Common use of Withholding Tax Indemnity Clause in Contracts

Withholding Tax Indemnity. To the extent required by any applicable Law, the Collateral Agent may deduct or withhold from any payment to the Holders an amount equivalent to any applicable withholding Tax and any such withholding or deduction shall be subject to Section 11.12(a). If the Internal Revenue Service, the Canada Revenue Agency or any other authority of the United States or Canada or other jurisdiction asserts a claim that the Collateral Agent did not properly deduct withhold Tax from amounts paid to or for the account of any Holder for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because any Holder failed to notify the Collateral Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Holder shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Collateral Agent for all amounts paid, directly or indirectly, by the Collateral Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Holder by the Collateral Agent shall be conclusive absent manifest error. Each Holder hereby authorizes the Collateral Agent to set off and apply any and all amounts at any time owing to the Holder under this Agreement or any other Operative Document against any amount due the Collateral Agent under this Section 10.11. The agreements in this Section 10.11 shall survive the resignation and/or replacement of the Collateral Agent, any assignment of rights by, or the replacement of, any Holder and the repayment, satisfaction or discharge of all other Obligations.

Withholding Tax Indemnity. To the extent required by any applicable Law, the Collateral Agent may deduct or withhold from any payment to the Holders Lender an amount equivalent to any applicable withholding Tax and any such withholding or deduction shall be subject to Section 11.12(a)8.2. If the Internal Revenue Service, the Canada Revenue Agency Service or any other authority of the United States or Canada or other jurisdiction asserts a claim that the Collateral Agent did not properly deduct or withhold Tax from amounts paid to or for the account of any Holder the Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because any Holder the Lender failed to notify the Collateral Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Holder the Lender shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Collateral Agent for all amounts paid, directly or indirectly, by the Collateral Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityBody. A certificate as to the amount of such payment or liability delivered to a Holder the Lender by the Collateral Agent shall be conclusive absent manifest error. Each Holder Lender hereby authorizes the Collateral Agent to set off and apply any and all amounts at any time owing to the Holder Lender under this Agreement or any other Operative Document Transaction Agreement against any amount due the Collateral Agent under this Section 10.1124.11. The agreements in this Section 10.11 24.11 shall survive the resignation and/or replacement of the Collateral Agent, any assignment of rights by, or the replacement of, any Holder Lender and the repayment, satisfaction or discharge of all other Obligations.

Withholding Tax Indemnity. To the extent required by any applicable Law, the Collateral Agent may deduct or withhold from any payment to the Holders an amount equivalent to any applicable withholding Tax and any such withholding or deduction shall be subject to Section 11.12(a). If the Internal Revenue Service, the Canada Revenue Agency or any other authority of the United States or Canada or other jurisdiction asserts a claim that the Collateral Agent did not properly deduct withhold Tax from amounts paid to or for the account of any Holder for any reason (including, without limitation, because the appropriate form was not delivered in accordance with Section 11.12(f) or not properly executed, by any Holder, or solely because any Holder failed to notify the Collateral Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Holder shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Collateral Agent for all amounts paid, directly or indirectly, by the Collateral Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to a Holder by the Collateral Agent shall be conclusive absent manifest error. Each Holder hereby authorizes the Collateral Agent to set off and apply any and all amounts at any time owing to the Holder under this Agreement or any other Operative Document against any amount due the Collateral Agent under this Section ‎Section 10.11. The agreements in this Section 10.11 shall survive the resignation and/or replacement of the Collateral Agent, any assignment of rights by, or the replacement of, any Holder and the repayment, satisfaction or discharge of all other Obligations.

Withholding Tax Indemnity. To the extent required by any applicable Law, the Collateral Agent may deduct or withhold from any payment to the Holders Lender an amount equivalent to any applicable withholding Tax and any such withholding or deduction shall be subject to Section 11.12(a)8.2. If the Internal Revenue Service, the Canada Revenue Agency Service or any other authority of the United States or Canada or other jurisdiction asserts a claim that the Collateral Agent did not properly deduct withhold Tax from amounts paid to or for the account of any Holder the Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because any Holder the Lender failed to notify the Collateral Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Holder the Lender shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Collateral Agent for all amounts paid, directly or indirectly, by the Collateral Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityBody. A certificate as to the amount of such payment or liability delivered to a Holder the Lender by the Collateral Agent shall be conclusive absent manifest error. Each Holder Lender hereby authorizes the Collateral Agent to set off and apply any and all amounts at any time owing to the Holder Lender under this Agreement or any other Operative Document Transaction Agreement against any amount due the Collateral Agent under this Section 10.1125.11. The agreements in this Section 10.11 25.11 shall survive the resignation and/or replacement of the Collateral Agent, any assignment of rights by, or the replacement of, any Holder Lender and the repayment, satisfaction or discharge of all other Obligations.

Withholding Tax Indemnity. To the extent required by any applicable Law, the Collateral Agent may deduct or withhold from any payment to the Holders Lender an amount equivalent to any applicable withholding Tax and any such withholding or deduction shall be subject to Section 11.12(a)8.2. If the Internal Revenue Service, the Canada Revenue Agency Service or any other authority of the United States or Canada or other jurisdiction asserts a claim that the Collateral Agent did not properly deduct withhold Tax from amounts paid to or for the account of any Holder the Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because any Holder the Lender failed to notify the Collateral Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Holder the Lender shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Collateral Agent for all amounts paid, directly or indirectly, by the Collateral Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityBody. A certificate as to the amount of such payment or liability delivered to a Holder the Lender by the Collateral Agent shall be conclusive absent manifest error. Each Holder Lender hereby authorizes the Collateral Agent to set off and apply any and all amounts at any time owing to the Holder Lender under this Agreement or any other Operative Document Transaction Agreement against any amount due the Collateral Agent under this Section 10.1125.11. The agreements in this Section 10.11 25.11 shall survive the resignation and/or replacement of the Collateral Agent, any assignment of rights by, or the replacement of, any Holder . Lender and the repayment, satisfaction or discharge of all other Obligations.

Withholding Tax Indemnity. To the extent required by any applicable Law, the Collateral Agent may deduct or withhold from any payment to the Holders any Secured Lender an amount equivalent to any applicable withholding Tax and any such withholding or deduction shall be subject to Section 11.12(a)8.2. If the Internal Revenue Service, the Canada Revenue Agency Service or any other authority of the United States or Canada or other jurisdiction asserts a claim that the Collateral Agent did not properly deduct withhold Tax from amounts paid to or for the account of any Holder such Secured Lender for any reason (including, without limitation, because the appropriate form was not delivered or not properly executed, or because any Holder such Secured Lender failed to notify the Collateral Agent of a change in circumstance that rendered the exemption from, or reduction of withholding Tax ineffective), such Holder Secured Lender shall, within ten (10) days after written demand therefor, indemnify and hold harmless the Collateral Agent for all amounts paid, directly or indirectly, by the Collateral Agent as Taxes or otherwise, together with all expenses incurred, including legal expenses and any other out-of-pocket expenses, whether or not such Tax was correctly or legally imposed or asserted by the relevant Governmental AuthorityBody. A certificate as to the amount of such payment or liability delivered to a Holder such Secured Lender by the Collateral Agent shall be conclusive absent manifest error. Each Holder Secured Lender hereby authorizes the Collateral Agent to set off and apply any and all amounts at any time owing to the Holder such Secured Lender under this Agreement or any other Operative Document Transaction Agreement against any amount due the Collateral Agent under this Section 10.1125.11. The agreements in this Section 10.11 25.11 shall survive the resignation and/or replacement of the Collateral Agent, any assignment of rights by, or the replacement of, any Holder such Secured Lender and the repayment, satisfaction or discharge of all other Obligations.