Common use of Withholding of Taxes; Gross-Up Clause in Contracts

Withholding of Taxes; Gross-Up. (a) Each payment by any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is except as required by any applicable law. If any Withholding Agent an applicable withholding agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent withholding agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction deductions or withholding withholdings applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised determines in good faith, faith that it is so required under applicable law to deduct or withhold Taxesany Tax from any such payment by such Withholding Agent, then such Withholding Agent may so deduct shall be entitled to make such deduction or withhold withholding and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If , and, if such Taxes are Tax is an Indemnified TaxesTax, then the amount sum payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of that after such deduction or withholding has been made (including such deduction or deductions and withholding applicable to additional amounts sums payable under this Section 3.4Section), the applicable Recipient receives an amount equal to the amount sum it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4), the applicable Recipient receives an amount equal to the amount sum it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction or withholding of any Tax from any such payment by a withholding agent, then the applicable withholding agent shall be entitled to make such deduction or withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If law and, if such Taxes are Tax is an Indemnified TaxesTax, then the amount sum payable by such the applicable Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of that after such deduction or withholding has been made (including such deduction or withholding deductions and withholdings applicable to additional amounts sums payable under this Section 3.4), 2.16) the applicable Recipient Lender receives an amount equal to the amount sum it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised determines in good faith, faith that it is so required under applicable law to deduct or withhold Taxesany Tax from any such payment, then such Withholding Agent may so deduct shall be entitled to make such deduction or withhold withholdings and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If , and, if such Taxes are Tax is an Indemnified TaxesTax, then the amount sum payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of that after such deduction or withholding has been made (including such deduction or withholding deductions and withholdings applicable to additional amounts sums payable under this Section 3.4Section), the applicable Recipient receives an amount equal to the amount sum it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by any Loan Party under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised determines in good faith, faith that it is so required under applicable law to deduct or withhold Taxesany Tax from any such payment, then such Withholding Agent may so deduct shall be entitled to make such deduction or withhold withholding and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If , and, if such Taxes are Tax is an Indemnified TaxesTax, then the amount sum payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of that after such deduction or withholding has been made (including such deduction or withholding deductions and withholdings applicable to additional amounts sums payable under this Section 3.4Section), the applicable Recipient receives an amount equal to the amount sum it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or account of any Loan obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any applicable law (as determined by an applicable Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct ) requires the deduction or withhold Taxeswithholding of any such payment by a Withholding Agent, then such the applicable Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan the applicable Credit Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised applicable law (as determined in good faith, that it is so required to deduct faith by an applicable Withholding Agent) requires the deduction or withhold Taxeswithholding of any such payment by a Withholding Agent, then such the applicable Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such the applicable Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding of Indemnified Taxes applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes such deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Credit Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such any deduction or withholding applicable to additional amounts payable under this Section 3.42.19(a)), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any Loan Credit Party under any Loan Credit Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, pursuant to applicable law, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of withheld Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Credit Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or and withholding applicable to additional amounts payable under this Section 3.42.17), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any lawapplicable Law (which, for purposes of this Section, shall include FATCA). If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable lawLaw. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.. 115

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is except as required by any applicable law. If any an applicable Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct or withhold Taxes, then such Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction deductions or withholding withholdings applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any applicable law (as determined by an applicable Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct ) requires the deduction or withhold Taxeswithholding of any such payment by a Withholding Agent, then such the applicable Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such the applicable Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or account of any Loan obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any applicable law (as determined by an applicable Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct ) requires the deduction or withhold Taxeswithholding of Taxes from any such payment by a Withholding Agent, then such the applicable Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan the applicable Credit Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.42.18), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any Loan obligation of any Credit Party under any Loan Document shall be made without deduction or withholding for any Taxes, unless such deduction or withholding is required by any applicable law. If any applicable law (as determined by an applicable Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to deduct ) requires the deduction or withhold Taxeswithholding of any such payment by a Withholding Agent, then such the applicable Withholding Agent may so deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld Taxes to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan the applicable Credit Party (subject to Section 17.4) shall be increased as necessary so that, net of such deduction or withholding (including such deduction or withholding applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such deduction or withholding been made.

Withholding of Taxes; Gross-Up. (a) Each payment by or on account of any obligation of any Loan Party under any Loan Document shall be made without withholding or deduction or withholding for any Taxes, unless such withholding or deduction or withholding is required by any applicable law. If any Withholding Agent determines, in its sole discretion exercised in good faith, that it is so required to withhold or deduct or withhold Taxes, then such Withholding Agent may so withhold or deduct or withhold and shall timely pay the full amount of Taxes deducted or withheld to the relevant Governmental Authority in accordance with applicable law. If such Taxes are Indemnified Taxes, then the amount payable by such Loan Party (subject to Section 17.4) shall be increased as necessary so that, net of after such withholding or deduction or withholding has been made (including such withholding or deduction or withholding of Indemnified Taxes applicable to additional amounts payable under this Section 3.4Section), the applicable Recipient receives the amount it would have received had no such withholding or deduction or withholding been made.