Common use of Taxes; Withholding; Indemnification of Taxes Paid Clause in Contracts

Taxes; Withholding; Indemnification of Taxes Paid. Any and all payments by the Borrowers hereunder, under the Note or the other Loan Documents shall be made, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any governmental entity, and all liabilities with respect thereto, excluding, (i) in the case of Lender, taxes imposed on or measured by its net income or overall gross receipts, and franchise taxes imposed on it, by the jurisdiction under the Laws of which Lender, is organized, is doing business or has a present or former connection, or any political subdivision thereof, (ii) any United States withholding taxes payable with respect to payments hereunder or under the Loan Documents under Laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lender, the date of the transfer and (b) a successor Lender, the date of the appointment of Lender) applicable to Lender, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor Lender), (iii) any non-United States withholding taxes imposed by the jurisdictions under the Laws of which Lender, is organized, conducts business or has a present or former connection, or any political subdivision thereof, in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lender, the date of the transfer and (b) a successor Lender, the date of the appointment of Lender) applicable to Lender, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor Lender) and (iv) all liabilities, penalties, and interest with respect to any of the forgoing (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be required by Law to deduct any Taxes from or in respect of any sum payable hereunder or under the Note to the Lender: (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Lender, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law. Each Borrower shall indemnify the Lender for the full amount of such Taxes (including any Taxes on amounts payable under this Section paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto paid by Lender on the account of any obligation of such Borrower hereunder or under any Loan Document, and any penalties, interest and reasonable out-of-pocket expense arising therefrom or with respect thereto, provided such written demand sets forth in reasonable detail the basis and calculation of such amount.

Taxes; Withholding; Indemnification of Taxes Paid. Any and all payments by the Borrowers hereunder, under the Note Notes or the other Loan Documents shall be made, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any governmental entity, and all liabilities with respect thereto, excluding, (i) in the case of Lender, taxes imposed on or measured by its net income or overall gross receipts, and franchise taxes imposed on it, by the jurisdiction under the Laws of which Lender, is organized, is doing business or has a present or former connection, or any political subdivision thereof, (ii) any United States withholding taxes payable with respect to payments hereunder or under the Loan Documents under Laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lender, the date of the transfer and (b) a successor Lender, the date of the appointment of Lender) applicable to Lender, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor Lender), (iii) any non-United States withholding taxes imposed by the jurisdictions under the Laws of which Lender, is organized, conducts business or has a present or former connection, or any political subdivision thereof, in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lender, the date of the transfer and (b) a successor Lender, the date of the appointment of Lender) applicable to Lender, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor Lender) and (iv) all liabilities, penalties, . and interest with respect to any of the forgoing (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be required by Law to deduct any Taxes from or in respect of any sum payable hereunder or under the Note Notes to the Lender: (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Lender, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law. Each Borrower shall indemnify the Lender for the full amount of such Taxes (including any Taxes on amounts payable under this Section paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto paid by Lender on the account of any obligation of such Borrower hereunder or under any Loan Document, and any penalties, interest and reasonable out-of-pocket expense arising therefrom or with respect thereto, provided such written demand sets forth in reasonable detail the basis and calculation of such amount.

Taxes; Withholding; Indemnification of Taxes Paid. Any and all payments by the Borrowers hereunder, under the Note or the other Loan Documents shall be made, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any governmental entity, and all liabilities with respect thereto, excluding, (i) in the case of Lender, taxes imposed on or measured by its net income or overall gross receipts, and franchise taxes imposed on it, by the jurisdiction under the Laws of which Lender, is organized, is doing business or has a present or former connection, or any political subdivision thereof, (ii) any United States withholding taxes payable with respect to payments hereunder or under the Loan Documents under Laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lender, the date of the transfer and (b) a successor Lender, the date of the appointment of Lender) applicable to Lender, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor Lender), (iii) any non-United States withholding taxes imposed by the jurisdictions under the Laws of which Lender, is organized, conducts business or has a present or former connection, or any political subdivision thereof, in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lender, the date of the transfer and (b) a successor Lender, the date of the appointment of Lender) applicable to Lender, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor Lender) and (iv) all liabilities, penalties, . and interest with respect to any of the forgoing (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “Taxes”). If any Borrower shall be required by Law to deduct any Taxes from or in respect of any sum payable hereunder or under the Note to the Lender: (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Lender, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law. Each Borrower shall indemnify the Lender for the full amount of such Taxes (including any Taxes on amounts payable under this Section paid by the Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto paid by Lender on the account of any obligation of such Borrower hereunder or under any Loan Document, and any penalties, interest and reasonable out-of-pocket expense arising therefrom or with respect thereto, provided such written demand sets forth in reasonable detail the basis and calculation of such amount.

Taxes; Withholding; Indemnification of Taxes Paid. Any and all payments by the Borrowers hereunder, under the Note Notes or the other Loan Documents shall be made, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings imposed by any governmental entity, and all liabilities with respect thereto, excluding, (i) in the case of Lendera Lender and the LC Issuer, taxes imposed on or measured by its net income or overall gross receipts, and franchise taxes imposed on it, by the jurisdiction under the Laws of which Lendersuch Lender or the LC Issuer, as applicable, is organized, is doing business or has a present or former connection, or any political subdivision thereof, (ii) any United States withholding taxes payable with respect to payments hereunder or under the Loan Documents under Laws (including any statute, treaty or regulation) in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lender, the date of the transfer and transfer, (b) a successor Lender, the date of the appointment of Lendersuch Lender and (c) a successor LC Issuer, the date such LC Issuer becomes an LC Issuer) applicable to Lendersuch Lender or LC Issuer, as the case may be, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor LenderLender or the date such successor LC Issuer becomes a LC Issuer), (iii) any non-United States withholding taxes imposed by the jurisdictions under the Laws of which Lendersuch Lender or the LC Issuer, as applicable, is organized, conducts business or has a present or former connection, or any political subdivision thereof, in effect on the Closing Date (or, in the case of (a) a transferee of any rights of a Lender, the date of the transfer and transfer, (b) a successor Lender, the date of the appointment of Lendersuch Lender and (c) a successor LC Issuer, the date such LC Issuer becomes a LC Issuer) applicable to Lendersuch Lender or such LC Issuer, as the case may be, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor LenderLender or the date such successor LC Issuer becomes a LC Issuer) and (iv) all liabilities, penalties, . and interest with respect to any of the forgoing (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities being hereinafter referred to as “"Taxes”"). If any Borrower shall be required by Law to deduct any Taxes from or in respect of any sum payable hereunder or under the any Note to the LenderLenders or the LC Issuer: (i) the sum payable shall be increased as may be necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Lendereach Lender or the LC Issuer, as applicable, receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions and (iii) such Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Law. Each Borrower The Borrowers shall indemnify each Lender and the Lender LC Issuer for the full amount of such Taxes (including any Taxes on amounts payable under this Section paid by such Lender and the Lender LC Issuer and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto paid by such Lender or the LC Issuer on the account of any obligation of such Borrower the Borrowers hereunder or under any Loan Document, and any penalties, interest and reasonable out-of-pocket expense arising therefrom or with respect thereto, provided such written demand sets forth in reasonable detail the basis and calculation of such amount.

Taxes; Withholding; Indemnification of Taxes Paid. Any and all All payments made by the Borrowers hereunder, under this Agreement and the Note or the other Loan Documents Revolving Credit Notes shall be made, made free and clear of of, and without deduction or withholding for or on account of, any and all present or future taxes, levies, imposts, deductionscharges, charges deductions or withholdings imposed withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any governmental entityauthority, and all liabilities with respect thereto, excluding, excluding (i) in the case of Lender, net income taxes or any other taxes imposed on or measured by its the net income income, or overall gross receiptsprofits or capital, and franchise taxes imposed on itincluding, without limitation, branch profits tax, of the Lenders or the LC Issuer, as the case may be, in each case by the jurisdiction under the Laws of which Lender, such Person is organized, is doing business or has a present or former connection, organized or any political subdivision thereof, thereof or by the jurisdiction in which the principal or applicable lending or issuing office of such Person is located or any political subdivision thereof and (ii) any United States U.S. withholding taxes payable with respect to payments hereunder or under the Loan Documents under Laws (including any statutetreaty, treaty ruling, determination or regulation) in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lender, the date of the transfer and (b) a successor Lender, the date of the appointment of Lender) applicable to Lenderon, but not excluding any United States increase in U.S. withholding tax payable with respect to interest arising under a Loan Document as a result of resulting from any subsequent change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor Lender), (iii) any non-United States withholding taxes imposed by the jurisdictions under the Laws of which Lender, is organized, conducts business or has a present or former connection, or any political subdivision thereof, in effect on the Closing Date (or, in the case of (a) a transferee of any rights of Lenderafter, the date of the transfer and (b) applicable Lender becomes a successor Lender, the date of the appointment of Lender) applicable party to Lender, but not excluding any United States withholding tax payable with respect to interest arising under a Loan Document as a result of any change in such Laws occurring after the Closing Date (or the date of such transfer or the date of such appointment of such successor Lender) and (iv) all liabilities, penalties, and interest with respect to any of the forgoing this Agreement (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings deductions and liabilities being hereinafter referred withholdings, the “Non-Excluded Taxes”). In addition, the Borrowers agree to as pay to the relevant governmental authority in accordance with applicable Law any current or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies that arise from any payment made hereunder or from the execution, delivery or registration of, or otherwise with respect to, this Agreement or any other Loan Document (“Other Taxes”). If any Borrower shall be Non-Excluded Taxes or Other Taxes are required by Law to deduct be withheld from any Taxes from amounts payable to the Lenders or in respect of any sum payable the LC Issuer hereunder or under the Note Revolving Credit Notes, the amounts so payable to the Lender: (i) the sum payable such Person shall be increased as may be to the extent necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) Lender, receives an yield to such Person a net amount equal to the sum it interest or any such other amounts that would have been paid without such withholdings, at the rates or in the amounts specified in this Agreement and the Revolving Credit Notes. Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrowers, the Borrower Representative shall send to the Administrative Agent a certified copy of any original official receipt received had no such deductions been made, (ii) by such Borrower shall make showing payment thereof or, if such deductions and (iii) receipts are not obtainable, other evidence of such Borrower shall pay payments by the full amount deducted Borrowers reasonably satisfactory to the relevant taxation authority Lenders, the LC Issuer or other authority in accordance with applicable LawAdministrative Agent, as applicable. Each Borrower The Borrowers shall indemnify the Lender Lenders and the LC Issuer for the full amount of such Non-Excluded Taxes (including any and Other Taxes on amounts payable under this Section that are paid by the Lender and any liability such indemnified Person (including penalties, interest and expenses) arising therefrom or with respect thereto paid by Lender on the account of any obligation of such Borrower hereunder or under any Loan Document, and any penalties, interest and reasonable out-of-pocket expense expenses arising therefrom or with respect thereto, provided such written demand sets forth ). The agreements in reasonable detail this Section 12.3 shall survive the basis termination of this Agreement and calculation the payment of such amountthe Notes and all other amounts payable hereunder.