Common use of TAXATION ON PAYMENTS Clause in Contracts

TAXATION ON PAYMENTS. (1) The Guarantor hereby agrees that all payments to be made by the Guarantor under or in connection with this Guarantee shall be made without deduction or withholding for or on account of any taxes. If any tax is required to be deducted or withheld from any payment, the Guarantor's Liabilities shall be increased to the extent necessary to remit to each affected Bank the amount which would otherwise be payable, if not for the payment of such tax. From time to time at the request of the Agent on behalf of each such affected Bank, the Guarantor shall execute and deliver any and all further instruments necessary or advisable to give full force and effect to such increase in the amount of the Guarantor's Liabilities resulting from the payment of such tax. The Guarantor shall also indemnify each such affected Bank in respect of the delay or failure of the Guarantor to make any such payment, including penalties relating thereto or interest thereon. (2) If the Guarantor pays any additional amount under Section 7.2(1) (a "Tax Payment") and the Agent or any Bank effectively obtains a refund or credit against tax by reason of the Tax Payment (a "Tax Credit") and the Agent or such Bank identifies the Tax Credit as being attributable to the Tax Payment, then the Agent or such Bank after actual receipt of such Tax Credit shall promptly reimburse the Guarantor for such amount as the Agent or such Bank shall in good faith determine in its sole discretion to be the proportion of the Tax Credit that will leave the Agent or such Bank (after that reimbursement) in no better or worse position than it would have been in if the Tax Payment had not been required; provided, however, that neither the Agent nor any Bank will be required to make any reimbursement or part thereof hereunder to the extent it reasonably believes the making of such reimbursement or part thereof would cause it to lose the benefit of the Tax Credit. The Agent and each Bank shall have absolute discretion as to whether to claim any Tax Credit, and if it does so claim, the extent, order and manner in which it does so and the manner in which it allocates Tax Credits to its various assets. Neither the Agent nor any Bank shall be obliged to disclose information regarding its tax affairs or computations to the Guarantor. (3) The Agent and the Banks agree to co-operate with the Guarantor in completing and delivering or filing tax-related forms which would reduce or eliminate any amount of the nature referred to in Section 7.2(1) required to be deducted or withheld on account of any payments made by the Guarantor under this Guarantee; provided, however, that neither the Agent nor any Bank shall be under any obligation to execute and deliver any such form if, in the opinion of the Agent or such Bank, completion of any such form could result in an adverse consequence with respect to the business or tax position of the Agent or such Bank.

TAXATION ON PAYMENTS. (1) The Guarantor hereby agrees agrees: (a) that any and all payments to be made by the Guarantor under or in connection with pursuant to this Guarantee shall be made free and clear of, and without deduction for, any and all present or future taxes, levies, imposts, deductions, charges, fees, duties or withholding for or on account other charges of any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of any action taken by the Guarantor, including the making of any payment under or pursuant to this Guarantee, excluding, in the case of the Agent, the Lenders or any of them, taxes imposed on their net income or capital taxes or receipts and franchise taxes (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as “Taxes”). If the Guarantor shall be required by Law to deduct any tax is required Taxes from or in respect of any sum payable to be deducted the Agent or withheld from any paymentLender hereunder, the Guarantor's Liabilities sum payable to the Agent or such Lender shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 5) the Agent or such Lender receives an amount equal to the extent necessary sum it would have received had no such deductions been made; (b) to indemnify the Agent, on its own behalf and as agent for the Lenders, and the Lenders, for the full amount of Taxes and for any incremental Taxes due to the Guarantor’s failure to remit to each affected Bank the amount Agent or any Lender the required receipts or other required documentary evidence or due to the Guarantor’s failure to pay any Taxes when due to the appropriate taxing authority (including any Taxes imposed by any taxing authority on amounts payable under this Section 5) paid by the Agent, the Lenders or any of them, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally assessed. The Agent or any Lender which would otherwise be payable, if not for pays any Taxes shall promptly notify the Guarantor of the payment of such tax. From time Taxes and, if such payment was made pursuant to time an incorrect or illegal assessment, shall reasonably cooperate with the Guarantor, at the request of the Agent on behalf of each such affected Bank, the Guarantor shall execute and deliver any and all further instruments necessary or advisable to give full force and effect to such increase in the amount expense of the Guarantor's Liabilities resulting , in any dispute of such assessment. Payment pursuant to this indemnification shall be made within 14 days from the payment of such tax. The Guarantor shall also indemnify each such affected Bank in respect of the delay or failure of the Guarantor to make any such payment, including penalties relating thereto or interest thereon. (2) If the Guarantor pays any additional amount under Section 7.2(1) (a "Tax Payment") and date the Agent or any Bank effectively obtains a refund or credit against tax by reason Lender makes written demand therefor; and (c) that without prejudice to the survival of any other agreement of the Tax Payment (a "Tax Credit") Guarantor hereunder, the agreements and obligations of the Guarantor contained in this Section 5 shall survive the repayment of the Guarantor’s Liabilities and the Agent or such Bank identifies the Tax Credit as being attributable to the Tax Payment, then the Agent or such Bank after actual receipt termination of such Tax Credit shall promptly reimburse the Guarantor for such amount as the Agent or such Bank shall in good faith determine in its sole discretion to be the proportion of the Tax Credit that will leave the Agent or such Bank (after that reimbursement) in no better or worse position than it would have been in if the Tax Payment had not been required; provided, however, that neither the Agent nor any Bank will be required to make any reimbursement or part thereof hereunder to the extent it reasonably believes the making of such reimbursement or part thereof would cause it to lose the benefit of the Tax Credit. The Agent and each Bank shall have absolute discretion as to whether to claim any Tax Credit, and if it does so claim, the extent, order and manner in which it does so and the manner in which it allocates Tax Credits to its various assets. Neither the Agent nor any Bank shall be obliged to disclose information regarding its tax affairs or computations to the Guarantor. (3) The Agent and the Banks agree to co-operate with the Guarantor in completing and delivering or filing tax-related forms which would reduce or eliminate any amount of the nature referred to in Section 7.2(1) required to be deducted or withheld on account of any payments made by the Guarantor under this Guarantee; provided, however, that neither the Agent nor any Bank shall be under any obligation to execute and deliver any such form if, in the opinion of the Agent or such Bank, completion of any such form could result in an adverse consequence with respect to the business or tax position of the Agent or such Bank.

TAXATION ON PAYMENTS. The Borrower hereby agrees: (1a) The Guarantor hereby agrees that any and all payments to be made by the Guarantor Borrower under or in connection with this Guarantee pursuant to any of the Loan Documents shall be made without set-off or counterclaim and free and clear of, and without deduction for, any and all present or future Taxes, levies, imposts, deductions, charges, fees, duties or withholding for or on account other charges of any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of any action taken by the Borrower, including the making of any payment under or pursuant to any of the Loan Documents, excluding, in the case of the Agent, or any Bank, taxes imposed on its income or capital taxes or receipts and franchise taxes. If any tax is required to be deducted or withheld from any payment, the Guarantor's Liabilities Borrower shall be increased required by Law to the extent necessary to remit to each affected Bank the amount which would otherwise be payable, if not for the payment of such tax. From time to time at the request of the Agent on behalf of each such affected Bank, the Guarantor shall execute and deliver deduct any and all further instruments necessary Taxes from or advisable to give full force and effect to such increase in the amount of the Guarantor's Liabilities resulting from the payment of such tax. The Guarantor shall also indemnify each such affected Bank in respect of the delay or failure of the Guarantor any sum payable to make any such payment, including penalties relating thereto or interest thereon. (2) If the Guarantor pays any additional amount under Section 7.2(1) (a "Tax Payment") and the Agent or any Bank effectively obtains a refund hereunder or credit against tax by reason pursuant to any of the Loan Documents, the sum payable to the Agent or such Bank, as the case may be, shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3) the Agent or such Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made. If a Tax Payment (a "Tax Credit") and credit is received by the Agent or such Bank identifies for any Taxes deducted or withheld by the Tax Credit as being attributable Borrower in accordance with this Section 10.3(a) and in respect of which additional amounts have been paid by the Borrower under this Section 10.3(a), then, to the extent such Tax Payment, then credit is reasonably identified by the Agent or such Bank after actual receipt of as being related to the additional amounts paid by the Borrower under this Section 10.3(a) and has been received and utilized by the Agent or such Tax Credit shall promptly reimburse the Guarantor for such amount as Bank, the Agent or such Bank shall in good faith determine in its sole discretion pay to be the proportion of Borrower an amount equal to such Tax credit; provided that such amount shall not exceed the Tax Credit that will leave additional amounts paid by the Borrower to the Agent or such Bank under this Section 10.3(a); and (after that reimbursementb) in no better or worse position than it would have been in if to indemnify and hold harmless the Tax Payment had not been required; provided, however, that neither the Agent nor any Bank will be required to make any reimbursement or part thereof hereunder to the extent it reasonably believes the making of such reimbursement or part thereof would cause it to lose the benefit of the Tax Credit. The Agent and each Bank shall have absolute discretion as to whether to claim for the full amount of Taxes (excluding, in the case of the Agent, or any Tax CreditBank, taxes imposed on its income or capital taxes or receipts and if it does so claim, the extent, order franchise taxes) and manner in which it does so and the manner in which it allocates Tax Credits to its various assets. Neither the Agent nor for any Bank shall be obliged to disclose information regarding its tax affairs or computations incremental Taxes due to the Guarantor. (3) The Borrower's failure to remit to the Agent and the Banks agree the required receipts or other required documentary evidence of payment of such Taxes or due to the Borrower's failure to pay any Taxes (excluding, in the case of the Agent, or any Bank, taxes imposed on its income or capital taxes or receipts and franchise taxes) when due to the appropriate taxing authority (including any Taxes imposed by any taxing authority on amounts payable under this Section 10.3) paid by the Agent or any Bank and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally assessed. The Agent or any Bank shall promptly notify the Borrower of such payment and, if such payment was made pursuant to an incorrect or illegal assessment, shall reasonably co-operate with the Guarantor in completing and delivering or filing tax-related forms which would reduce or eliminate any amount Borrower, at the expense of the nature referred to Borrower, in any dispute of such assessment. The Agent or any Bank claiming compensation under this Section 7.2(1) required 10.3 shall provide the Borrower with a written certificate setting forth the additional amount or amounts to be deducted or withheld on account of any payments made by the Guarantor under this Guarantee; provided, however, that neither the Agent nor any Bank paid to it hereunder and calculations therefor in reasonable detail. Such certificate shall be under any obligation presumptively correct absent manifest error. Payment pursuant to execute and deliver any such form if, in this indemnification shall be made within thirty (30) days from the opinion of date the Agent or such BankBank makes written demand therefor or if earlier, completion of any such form could result in an adverse consequence with respect to on the business or tax position of the Agent or such BankMaturity Date.

TAXATION ON PAYMENTS. The Borrower hereby agrees: (1a) The Guarantor hereby agrees that any and all payments to be made by the Guarantor Borrower under or in connection with this Guarantee pursuant to any of the Loan Documents shall be made without set-off or counterclaim and free and clear of, and without deduction for, any and all present or future Taxes, levies, imposts, deductions, charges, fees, duties or withholding for or on account other charges of any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of any action taken by the Borrower, including the making of any payment under or pursuant to any of the Loan Documents, excluding, in the case of the Agent, or any Bank, taxes imposed on its income or capital taxes or receipts and franchise taxes. If any tax is required to be deducted or withheld from any payment, the Guarantor's Liabilities Borrower 74 shall be increased required by Law to the extent necessary to remit to each affected Bank the amount which would otherwise be payable, if not for the payment of such tax. From time to time at the request of the Agent on behalf of each such affected Bank, the Guarantor shall execute and deliver deduct any and all further instruments necessary Taxes from or advisable to give full force and effect to such increase in the amount of the Guarantor's Liabilities resulting from the payment of such tax. The Guarantor shall also indemnify each such affected Bank in respect of the delay or failure of the Guarantor any sum payable to make any such payment, including penalties relating thereto or interest thereon. (2) If the Guarantor pays any additional amount under Section 7.2(1) (a "Tax Payment") and the Agent or any Bank effectively obtains a refund hereunder or credit against tax by reason pursuant to any of the Loan Documents, the sum payable to the Agent or such Bank, as the case may be, shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section 10.3) the Agent or such Bank, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made. If a Tax Payment (a "Tax Credit") and credit is received by the Agent or such Bank identifies for any Taxes deducted or withheld by the Tax Credit as being attributable Borrower in accordance with this Section 10.3(a) and in respect of which additional amounts have been paid by the Borrower under this Section 10.3(a), then, to the extent such Tax Payment, then credit is reasonably identified by the Agent or such Bank after actual receipt of as being related to the additional amounts paid by the Borrower under this Section 10.3(a) and has been received and utilized by the Agent or such Tax Credit shall promptly reimburse the Guarantor for such amount as Bank, the Agent or such Bank shall in good faith determine in its sole discretion pay to be the proportion of Borrower an amount equal to such Tax credit; provided that such amount shall not exceed the Tax Credit that will leave additional amounts paid by the Borrower to the Agent or such Bank under this Section 10.3(a); and (after that reimbursementb) in no better or worse position than it would have been in if to indemnify and hold harmless the Tax Payment had not been required; provided, however, that neither the Agent nor any Bank will be required to make any reimbursement or part thereof hereunder to the extent it reasonably believes the making of such reimbursement or part thereof would cause it to lose the benefit of the Tax Credit. The Agent and each Bank shall have absolute discretion as to whether to claim for the full amount of Taxes (excluding, in the case of the Agent, or any Tax CreditBank, taxes imposed on its income or capital taxes or receipts and if it does so claim, the extent, order franchise taxes) and manner in which it does so and the manner in which it allocates Tax Credits to its various assets. Neither the Agent nor for any Bank shall be obliged to disclose information regarding its tax affairs or computations incremental Taxes due to the Guarantor. (3) The Borrower's failure to remit to the Agent and the Banks agree the required receipts or other required documentary evidence of payment of such Taxes or due to the Borrower's failure to pay any Taxes (excluding, in the case of the Agent, or any Bank, taxes imposed on its income or capital taxes or receipts and franchise taxes) when due to the appropriate taxing authority (including any Taxes imposed by any taxing authority on amounts payable under this Section 10.3) paid by the Agent or any Bank and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally assessed. The Agent or any Bank shall promptly notify the Borrower of such payment and, if such payment was made pursuant to an incorrect or illegal assessment, shall reasonably co-operate with the Guarantor in completing and delivering or filing tax-related forms which would reduce or eliminate any amount Borrower, at the expense of the nature referred to Borrower, in any dispute of such assessment. The Agent or any Bank claiming compensation under this Section 7.2(1) required 10.3 shall provide the Borrower with a written certificate setting forth the additional amount or amounts to be deducted or withheld on account of any payments made by the Guarantor under this Guarantee; provided, however, that neither the Agent nor any Bank paid to it hereunder and calculations therefor in reasonable detail. Such certificate shall be under any obligation presumptively correct absent manifest error. Payment pursuant to execute and deliver any such form if, in this indemnification shall be made within thirty (30) days from the opinion of date the Agent or such BankBank makes written demand therefor or if earlier, completion of any such form could result in an adverse consequence with respect to on the business or tax position of the Agent or such BankMaturity Date.

TAXATION ON PAYMENTS. Each Borrower hereby agrees: (1a) The Guarantor hereby agrees that any and all payments to be made by the Guarantor such Borrower under or in connection with this Guarantee pursuant to any of the Credit Documents shall be made free and clear of, and without deduction or withholding for or on account of any taxes. If any tax is required to be deducted or withheld from any paymentfor, the Guarantor's Liabilities shall be increased to the extent necessary to remit to each affected Bank the amount which would otherwise be payable, if not for the payment of such tax. From time to time at the request of the Agent on behalf of each such affected Bank, the Guarantor shall execute and deliver any and all further instruments necessary present or advisable future taxes, levies, imposts, deductions, charges, fees, duties or withholding or other charges of any nature imposed by any taxing authority, and all liabilities with respect thereto, imposed by any jurisdiction as a consequence or result of any action taken by such Borrower, including the making of any payment under or pursuant to give full force and effect to such increase any of the Credit Documents, excluding, in the amount case of the Guarantor's Liabilities resulting from the payment of such tax. The Guarantor shall also indemnify each such affected Bank in respect of the delay or failure of the Guarantor to make any such payment, including penalties relating thereto or interest thereon. (2) If the Guarantor pays any additional amount under Section 7.2(1) (a "Tax Payment") and the Agent or any Bank effectively obtains Lender, taxes imposed on its income or capital taxes or receipts and franchise taxes (all such non-excluded taxes, levies, imposts, deductions, charges, fees, duties, withholdings and liabilities being hereinafter referred to as “Taxes”). If a refund Borrower shall be required by Law to deduct any Taxes from or credit against tax by reason in respect of any sum payable to the Agent or any Lender hereunder or pursuant to any of the Tax Payment other Credit Documents, the sum payable to the Agent or Lender, as the case may be, shall be increased as may be necessary so that after making all required deductions (a "Tax Credit"including deductions applicable to additional sums payable under this Section 10.12) and the Agent or such Bank identifies Lender, as the Tax Credit as being attributable case may be, receives an amount equal to the Tax Paymentsum it would have received had no such deductions been made; (b) to indemnify and hold harmless the Agent and each Lender for the full amount of Taxes and for any incremental Taxes due to such Borrower’s failure to remit to the Agent and the Lenders the required receipts or other required documentary evidence or due to such Borrower’s failure to pay any Taxes when due to the appropriate taxing authority (including any Taxes imposed by any taxing authority on amounts payable under this Section 10.12) paid by the Agent or any Lender, then as the case may be, and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally assessed. The Agent or any Lender who pays any Taxes shall promptly notify such Borrower of such payment and, if such payment was made pursuant to an incorrect or illegal assessment, shall reasonably cooperate with such Borrower, at the expense of such Borrower, in any dispute of such assessment. Payment pursuant to this indemnification shall be made within 14 days from the date the Agent or such Bank after actual receipt Lender, as the case may be, makes written demand therefor; and (c) that without prejudice to the survival of any other agreement of such Tax Credit Borrower hereunder, the agreements and obligations of such Borrower contained in this Section shall promptly reimburse survive the Guarantor for such amount as the Agent or such Bank shall in good faith determine in its sole discretion to be the proportion repayment of the Tax Credit that will leave the Agent or such Bank (after that reimbursement) in no better or worse position than it would have been in if the Tax Payment had not been required; provided, however, that neither the Agent nor any Bank will be required to make any reimbursement or part thereof Outstandings hereunder to the extent it reasonably believes the making of such reimbursement or part thereof would cause it to lose the benefit of the Tax Credit. The Agent and each Bank shall have absolute discretion as to whether to claim any Tax Credit, and if it does so claim, the extent, order and manner in which it does so and the manner in which it allocates Tax Credits to its various assets. Neither the Agent nor any Bank shall be obliged to disclose information regarding its tax affairs or computations to the Guarantortermination of this Agreement. (3) The Agent and the Banks agree to co-operate with the Guarantor in completing and delivering or filing tax-related forms which would reduce or eliminate any amount of the nature referred to in Section 7.2(1) required to be deducted or withheld on account of any payments made by the Guarantor under this Guarantee; provided, however, that neither the Agent nor any Bank shall be under any obligation to execute and deliver any such form if, in the opinion of the Agent or such Bank, completion of any such form could result in an adverse consequence with respect to the business or tax position of the Agent or such Bank.