Indemnified Withholding Taxes definition

Indemnified Withholding Taxes means, with respect to any Equipment Note, withholding taxes imposed by any Government, other than United States withholding Taxes imposed as of the time the Lender owning such Equipment Note became a Lender (except to the extent that (i) such Lender acquired such Equipment Note by assignment from another Lender and (ii) immediately prior to such assignment Borrower was paying additional amounts to the assigning Lender pursuant to this Section 9.3(a) with respect to United States withholding Taxes that were Indemnified Taxes). For the avoidance of doubt, in the event that the amount of United States withholding Taxes payable with respect to an Equipment Note changes after the date the Lender owning such Equipment Note became a Lender, such United States withholding Taxes shall constitute Indemnified Withholding Taxes only to the extent that, as the result of a change in U.S. federal tax law or regulation or the interpretation thereof or a change in a tax treaty to which the United States is a party, in each case that occurs after the date the Lender owing such Equipment Notes becomes a Lender, such withholding Taxes become applicable with respect to a payment by Borrower to the Lender (if none had previously been imposed or required) or the rate applicable to a previously imposed or required withholding Tax is increased. In the event that Indemnified Withholding Taxes become payable by Borrower as provided above, the Lender will use commercially reasonable efforts to transfer the Equipment Notes to another jurisdiction that is mutually acceptable to Borrower and such Lender so that either (1) no such Indemnified Withholding Taxes would be applicable to subsequent payments to such Lender following such transfer (taking into account the provisions of Treas. Reg. § 1.881-3 and the limitation on benefits provisions of any applicable tax treaty) or (2) the rate of the Indemnified Withholding Taxes applicable to subsequent payments to such Lender following such transfer (taking into account the provisions of Treas. Reg. § 1.881-3 and the limitation on benefits provisions of any applicable tax treaty) would not exceed the rate of the Indemnified Withholding Taxes applicable to payments to such Lender prior to such transfer and, in the case of United States withholding Taxes, the applicable change in U.S. federal tax law or regulation or the interpretation thereof or change in tax treaty; provided that such Lender shall not be required to transfer the Equipment No...
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Indemnified Withholding Taxes has the meaning specified in Section 10(c)(i) of the Credit Agreement.
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Indemnified Withholding Taxes means any Taxes that are required under Applicable Law to be deducted or withheld and remitted in respect of any payment made (or deemed under the Tax Act to be made) by or on account of any obligation of any Note Party under any Note Document (including the transfer or delivery of Common Shares or Redemption Warrants in connection with a Conversion or Redemption of any of the Covered Notes) to the Tax Indemnitor.
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Examples of Indemnified Withholding Taxes in a sentence

  • Any reduction in distributed renewable generation capacity will increase emissions, either by this capacity being replaced with thermal capacity and/or due to the increased level of transmission and distribution losses that occur when electricity is generated far from load.

  • In the event that Indemnified Withholding Taxes become payable by Borrower as provided above, the Lender will, if possible and without any adverse consequences, transfer the Loan Certificates to another jurisdiction that is mutually acceptable to Borrower and such Lender so that either (1) no such Indemnified Withholding Taxes would be applicable to subsequent payments to or for the benefit of such Lender following such transfer (taking into account the provisions of Treas.


More Definitions of Indemnified Withholding Taxes

Indemnified Withholding Taxes has the meaning specified in Section 10(c)(i) of the Credit Agreement. Indemnitee: (1) the Lenders, (2) Security Agent, (3) each Affiliate of the Persons described in clauses (1) and (2) above, (4) the directors, officers, employees, and agents of each of the Persons described in clauses (1) through (3) above and (5) the successors and permitted assigns of the persons described in clauses (1) through (3) above.
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Indemnified Withholding Taxes has the meaning specified in Section 10(c)(i) of the Credit Agreement. Indemnitee: (1) the Lenders, (2) Security Agent, (3) Paying Agent, (4) each Affiliate of the Persons described in clauses (1) through (3) above, (5) the directors, officers, employees, and agents of each of the Persons described in clauses (1) through (4) above and (5) the successors and permitted assigns of the persons described in clauses (1) through (4) above. Interest Payment Date: the first day of each calendar month succeeding the applicable Borrowing Date and the Maturity Date thereof; provided that, if any such date shall not be a Business Day, then the relevant Interest Payment Date shall be the next succeeding Business Day.
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Indemnified Withholding Taxes defined in Section 9.3 of the Loan Agreement. Indemnitee: (1) WFB (in its individual capacity and as Mortgagee), (2) each separate or additional trustee appointed pursuant to the Mortgage, (3) the Lenders, (4) Agent, (5) each Affiliate of the Persons described in clauses (1) through (4) above, (6) the directors, officers, employees, and agents of each of the Persons described in clauses (1) through (5) above and (7) the successors and permitted assigns of the persons described in clauses (1) through (5) above.
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Related to Indemnified Withholding Taxes

  • Excluded Withholding Taxes means (i) withholding Taxes imposed by the United States except to the extent that such United States withholding Taxes are imposed or increased as a result of any change in applicable law (excluding from change in applicable law for this purpose a change in an applicable treaty or other change in law affecting the applicability of a treaty) after the date hereof, or in the case of a successor Liquidity Provider (including a transferee of an Advance) or Facility Office, after the date on which such successor Liquidity Provider obtains its interest or on which the Facility Office is changed, (ii) any withholding Taxes imposed by the United States which are imposed or increased as a result of the Liquidity Provider failing to deliver to the Borrower any certificate or document (which certificate or document in the good faith judgment of the Liquidity Provider it is legally entitled to provide) which is reasonably requested by the Borrower to establish that payments under this Agreement are exempt from (or entitled to a reduced rate of) withholding Tax and (iii) Taxes imposed under Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended.

  • Withholding Taxes means any taxes, including, but not limited to, social security and Medicare taxes and federal, state and local income taxes, required to be withheld under any applicable law.

  • Applicable Withholding Taxes means the minimum aggregate amount of federal, state and local income and payroll taxes that the Company is required by applicable law to withhold in connection with any Incentive Award.

  • Required Withholding Amount has the meaning specified in Section 5 of this Agreement.

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Excise Taxes see Section 5.1.

  • Indemnified Losses is defined in Section 5.03 of the Servicing Agreement.

  • Withholding Tax means any tax, deduction, levy or similar payment obligation that is required to be deducted or withheld from a payment under Applicable Law. Annex 1 – Data Processing

  • Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

  • Indemnified Amount has the meaning set forth in Section 8.01.

  • Indemnified Liabilities has the meaning specified in Section 10.05.

  • FATCA Withholding Tax means any withholding or deduction required pursuant to FATCA.

  • Indemnified Matters has the meaning specified therefor in Section 12.15.

  • U.S. Taxes means any present or future tax, assessment or other charge or levy imposed by or on behalf of the United States of America or any taxing authority thereof or therein.

  • Indemnified Matter has the meaning specified in Section 11.4 (Indemnities).

  • Tax Obligations means taxes, withholding, certification and reporting requirements, claims for exemptions or refund, interest, penalties, additions to tax and other related expenses.

  • Indemnified Items shall have the meaning assigned to such terms in Section 2(b).

  • Indemnified Claims shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard.

  • Indemnified Claim has the meaning set forth in Section 8.2.

  • Indemnified Amounts Defined in Section 11.1.

  • Indemnified Costs has the meaning specified in Section 8.05(a).

  • Payroll Taxes means State Unemployment Insurance (SUI), Federal Unemployment Insurance (FUI), and payments pursuant to the Federal Insurance Contributions Act (FICA).

  • Tax Losses has the meaning assigned to such term in Section 7.1(a).

  • Connection Income Taxes means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

  • Other Taxes means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document.