Common use of Taxes Withholding Etc Clause in Contracts

Taxes Withholding Etc. (a) All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), including, but not limited to, the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, and (ii) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section (other than by reason of any Change in Law having effect after the date such representations or certifications were made), or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.

Taxes Withholding Etc. If any Tax is required to be withheld or deducted from, or is otherwise payable by the Company in connection with, any payment due to the Lender under this Agreement or the Related Documents, the Company (a) All payments made shall, if required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with applicable law and (b) shall pay to the Lender (i) such additional amounts as may be necessary so that the net amount received by the Borrower Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted, is equal to the full amount payable under this Agreement shall be made free or the Related Documents and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed (ii) an amount equal to all Taxes payable by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of payments made by the Company (whether to a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than to the Lender) pursuant to this Section 2.8. If any such connection arising solely from the Administrative Agent Tax is withheld or such Lender having executed, delivered or performed its obligations or received a payment underdeducted from, or enforcedis otherwise payable by the Company in connection with, any payment due to the Lender under this Agreement or any other Loan Document), including, but not limited tothe Related Documents, the jurisdiction Company shall, within 30 days after the date of such payment, furnish to the Lender the original or a certified copy of a receipt for such Tax from the applicable taxing authority. If any payment due to the Lender under this Agreement or the laws Related Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any Tax payable to any taxing authority, the Company shall, within 30 days after any request from the Lender, furnish to the Lender a certificate from such taxing authority, or an opinion of which such recipient is organized or in which its principal office is located or, in counsel acceptable to the case of any Lender, in which its applicable lending office is locatedeither case stating that no Tax payable to such taxing authority was or is, and (ii) any branch profits taxes imposed by as the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located. If any such non-excluded taxescase may be, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section (other than by reason of any Change in Law having effect after the date such representations or certifications were made)deducted from, or (ii) that are United States withholding taxes imposed on amounts payable to otherwise paid by the Company in connection with, such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraphpayment.

Taxes Withholding Etc. (a) All payments made sums payable by any Credit Party hereunder and under the Borrower under this Agreement other Loan Documents shall (except to the extent required by law) be made paid free and clear of, and without any deduction or withholding for or on account of, any present or future income, stamp or Tax (other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter than a Tax on the overall net income of any Lender) imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), including, but not limited to, the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, and (ii) any branch profits taxes imposed by within the United States of America or any similar tax imposed by political subdivision in or of the United States of America, the United Kingdom, or any other jurisdiction in from or to which a payment is made by or on behalf of any Credit Party or by any federation or organization of which the Borrower United States of America, the United Kingdom, or any such jurisdiction is locateda member at the time of payment. In addition, Borrowers agree to pay, and shall indemnify and hold each Lender harmless from, any present or future stamp or documentary Taxes or any other sales, transfer, excise, mortgage recording or property Taxes, charges or similar levies that arise from any payment made hereunder or under the Term Loans or from the execution, issuance, delivery or registration of, any of the Loan Documents, and within thirty days after the date of paying such sum, the Borrowers shall furnish to the Lender the original or a certified copy of a receipt evidencing payment thereof. If a Lender or the Administrative Agent shall become aware that it is entitled to receive a refund in respect of amounts paid by any Credit Party pursuant to this Section 2.6, which refund in the good faith judgment of such Lender or the Administrative Agent is allocable to such payment, it shall promptly notify such Credit Party of the availability of such refund and shall, within 30 days after the receipt of a request by such Credit Party, apply for such refund. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions Lender or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent receives a refund in respect of any amounts paid by any Credit Party pursuant to this Section 2.6 or any Lender hereunderreceives a credit against the Tax on the overall net income of the Lender, which refund or credit in the amounts so payable to good faith judgment of such Lender or the Administrative Agent is allocable to such payment, it shall promptly notify such Credit Party of such refund or credit and shall, within 30 days after receipt, repay such refund or credit to such Credit Party net of all out-of-pocket expenses of such Lender shall be increased to the extent necessary to yield to or the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, Agent; provided, however, that such Credit Party, upon the Borrower shall not be required request of such Lender or the Administrative Agent, agrees to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable repay the amount paid over to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section (other than by reason of any Change in Law having effect after the date such representations or certifications were made), or (ii) that are United States withholding taxes imposed on amounts payable Credit Party to such Lender at or the time Administrative Agent in the event such Lender becomes a party or the Administrative Agent is required to this Agreement, except to the extent that repay such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraphrefund or credit.

Taxes Withholding Etc. If any Tax is required to be withheld or deducted from, or is otherwise payable by the Borrower in connection with, any payment due to the Lender under this Agreement or the Related Documents, the Borrower (a) All shall, if required, withhold or deduct the amount of such Tax from such payment and, in any case, pay such Tax to the appropriate taxing authority in accordance with applicable law and (b) shall pay to the Lender (i) such additional amounts as may be necessary so that the net amount received by the Lender with respect to such payment, after withholding or deducting all Taxes required to be withheld or deducted, is equal to the full amount payable under this Agreement or the Related Documents and (ii) an amount equal to all Taxes payable by the Lender as a result of payments made by the Borrower (whether to a taxing authority or to the Lender) pursuant to this Section 2.8. If any Tax is withheld or deducted from, or is otherwise payable by the Borrower in connection with, any payment due to the Lender under this Agreement shall be made free and clear ofor the Related Documents, and without deduction the Borrower shall, within 30 days after the date of such payment, furnish to the Lender the original or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding (i) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on the Administrative Agent or any Lender as a result certified copy of a present or former connection between the Administrative Agent or receipt for such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely Tax from the Administrative Agent or such applicable taxing authority. If any payment due to the Lender having executed, delivered or performed its obligations or received a payment under, or enforced, under this Agreement or the Related Documents is or is expected to be made without withholding or deducting therefrom, or otherwise paying in connection therewith, any other Loan Document), including, but not limited toTax payable to any taxing authority, the jurisdiction under Borrower shall, within 30 days after any request from the laws Lender, furnish to the Lender a certificate from such taxing authority, or an opinion of which such recipient is organized or in which its principal office is located or, in counsel acceptable to the case of any Lender, in which its applicable lending office is locatedeither case stating that no Tax payable to such taxing authority was or is, and (ii) any branch profits taxes imposed by as the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located. If any such non-excluded taxescase may be, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunderdeducted from, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that otherwise paid by the Borrower shall not be required to increase any in connection with, such amounts payable to any Lender with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section (other than by reason of any Change in Law having effect after the date such representations or certifications were made), or (ii) that are United States withholding taxes imposed on amounts payable to such Lender at the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraphpayment.

Taxes Withholding Etc. (a) All payments made sums payable by any Credit Party hereunder and under the Borrower under this Agreement other Loan Documents shall (except to the extent required by Requirements of Law) be made paid free and clear of, and without any deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter Tax imposed, levied, collected, withheld or assessed by any Governmental Authority. In addition, excluding Borrower shall timely pay, or at the option of the Agent timely reimburse it for the payment of, and indemnify and hold Lender harmless from, Other Taxes, and as soon as practicable after the date of paying such sum, Borrower shall furnish to Lender the original or a certified copy of a receipt evidencing payment thereof. (b) If any Credit Party or any other Person is required by Requirements of Law to make any deduction or withholding on account of any Tax (as determined in the good faith discretion of an applicable Credit Party) from any sum paid or payable by any Credit Party to Lender under any of the Loan Documents: (i) net income taxes and franchise taxes (imposed Borrower shall notify Lender in lieu writing of net income taxes) imposed on the Administrative Agent any such requirement or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than change in any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or any other Loan Document), including, but not limited to, the jurisdiction under the laws requirement promptly after Borrower becomes aware of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, and it; (ii) Borrower shall make any branch profits taxes such withholding or deduction; (iii) Borrower shall pay any such Tax before the date on which penalties attach thereto, such payment to be made (if the liability to pay is imposed on any Credit Party) for its own account or (if that liability is imposed on Lender, as the case may be) on behalf of and in the name of Lender in accordance with Requirements of Law; (iv) if the Tax is an Indemnified Tax, the sum payable by the United States such Credit Party in respect of America or any similar tax imposed by any other jurisdiction in which the Borrower relevant deduction, withholding or payment of Indemnified Tax is located. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings (“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent necessary to yield ensure that, after the making of that deduction, withholding or payment (including any deductions for Indemnified Taxes applicable to additional sums payable under this Section 2.6(b)), Lender receives on the Administrative Agent due date a net sum equal to what it would have received had no such deduction, withholding or such Lender (after payment of all Non-Excluded Taxes and Other TaxesIndemnified Tax been required or made; (v) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that the Borrower a payment shall not be required increased under (iv) above by reason of a tax deduction under Section 2.6(b)(ii) on account of Tax imposed by the United Kingdom, if on the date on which the payment falls due the relevant Lender is a Treaty Lender that holds a passport under the U.K. HMRC DT Treaty Passport Scheme and the Borrower is able to increase any such amounts payable demonstrate that the payment could have been made to any the Lender without that tax deduction had that Lender complied with respect to any Non-Excluded Taxes (i) that are attributable to such Lender’s failure to comply with the requirements of its obligations under paragraph (de)(ii) and (e)(iii) below; and (vi) as soon as practicable after paying any sum from which it is required by Requirements of Law to make any deduction or withholding, Borrower shall deliver to Lender evidence reasonably satisfactory to Lender of such deduction, withholding or payment and of the remittance thereof to the relevant taxing or other Governmental Authority, including, if reasonably available, the original or certified copy of a receipt issued by such Governmental Authority evidencing such payment or a copy of the return reporting such payment. (ec) Subject to the second sentence of this Section 2.6(c), Borrower shall indemnify Lender or, as applicable (other than by reason and without double counting), the Agent for the full amount of any Change in Law having effect after the date such representations Indemnified Taxes (including Indemnified Taxes imposed or certifications were made), asserted on or (ii) that are United States withholding taxes imposed on attributable to amounts payable under this Section 2.6) payable or paid by Lender or the Agent or required to such be withheld or deducted from a payment to Lender at or the time such Lender becomes a party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower Agent and any reasonable expenses arising therefrom or with respect to thereto, whether or not such Non-Excluded Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority, and any indemnification payment pursuant to this paragraph.Section 2.6(c) shall be made to the Agent or any Lender within thirty (30 days from written demand therefor, except that no payment -10-