Common use of Taxes; Additional Costs Clause in Contracts

Taxes; Additional Costs. (i) All payments of principal and interest on the Obligations and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Agent’s or any Lender’s net income by the jurisdictions under which Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Agent or such Lender first made written demand therefor.

Taxes; Additional Costs. (i) All payments of principal and interest on the Obligations and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Agent’s 's or any Lender’s 's net income by the jurisdictions under which Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “"Taxes”"). If any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Agent or such Lender first made written demand therefor.

Taxes; Additional Costs. (i) All payments of principal and interest on the Obligations and all other amounts payable by Borrower hereunder shall be made free and clear of and without withholding or deduction for any present or future incomeTaxes, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed except as required by any taxing authority, excluding taxes imposed on or measured by Agent’s or any Lender’s net income by the jurisdictions under which Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”)applicable Law. If any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower willthen: (i) Borrower shall make such withholding or deduction and shall pay directly to the relevant taxing authority the full amount required to be so withheld or deducted; (ii) Borrower will promptly forward to Agent an official receipt receipt, if any, or other documentation satisfactory to Agent evidencing such any payment of Indemnified Taxes to such taxing authority; and (iii) pay if any such withheld or deducted Tax is an Indemnified Tax, the sum payable by Borrower shall be increased as necessary so that after making all required withholdings and deductions for such Indemnified Tax (including withholdings and deductions applicable to Agent for additional sums payable under this Section 2.6(h)(i)) the account of Agent and Lenders such additional applicable Recipient shall receive an amount or amounts as is necessary equal to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender sum it would have received had no such withholding withholdings or deduction deductions been requiredmade. If any Indemnified Taxes are directly asserted against Agent or any Lender with respect to any payment received made by Agent or such Lender Borrower hereunder, Agent or such Lender may pay such Indemnified Taxes and Borrower will promptly pay the full amount of such additional amounts Indemnified Taxes paid by Agent or such Lender (including any penalty, interest or expense) as is necessary in order that the net amount received by reasonable expense paid thereby with respect to such Person after the payment of such Indemnified Taxes (and including any Indemnified Taxes paid on such additional amountsums payable under this Section 2.6(h)(i)) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued were paid on or after the day which is two hundred seventy (270) days prior to the date on which Borrower received written demand therefor. A certificate as to the amount of such payment by Agent or Lender delivered to Borrower by the Agent or such Lender first made written demand thereforshall be conclusive, absent manifest error.

Taxes; Additional Costs. (i) All payments of principal and interest on the Obligations and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding (A) taxes imposed on or measured by Agent’s or any Lender’s net income (however denominated), franchise taxes, and branch profits taxes, in each case, imposed by the jurisdictions under which Agent or such Lender is organized or conducts business or as a result of a present or former connection between Agent or such Lender and the jurisdiction imposing such Tax (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder), and (B) any U.S. federal withholding Taxes imposed under FATCA (all non-such taxes other than those excluded items in clauses (A) and (b) being called “Taxes” and amounts excluded in clauses (A) and (B) being called “Excluded Taxes”). If any withholding or deduction from any payment to be made by any Borrower Credit Party hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower such Credit Party will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Agent or such Lender first made written demand therefor.

Taxes; Additional Costs. (i) All payments of principal and interest on the Obligations and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding (A) taxes (including franchise and branch profits taxes) imposed on or measured by Agent’s or any Lender’s net income by the jurisdictions under which Agent or such Lender is organized organized, conducts business, or, in the case of any Lender, its applicable lending office is located in, (B) taxes imposed as a result of a present or conducts business former connection between the Agent or such Lender and the jurisdiction imposing the tax (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder), (C) in the case of a Lender, US federal withholding taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Obligation pursuant to a law in effect on the date on which (1) such Lender acquires such interest in the Obligation or (2) such Lender changes its lending office (except to the extent amounts were payable either to such Lender’s assignor immediately before such Lender acquires such interest in the Obligation or to such Lender immediately before it changed its lending office), (D) taxes attributable to the Agent or such Lender’s failure to comply with Sections 2.6(h)(iii) and (iv), and (E) any US federal withholding taxes imposed under FATCA (all non-excluded items being called “Taxes”) and all excluded items being called “Excluded Taxes”). If any withholding or deduction from any payment to be made by any Borrower Credit Party hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower will: (iA) pay directly to the relevant authority the full amount required to be so withheld or deducted; (iiB) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iiiC) pay to Agent for the account of Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Agent or such Lender first made written demand therefor.

Taxes; Additional Costs. (i) All payments of principal and interest on the Obligations and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Agent’s or any Lender’s net income by the jurisdictions under which Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Agent or such Lender Xxxxxx first made written demand therefor.

Taxes; Additional Costs. (i) All i)All payments of principal and interest on the Obligations and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Agent’s or any Lender’s net income by the jurisdictions under which Agent or such Lender is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) and excluding taxes imposed under FATCA (all non-excluded items being called “Taxes”). If Subject to the obligations of the Lenders pursuant to Section 2.3(h)(iii) hereof to deliver Tax Forms, if any withholding or deduction from any payment to be made by any Borrower hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent or any Lender with respect to any payment received by Agent or such Lender hereunder, Agent or such Lender may pay such Taxes and Borrower will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Agent or such Lender Xxxxxx first made written demand therefor.

Taxes; Additional Costs. (i) All payments of principal and interest on the Obligations and all other amounts payable hereunder shall be made free and clear of and without deduction for any present or future income, excise, stamp, documentary, payroll, employment, property or franchise taxes and other taxes, fees, duties, levies, assessments, withholdings or other charges of any nature whatsoever (including interest and penalties thereon) imposed by any taxing authority, excluding taxes imposed on or measured by Agent’s 's, any Lender's or any Lender’s of their respective affiliates’ (including, without limitation, any direct or indirect holders of equity therein) net income by the jurisdictions under which Agent Agent, such Lender, or such Lender any of their respective affiliates (including, without limitation, any direct or indirect holders of equity therein) is organized or conducts business (other than solely as the result of entering into any of the Financing Documents or taking any action thereunder) (all non-excluded items being called “Taxes”). If any withholding or deduction from any payment to be made by any Borrower Credit Party hereunder is required in respect of any Taxes pursuant to any applicable Law, then Borrower such Credit Party will: (i) pay directly to the relevant authority the full amount required to be so withheld or deducted; (ii) promptly forward to Agent an official receipt or other documentation satisfactory to Agent evidencing such payment to such authority; and (iii) pay to Agent for the account of Agent and Lenders such additional amount or amounts as is necessary to ensure that the net amount actually received by Agent and each Lender will equal the full amount Agent and such Lender would have received had no such withholding or deduction been required. If any Taxes are directly asserted against Agent Agent, any Lender or any Lender of their respective affiliates (including, without limitation, any direct or indirect holders of equity therein) with respect to any payment received by Agent or such Lender hereunder, Agent Agent, such Lender or such Lender affiliate may pay such Taxes and Borrower will promptly pay such additional amounts (including any penalty, interest or expense) as is necessary in order that the net amount received by such Person after the payment of such Taxes (including any Taxes on such additional amount) shall equal the amount such Person would have received had such Taxes not been asserted so long as such amounts have accrued on or after the day which is two hundred seventy (270) days prior to the date on which Agent or such Lender first made written demand therefor.