by the Debenture Holder(s) or the Debenture Trustee or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Debenture Trustee / Debenture Holder(s)Lender, the Company Borrowers shall, upon demandwithin 30 days of written demand of Lender, promptly indemnify and pay to the Debenture Trustee / Debenture Holder(s) Lender against such payment or liability, together with any interest, penalties, costs penalties and expenses payable or incurred in connection therewithwith such payment or liability, including, without limitation, any Tax imposed by any jurisdiction on or in relation to any amounts paid to or for the account of Lender pursuant to this Section 5.2. Lender shall notify Borrowers of the event in respect of which it believes it is entitled to make such claim and supply reasonable supporting evidence including a copy of the relevant portion of any written assessment, provided, however, that Lender shall not be required to disclose any information required to be kept confidential by regulation or contract (in which case the basis of such confidentiality, at the request and expense of Borrowers, shall be supported by an opinion of counsel of reputable standing). (c) If any Obligor fails to pay any Taxes required to be paid pursuant to this Section 5.2 when due to the appropriate governmental authority or fails to remit to Lender or for its own account, the required receipts or other documentary evidence required by this Section 5.2, Obligors shall indemnify Lender, as applicable, for any incremental Taxes, interest that may become payable by Lender as a result of any such failure. (d) Each Obligor will indemnify Lender for the full amount of Taxes imposed by any jurisdiction and paid by Lender with respect to any amounts payable pursuant to this Section 5.2, and any liability arising from or with respect to such Taxes, whether or not such Taxes were correctly or legally asserted. This indemnification shall be made within 30 days from the date Lender makes written demand, which demand shall identify the nature and amount of Taxes for which indemnification is being sought and shall include a copy of the relevant portion of any written assessment from the relevant taxing authority demanding payment of such Taxes. (e) The Borrowers and the Lender intend and agree that the Term Loan shall be treated as indebtedness for income tax purposes. Having considered all facts relevant to a determination of the value of the Term Loan and the Warrants, the Borrowers and the Lender have concluded and do hereby agree that, within the meaning of Section 1273 of the Internal Revenue Code, the issue price for the Term Loan is as set forth on Schedule 5.2(e) attached hereto, and the difference between such issue price and the face value of the Term Loan shall be allocated to the purchase of the Warrants. The parties hereto recognize that this Agreement creates original issue discount as set forth on Schedule 5.2(e) to be taken into account by Lender and Borrowers for United States federal income tax purposes on the Term Loan, and they agree to adhere to this Agreement for such purposes and not to take any action inconsistent herewith. (f) The agreements and obligations contained in this Section 5.2 shall survive the payment in full of the Term Loan, all principal, interest, fees and any other amounts payable under this Agreement or the other relevant Term Loan Documents.

Tax Gross Up and Indemnity. (a) All payments to be made by the Company to the Debenture Trustee under the Transaction Documents (including any fees payable) shall be made free and clear of and without any Tax Deduction unless the Company is required to make a Tax Deduction under any Applicable Law. (b) The Company shall promptly upon becoming aware that there is any change in the rate or the basis of a Tax Deduction notify the Debenture Trustee accordingly. Similarly, the Debenture Trustee shall notify the Company on becoming so aware in respect of a payment payable to the Debenture Trustee. (c) If the Company is required to make a Tax Deduction, the Company shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required under Applicable Law. (d) Within the time permitted under Applicable Law of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Company shall, if requested by the Debenture Trustee, deliver to the Debenture Trustee evidence reasonably satisfactory to the Debenture Trustee that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant Tax authority. (e) Without prejudice to the provisions hereof, if the Debenture Holder(s) or the Debenture Trustee are required to make any payment on account of Taxes (not being Taxes imposed on or calculated by reference to the net income paid to and received by any of them) or otherwise on or in relation to any sum received or receivable hereunder by the Debenture Holder(s) or the Debenture Trustee or any liability in respect of any such payment is asserted, imposed, levied or assessed against the Debenture Trustee / Debenture Holder(s), the Company shall, upon demand, promptly indemnify and pay to the Debenture Trustee / Debenture Holder(s) against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith.