Excluded Taxes. For the purposes of this Section 2.10, “Excluded Taxes” means, with respect to any Lender Party, the Administrative Agent and any other Person entitled to receive a payment to be made by or on account of any obligation of the Borrower hereunder or under the Notes (each of which is called herein a “Tax Indemnitee”), (i) any Taxes which are imposed on or with respect to, or measured by, the net income of such Tax Indemnitee and which are imposed by the United States of America, or by any government or other taxation authority in the jurisdiction under the laws of which such Tax Indemnitee is organized or in which its principal office is located or, in the case of any Lender Party, in which any of its Applicable Lending Offices is located or, in the case of the Administrative Agent, in which it has an office location at which it performs its duties as Administrative Agent, (ii) in the case of any Lender Party or Administrative Agent that is organized under the laws of a jurisdiction outside the United States of America, any withholding tax that (A) is in effect and applies to amounts payable by the Borrower under this Agreement, the Notes or any other Loan Document to or for the benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Office) except, in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, to the extent that such Lender Party is entitled at the time it designates a new Applicable Lending Office, or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may be, to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.10(a), or (B) is attributable to such Lender Party’s failure to comply with Section 2.10(f) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception from, or reduced rate of, withholding upon completion of the Internal Revenue Service Form at the time required, (iii) any Tax that is imposed in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee of all or any part of its interest in this Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government or other taxation authority in any jurisdiction to the extent such Tax is attributable to a connection between such jurisdiction and such Tax Indemnitee other than a connection arising from the transactions contemplated by this Agreement and the other Loan Documents.
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Excluded Taxes. For The indemnity provided for in paragraph (a) above shall not extend to any of the purposes of this Section 2.10, “following Taxes (the "Excluded Taxes” means, with respect to any Lender Party, the Administrative Agent and any other Person entitled to receive a payment to be made by or on account of any obligation of the Borrower hereunder or under the Notes (each of which is called herein a “Tax Indemnitee”), (i) any "): Taxes which are imposed on or with respect to, or measured by, the net income of such Tax Indemnitee and which are imposed by the United States federal government or any state or local government, any political subdivision of Americaany of the foregoing, imposed on, based on or measured by gross or net income, receipts, capital gain, capital or net worth, or by any government conduct of business (other than, in each case, Taxes that are or other taxation authority are in the jurisdiction under nature of sales, use, rental, license, value added (to the laws extent value added taxes are not imposed in clear and direct substitution for income taxes) or property taxes) ("Income Taxes"), including any such Taxes collected by way of which withholding, minimum or alternative minimum taxes, and franchise taxes; provided that this exclusion (i) shall not affect any express requirement that payments be made on an "after-tax" basis; Taxes imposed on a Tax Indemnitee other than a Certificateholder Indemnitee that are attributable to any act, event or omission by such Tax Indemnitee is organized that occurs after expiration or other termination of the Facility Lease and surrender of the Undivided Interest to the Owner Lessor or its successors (or in which its principal office is located the case of a Certificateholder Indemnitee, Taxes imposed for any period after the repayment of the Lease Debt) in accordance with the Facility Lease, (as opposed to any act, event or omission occurring prior to or simultaneous with such expiration, termination or surrender (or, in the case of a Certificateholder Indemnitee, such repayment)), provided that this exclusion shall not apply so long as a Lease Event of Default shall have occurred and be continuing; Taxes imposed on a Tax Indemnitee that are attributable to the gross negligence or willful misconduct of such Tax Indemnitee, unless such negligence or misconduct is imputed to such Tax Indemnitee solely as a result of its participation in the transactions contemplated by the Operative Documents and the FILOT Lease (giving effect to its assignment to the Owner Lessor pursuant to the Assignment Agreement) and not as a result of any Lender Party, in which action or inaction by such Tax Indemnitee; Taxes imposed on a Tax Indemnitee arising from a breach by such Tax Indemnitee of any of its Applicable Lending Offices representations, warranties or covenants under any Operative Document except to the extent attributable to any breach by the Facility Lessee or any other Calpine Party of any covenant, representation or warranty contained in any Operative Document; Taxes(A) that are attributable to any voluntary direct or indirect assignment, sale, transfer or other voluntary disposition or an involuntary direct or indirect transfer or disposition arising out of or caused by a bankruptcy or similar proceeding for relief of debtors in which such Tax Indemnitee is located a debtor or a foreclosure by a creditor of (1) in the case of the Owner Lessor or the Owner Participant, the Owner Participant of all or part of its Member Interest or Undivided Interest, (2) in the case of the Owner Lessor or the Owner Participant, the Owner Lessor of all or part of its interest in the Facility or the Facility Site (other than to a successor Lessor Manager), or (3) in the case of the Indenture Trustee, the Indenture Trustee of any interest in the Lease Debt or the Indenture Estate, or (4) in the case of the Owner Lessor or the Owner Participant any direct or indirect interest in the Owner Lessor or the Owner Participant, including by reason of an election made pursuant to Section 338 of the Code, in each case to the extent imposed by reason of any transfer described in this clause (v)(A), or (B) to the extent that, under law in effect on the date of the transfer such Taxes exceed the amount of Taxes that would be indemnified hereunder had there been no such assignment, sale, transfer or other voluntary disposition, unless such transfer or disposition occurs during the continuance of a Lease Event of Default or is otherwise pursuant to the Facility Lessee's exercise of its rights under the Operative Documents; provided that this exclusion shall not apply with respect to any initial syndication of interests in the Owner Participant accomplished prior to December 29, 2001; Taxes imposed on a Tax Indemnitee that would not have been imposed but for the creation or existence of any Owner Lessor's Lien or Owner Participant's Lien attributable to such Tax Indemnitee; Taxes that are included as a part of the cost of the Facility; Taxes imposed on the Lessor Manager or the Indenture Trustee that are based on or measured by the fees or other compensation received by the Lessor Manager or Indenture Trustee for acting in their respective capacities. With respect to the Owner Participant, Taxes for which the Facility Lessee is obligated to indemnify the Owner Participant under the Tax Indemnity Agreement (or which are expressly excluded from indemnification thereunder); Taxes that are imposed on a Tax Indemnitee (other than a Certificateholder Indemnitee) resulting from the Owner Lessor not being treated as a grantor trust or other conduit entity for federal, state or local income tax purposes, but only to the extent such Taxes exceed Taxes indemnified hereunder that otherwise would have been imposed and are otherwise indemnifiable; Taxes imposed on a Tax Indemnitee that are attributable to the failure of such Tax Indemnitee to comply with certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes; provided that the foregoing exclusion shall only apply if such compliance is required by statute or regulation of the jurisdiction imposing such Taxes as a precondition to relief or exemption from or reduction in such Taxes, such Tax Indemnitee is eligible to comply with such requirement, the Facility Lessee shall have given such Tax Indemnitee timely written notice of such requirement and the Tax Indemnitee shall have determined in good faith that compliance with any such requirement shall not result in any identified non-immaterial adverse effect to its interests or to those of its Affiliates; Taxes consisting of interest, penalties, additions to tax or fines resulting from a failure of such Tax Indemnitee to properly and timely file returns as required by a taxing authority unless such failure is attributable to the Facility Lessee not providing information that it is expressly required to provide under the Operative Documents; Taxes imposed on any Tax Indemnitee resulting from an amendment, modification, supplement to or waiver of any provision of, any Operative Document which amendment, modification, supplement or waiver was not requested by or consented to by the Facility Lessee, and as to which the Facility Lessee is not a party and the Tax Indemnitee (or, in the case of the Administrative AgentOwner Participant, in which it has an office location the Owner Lessor if acting at which it performs its duties as Administrative Agentthe express direction of the Owner Participant or any Related Party) is a party, (ii) in the case of any Lender Party provided that this exclusion shall not apply if such amendment, modification, supplement or Administrative Agent that is organized under the laws of a jurisdiction outside the United States of America, any withholding tax that waiver (A) was required by applicable law or the Operative Documents, (B) may be necessary or appropriate to, and is in effect and applies conformity with, any amendment to amounts payable any Operative Document requested by the Borrower under this Agreement, the Notes or any other Loan Document to or for the benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Office) except, Facility Lessee in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, to the extent that such Lender Party is entitled at the time it designates a new Applicable Lending Office, or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may be, to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.10(a)writing, or (BC) is attributable was expressly consented to such Lender Party’s failure to comply with Section 2.10(f) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception froma Calpine Party in writing; Taxes imposed as a result of, or reduced rate ofin connection with, withholding upon completion any "prohibited transaction," within the meaning of Section 4975 of the Internal Revenue Service Form at the time requiredCode, (iii) Section 406 of ERISA or any Tax that is imposed comparable laws of any Governmental Entity, engaged in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee (which for this purpose shall include any ERISA Affiliate thereof) resulting from the breach by such Tax Indemnitee of all or any part of its interest representations or warranties contained in this Section 3.4(g) or Section 8.2 of the Participation Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government or other taxation authority in any jurisdiction ; Taxes to the extent such Taxes would not have been imposed on a Tax is attributable to a connection between such jurisdiction and Indemnitee if such Tax Indemnitee other than were a connection arising from United States Person; and Taxes imposed that would not have been imposed on a Tax Indemnitee but for the activities in the taxing jurisdiction of such Tax Indemnitee or any Affiliate thereof unrelated to the transactions contemplated by this Agreement the Operative Documents other than Taxes that are or are in the nature of sales, use, rental or license taxes or value added taxes (except to the extent value added taxes are imposed in clear and the other Loan Documentsdirect substitution for income taxes) or property taxes.
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Excluded Taxes. For The indemnity provided for in paragraph (a) above shall not extend to any of the purposes of this Section 2.10, “following Taxes (the "Excluded Taxes” means, with respect to any Lender Party, the Administrative Agent and any other Person entitled to receive a payment to be made by or on account of any obligation of the Borrower hereunder or under the Notes (each of which is called herein a “Tax Indemnitee”), (i) any "): Taxes which are imposed on or with respect to, or measured by, the net income of such Tax Indemnitee and which are imposed by the United States federal government or any state or local government, any political subdivision of Americaany of the foregoing, imposed on, based on or measured by gross or net income, receipts, capital gain, capital or net worth, or by any government conduct of business (other than, in each case, Taxes that are or other taxation authority are in the jurisdiction under nature of sales, use, rental, license, value added (to the laws extent value added taxes are not imposed in clear and direct substitution for income taxes) or property taxes) ("Income Taxes"), including any such Taxes collected by way of which withholding, minimum or alternative minimum taxes, and franchise taxes; provided that this exclusion (i) shall not affect any express requirement that payments be made on an "after-tax" basis; Taxes imposed on a Tax Indemnitee other than a Certificateholder Indemnitee that are attributable to any act, event or omission by such Tax Indemnitee is organized that occurs after expiration or other termination of the Facility Lease and surrender of the Undivided Interest to the Owner Lessor or its successors (or in which its principal office is located the case of a Certificateholder Indemnitee, Taxes imposed for any period after the repayment of the Lease Debt) in accordance with the Facility Lease, (as opposed to any act, event or omission occurring prior to or simultaneous with such expiration, termination or surrender (or, in the case of a Certificateholder Indemnitee, such repayment)), provided that this exclusion shall not apply so long as a Lease Event of Default shall have occurred and be continuing; Taxes imposed on a Tax Indemnitee that are attributable to the gross negligence or willful misconduct of such Tax Indemnitee, unless such negligence or misconduct is imputed to such Tax Indemnitee solely as a result of its participation in the transactions contemplated by the Operative Documents and the FILOT Lease (giving effect to its assignment to the Owner Lessor pursuant to the Assignment Agreement) and not as a result of any Lender Party, in which action or inaction by such Tax Indemnitee; Taxes imposed on a Tax Indemnitee arising from a breach by such Tax Indemnitee of any of its Applicable Lending Offices representations, warranties or covenants under any Operative Document except to the extent attributable to any breach by the Facility Lessee or any other Calpine Party of any covenant, representation or warranty contained in any Operative Document; Taxes (A) that are attributable to any voluntary direct or indirect assignment, sale, transfer or other voluntary disposition or an involuntary direct or indirect transfer or disposition arising out of or caused by a bankruptcy or similar proceeding for relief of debtors in which such Tax Indemnitee is located a debtor or a foreclosure by a creditor of (1) in the case of the Owner Lessor or the Owner Participant, the Owner Participant of all or part of its Member Interest or Undivided Interest, (2) in the case of the Owner Lessor or the Owner Participant, the Owner Lessor of all or part of its interest in the Facility or the Facility Site (other than to a successor Lessor Manager), or (3) in the case of the Indenture Trustee, the Indenture Trustee of any interest in the Lease Debt or the Indenture Estate, or (4) in the case of the Owner Lessor or the Owner Participant any direct or indirect interest in the Owner Lessor or the Owner Participant, including by reason of an election made pursuant to Section 338 of the Code, in each case to the extent imposed by reason of any transfer described in this clause (v)(A), or (B) to the extent that, under law in effect on the date of the transfer such Taxes exceed the amount of Taxes that would be indemnified hereunder had there been no such assignment, sale, transfer or other voluntary disposition, unless such transfer or disposition occurs during the continuance of a Lease Event of Default or is otherwise pursuant to the Facility Lessee's exercise of its rights under the Operative Documents; provided that this exclusion shall not apply with respect to any initial syndication of interests in the Owner Participant accomplished prior to December 29, 2001; Taxes imposed on a Tax Indemnitee that would not have been imposed but for the creation or existence of any Owner Lessor's Lien or Owner Participant's Lien attributable to such Tax Indemnitee; Taxes that are included as a part of the cost of the Facility; Taxes imposed on the Lessor Manager or the Indenture Trustee that are based on or measured by the fees or other compensation received by the Lessor Manager or Indenture Trustee for acting in their respective capacities. With respect to the Owner Participant, Taxes for which the Facility Lessee is obligated to indemnify the Owner Participant under the Tax Indemnity Agreement (or which are expressly excluded from indemnification thereunder); Taxes that are imposed on a Tax Indemnitee (other than a Certificateholder Indemnitee) resulting from the Owner Lessor not being treated as a grantor trust or other conduit entity for federal, state or local income tax purposes, but only to the extent such Taxes exceed Taxes indemnified hereunder that otherwise would have been imposed and are otherwise indemnifiable; Taxes imposed on a Tax Indemnitee that are attributable to the failure of such Tax Indemnitee to comply with certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes; provided that the foregoing exclusion shall only apply if such compliance is required by statute or regulation of the jurisdiction imposing such Taxes as a precondition to relief or exemption from or reduction in such Taxes, such Tax Indemnitee is eligible to comply with such requirement, the Facility Lessee shall have given such Tax Indemnitee timely written notice of such requirement and the Tax Indemnitee shall have determined in good faith that compliance with any such requirement shall not result in any identified non-immaterial adverse effect to its interests or to those of its Affiliates; Taxes consisting of interest, penalties, additions to tax or fines resulting from a failure of such Tax Indemnitee to properly and timely file returns as required by a taxing authority unless such failure is attributable to the Facility Lessee not providing information that it is expressly required to provide under the Operative Documents; Taxes imposed on any Tax Indemnitee resulting from an amendment, modification, supplement to or waiver of any provision of, any Operative Document which amendment, modification, supplement or waiver was not requested by or consented to by the Facility Lessee, and as to which the Facility Lessee is not a party and the Tax Indemnitee (or, in the case of the Administrative AgentOwner Participant, in which it has an office location the Owner Lessor if acting at which it performs its duties as Administrative Agentthe express direction of the Owner Participant or any Related Party) is a party, (ii) in the case of any Lender Party provided that this exclusion shall not apply if such amendment, modification, supplement or Administrative Agent that is organized under the laws of a jurisdiction outside the United States of America, any withholding tax that waiver (A) was required by applicable law or the Operative Documents, (B) may be necessary or appropriate to, and is in effect and applies conformity with, any amendment to amounts payable any Operative Document requested by the Borrower under this Agreement, the Notes or any other Loan Document to or for the benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Office) except, Facility Lessee in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, to the extent that such Lender Party is entitled at the time it designates a new Applicable Lending Office, or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may be, to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.10(a)writing, or (BC) is attributable was expressly consented to such Lender Party’s failure to comply with Section 2.10(f) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception froma Calpine Party in writing; Taxes imposed as a result of, or reduced rate ofin connection with, withholding upon completion any "prohibited transaction," within the meaning of Section 4975 of the Internal Revenue Service Form at the time requiredCode, (iii) Section 406 of ERISA or any Tax that is imposed comparable laws of any Governmental Entity, engaged in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee (which for this purpose shall include any ERISA Affiliate thereof) resulting from the breach by such Tax Indemnitee of all or any part of its interest representations or warranties contained in this Section 3.4(g) or Section 8.2 of the Participation Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government or other taxation authority in any jurisdiction ; Taxes to the extent such Taxes would not have been imposed on a Tax is attributable to a connection between such jurisdiction and Indemnitee if such Tax Indemnitee other than were a connection arising from United States Person; and Taxes imposed that would not have been imposed on a Tax Indemnitee but for the activities in the taxing jurisdiction of such Tax Indemnitee or any Affiliate thereof unrelated to the transactions contemplated by this Agreement the Operative Documents other than Taxes that are or are in the 60 nature of sales, use, rental or license taxes or value added taxes (except to the extent value added taxes are imposed in clear and the other Loan Documentsdirect substitution for income taxes) or property taxes.
Appears in 1 contract
Excluded Taxes. For The indemnity provided for in paragraph (a) above shall not extend to any of the purposes of this Section 2.10, “following Taxes (the "Excluded Taxes” means, with respect to any Lender Party, the Administrative Agent and any other Person entitled to receive a payment to be made by or on account of any obligation of the Borrower hereunder or under the Notes (each of which is called herein a “Tax Indemnitee”), (i) any "): Taxes which are imposed on or with respect to, or measured by, the net income of such Tax Indemnitee and which are imposed by the United States federal government or any state or local government, any political subdivision of Americaany of the foregoing, imposed on, based on or measured by gross or net income, receipts, capital gain, capital or net worth, or by any government conduct of business (other than, in each case, Taxes that are or other taxation authority are in the jurisdiction under nature of sales, use, rental, license, value added (to the laws extent value added taxes are not imposed in clear and direct substitution for income taxes) or property taxes) ("Income Taxes"), including any such Taxes collected by way of which withholding, minimum or alternative minimum taxes, and franchise taxes; provided that this exclusion (i) shall not affect any express requirement that payments be made on an "after-tax" basis; Taxes imposed on a Tax Indemnitee other than a Certificateholder Indemnitee that are attributable to any act, event or omission by such Tax Indemnitee is organized that occurs after expiration or other termination of the Facility Lease and surrender of the Undivided Interest to the Owner Lessor or its successors (or in which its principal office is located the case of a Certificateholder Indemnitee, Taxes imposed for any period after the repayment of the Lease Debt) in accordance with the Facility Lease, (as opposed to any act, event or omission occurring prior to or simultaneous with such expiration, termination or surrender (or, in the case of a Certificateholder Indemnitee, such repayment)), provided that this exclusion shall not apply so long as a Lease Event of Default shall have occurred and be continuing; Taxes imposed on a Tax Indemnitee that are attributable to the gross negligence or willful misconduct of such Tax Indemnitee, unless such negligence or misconduct is imputed to such Tax Indemnitee solely as a result of its participation in the transactions contemplated by the Operative Documents and not as a result of any Lender Party, in which action or inaction by such Tax Indemnitee; Taxes imposed on a Tax Indemnitee arising from a breach by such Tax Indemnitee of any of its Applicable Lending Offices representations, warranties or covenants under any Operative Document except to the extent attributable to any breach by the Facility Lessee or any other Calpine Party of any covenant, representation or warranty contained in any Operative Document; Taxes (A) that are attributable to any voluntary direct or indirect assignment, sale, transfer or other voluntary disposition or an involuntary direct or indirect transfer or disposition arising out of or caused by a bankruptcy or similar proceeding for relief of debtors in which such Tax Indemnitee is located a debtor or a foreclosure by a creditor of (1) in the case of the Owner Lessor or the Owner Participant, the Owner Participant of all or part of its Member Interest or Undivided Interest, (2) in the case of the Owner Lessor or the Owner Participant, the Owner Lessor of all or part of its interest in the Facility or the Facility Site (other than to a successor Lessor Manager), or (3) in the case of the Indenture Trustee, the Indenture Trustee of any interest in the Lease Debt or the Indenture Estate, or (4) in the case of the Owner Lessor or the Owner Participant any direct or indirect interest in the Owner Lessor or the Owner Participant, including by reason of an election made pursuant to Section 338 of the Code, in each case to the extent imposed by reason of any transfer described in this clause (v)(A), or (B) to the extent that, under law in effect on the date of the transfer such Taxes exceed the amount of Taxes that would be indemnified hereunder had there been no such assignment, sale, transfer or other voluntary disposition, unless such transfer or disposition occurs during the continuance of a Lease Event of Default or is otherwise pursuant to the Facility Lessee's exercise of its rights under the Operative Documents; provided that this exclusion shall not apply with respect to any initial syndication of interests in the Owner Participant accomplished prior to December 29, 2001; Taxes imposed on a Tax Indemnitee that would not have been imposed but for the creation or existence of any Owner Lessor's Lien or Owner Participant's Lien attributable to such Tax Indemnitee; Taxes that are included as a part of the cost of the Facility; Taxes imposed on the Lessor Manager or the Indenture Trustee that are based on or measured by the fees or other compensation received by the Lessor Manager or Indenture Trustee for acting in their respective capacities. With respect to the Owner Participant, Taxes for which the Facility Lessee is obligated to indemnify the Owner Participant under the Tax Indemnity Agreement (or which are expressly excluded from indemnification thereunder); Taxes that are imposed on a Tax Indemnitee (other than a Certificateholder Indemnitee) resulting from the Owner Lessor not being treated as a grantor trust or other conduit entity for federal, state or local income tax purposes, but only to the extent such Taxes exceed Taxes indemnified hereunder that otherwise would have been imposed and are otherwise indemnifiable; Taxes imposed on a Tax Indemnitee that are attributable to the failure of such Tax Indemnitee to comply with certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes; provided that the foregoing exclusion shall only apply if such compliance is required by statute or regulation of the jurisdiction imposing such Taxes as a precondition to relief or exemption from or reduction in such Taxes, such Tax Indemnitee is eligible to comply with such requirement, the Facility Lessee shall have given such Tax Indemnitee timely written notice of such requirement and the Tax Indemnitee shall have determined in good faith that compliance with any such requirement shall not result in any identified non-immaterial adverse effect to its interests or to those of its Affiliates; Taxes consisting of interest, penalties, additions to tax or fines resulting from a failure of such Tax Indemnitee to properly and timely file returns as required by a taxing authority unless such failure is attributable to the Facility Lessee not providing information that it is expressly required to provide under the Operative Documents; Taxes imposed on any Tax Indemnitee resulting from an amendment, modification, supplement to or waiver of any provision of, any Operative Document which amendment, modification, supplement or waiver was not requested by or consented to by the Facility Lessee, and as to which the Facility Lessee is not a party and the Tax Indemnitee (or, in the case of the Administrative AgentOwner Participant, in which it has an office location the Owner Lessor if acting at which it performs its duties as Administrative Agentthe express direction of the Owner Participant or any Related Party) is a party, (ii) in the case of any Lender Party provided that this exclusion shall not apply if such amendment, modification, supplement or Administrative Agent that is organized under the laws of a jurisdiction outside the United States of America, any withholding tax that waiver (A) was required by applicable law or the Operative Documents, (B) may be necessary or appropriate to, and is in effect and applies conformity with, any amendment to amounts payable any Operative Document requested by the Borrower under this Agreement, the Notes or any other Loan Document to or for the benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Office) except, Facility Lessee in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, to the extent that such Lender Party is entitled at the time it designates a new Applicable Lending Office, or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may be, to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.10(a)writing, or (BC) is attributable was expressly consented to such Lender Party’s failure to comply with Section 2.10(f) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception froma Calpine Party in writing; Taxes imposed as a result of, or reduced rate ofin connection with, withholding upon completion any "prohibited transaction," within the meaning of Section 4975 of the Internal Revenue Service Form at the time requiredCode, (iii) Section 406 of ERISA or any Tax that is imposed comparable laws of any Governmental Entity, engaged in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee (which for this purpose shall include any ERISA Affiliate thereof) resulting from the breach by such Tax Indemnitee of all or any part of its interest representations or warranties contained in this Section 3.4(g) or Section 8.2 of the Participation Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government or other taxation authority in any jurisdiction ; Taxes to the extent such Taxes would not have been imposed on a Tax is attributable to a connection between such jurisdiction and Indemnitee if such Tax Indemnitee other than were a connection arising from United States Person; and Taxes imposed that would not have been imposed on a Tax Indemnitee but for the activities in the taxing jurisdiction of such Tax Indemnitee or any Affiliate thereof unrelated to the transactions contemplated by this Agreement the Operative Documents other than Taxes that are or are in the nature of sales, use, rental or license taxes, value added taxes (except to the extent value added taxes are imposed in clear and the other Loan Documentsdirect substitution for income taxes) or property taxes.
Appears in 1 contract
Excluded Taxes. For the purposes of this Section 2.10, “Excluded Taxes” means, with respect to any Lender Party, the Administrative Agent and any other Person entitled to receive a payment to be made by or on account of any obligation Any of the Borrower hereunder or under the Notes (each of which is called herein a “Tax Indemnitee”), (i) any Taxes which are following taxes imposed on or with respect toto the Agent or any Lender or required to be withheld or deducted from a payment to the Agent or any Lender, (i) taxes imposed on or measured byby net income, branch profits taxes or franchise taxes imposed on the net income Agent or any Lender, in each case, (a) imposed as a result of the Agent or such Tax Indemnitee and which are imposed by the United States of America, or by any government or other taxation authority in the jurisdiction Lender being organized under the laws of which such Tax Indemnitee is organized of, or in which having its principal office is located or, in the case of any Lender PartyLender, in which any of its Applicable Lending Offices is applicable lending office, located or, in the case of the Administrative Agent, in which it has an office location at which it performs its duties as Administrative Agentjurisdiction imposing such tax (or any political subdivision thereof) or (b) that are Other Connection Taxes, (ii) in the case of any Lender Party or Administrative Agent that is organized under the laws of a jurisdiction outside the Lender, United States federal withholding taxes imposed on amounts payable to or for the account of America, any withholding tax that (A) is such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect and applies on the date on which such Lender acquires such interest in the Loan or Commitment (other than pursuant to amounts payable an assignment request by the Borrower under this Agreement§§2.13(b), the Notes 4.14 or any other Loan Document to 18.8) or for the benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Office) exceptchanges its lending office, except in the each case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, to the extent that such Lender Party is entitled at the time it designates a new Applicable Lending Officethat, or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party pursuant to this Agreement, as the case may be, to receive additional amounts from the Borrower with respect to any withholding tax pursuant such taxes were payable either to Section 2.10(a), such Lender’s assignor immediately before such Lender became a party hereto or (B) is attributable to such Lender Partyimmediately before it changed its lending office, (iii) taxes attributable to the Agent’s or such Lender’s failure to comply with Section 2.10(f§4.3(c) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception from, or reduced rate of, withholding upon completion of the Internal Revenue Service Form at the time required, (iii) any Tax that is imposed in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee of all or any part of its interest in this Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government Excluded FATCA Tax. Excluded FATCA Tax. Any tax, assessment or other taxation authority in any jurisdiction governmental charge imposed on a Lender under FATCA, to the extent such Tax is attributable applicable to a connection between such jurisdiction and such Tax Indemnitee other than a connection arising from the transactions contemplated by this Agreement and Agreement, that would not have been imposed but for a failure by a Lender (or any financial institution through which any payment is made to such Lender) to comply with the other Loan Documentsrequirements of FATCA.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Agreement (American Realty Capital Healthcare Trust II, Inc.)
Excluded Taxes. For the purposes of this Section 2.10, “Excluded Taxes” means, with With respect to any Lender PartyAgent, any Bank, the Administrative Agent and Issuing Bank or any other Person entitled to receive a recipient of any payment to be made by or on account of any obligation of the any Borrower hereunder or under the Notes (each of which is called herein a “Tax Indemnitee”)hereunder, (ia) any Taxes which are taxes imposed on or with respect to, or measured by, the by its overall net income or profits (however denominated), and franchise taxes imposed on it (in lieu of such Tax Indemnitee and which are imposed net income taxes), by the United States of America, jurisdiction (or by any government or other taxation authority in the jurisdiction political subdivision thereof) under the laws Laws of which such Tax Indemnitee recipient is organized or in which its principal office is located or, in the case of any Lender PartyBank, in which its applicable lending office is located, (b) any of its Applicable Lending Offices is located or, in branch profits taxes imposed by the case of the Administrative Agent, United States or any similar tax imposed by any other jurisdiction in which it has an office location at which it performs its duties as Administrative Agentsuch Borrower is located, (iic) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Bank that has failed to comply with clause (A) of §6.2(a)(ii), (d) in the case of any Lender Party or Administrative Agent that is organized a Bank (other than an assignee pursuant to a request by the Borrowers under the laws of a jurisdiction outside the United States of America§6.14), any withholding tax that (Ai) is in effect and applies required to be imposed on amounts payable by to a Bank pursuant to the Borrower under this Agreement, Laws in force on the Notes Closing Date or any other Loan Document to or for the benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Officeii) except, in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, is attributable to such Bank’s failure (other than as a result of a Change in Law) to comply with clause (B) of §6.2(a)(ii), except to the extent that such Lender Party is entitled Bank (or its assignor, if any) was entitled, at the time it designates of designation of a new Applicable Lending Office, lending office (or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may beassignment), to receive additional amounts from the such Borrower with respect to any such withholding tax pursuant to Section 2.10(a), or (B) is attributable to such Lender Party’s failure to comply with Section 2.10(f§19(a)(ii) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception from, or reduced rate of, withholding upon completion of the Internal Revenue Service Form at the time required, (iii) and (e) any Tax that is U.S. federal withholding Taxes imposed in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee of all or any part of its interest pursuant to FATCA. Notwithstanding anything to the contrary contained in this Agreementdefinition, the Notes “Excluded Taxes” shall not include any withholding tax imposed at any time on payments made by or on behalf of a Foreign Obligor to any Bank hereunder or under any other Loan Documents other than during the continuance of an Event of DefaultDocument, and (ivprovided that such Bank shall have complied with §6.2(a)(i) any Tax imposed by any government or other taxation authority in any jurisdiction to the extent such Tax is attributable to a connection between such jurisdiction and such Tax Indemnitee other than a connection arising from the transactions contemplated by this Agreement and the other Loan DocumentsBank may lawfully do so.
Appears in 1 contract
Samples: Global Revolving Credit Agreement (Ryder System Inc)
Excluded Taxes. For the purposes of this Section 2.10, “Excluded Taxes” means, with With respect to the Agent, any Lender PartyLender, the Administrative Agent and L/C Issuer or any other Person entitled to receive a recipient of any payment to be made by or on account of any obligation of the Borrower hereunder hereunder, (a) taxes imposed on or under measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes) as a result of a connection -11- 2076882.7 between the Notes Agent, such Lender or the L/C Issuer and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (each of which is called herein other than any such connection arising solely from the Agent, such Lender or the L/C Issuer having executed, delivered, enforced, become a “Tax Indemnitee”party to, performed its obligations under, received payments under, and/or engaged in any other transaction pursuant to, any Loan Document), (ib) any Taxes which are imposed on or with respect to, or measured by, the net income of such Tax Indemnitee and which are branch profits taxes imposed by the United States or any similar tax imposed as a result of Americaa connection between the Agent, such Lender or by any government or other taxation authority in the L/C Issuer and the jurisdiction under the laws of which such Tax Indemnitee is organized or in which its principal office is located or, in the case of any Lender Party, in which any of its Applicable Lending Offices is located or, in the case of the Administrative Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Agent, such Lender or the L/C Issuer having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, and/or engaged in which it has an office location at which it performs its duties as Administrative Agentany other transaction pursuant to, any Loan Document), (iic) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §4.4(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under §31), any Lender Party or Administrative Agent that is organized under the laws of a jurisdiction outside the United States of America, any withholding tax that (Ai) is in effect and applies required to be imposed on amounts payable by to such Foreign Lender pursuant to the Borrower under this Agreement, the Notes or any other Loan Document to or for the benefit of such Lender Party Laws in force at the time such Foreign Lender Party becomes a party to this Agreement hereto (or designates a new Applicable Lending Office) exceptor (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of §4.4(e)(ii), in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, except to the extent that such Foreign Lender Party is entitled (or its assignor, if any) was entitled, at the time it designates of designation of a new Applicable Lending Office, Office (or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may beassignment), to receive additional amounts from the Borrower with respect to any such withholding tax pursuant to Section 2.10(a), §4.4(a)(ii) or (B) is attributable c). Executive Order. Has the meaning ascribed to such Lender Party’s failure to comply with Section 2.10(f) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception from, or reduced rate of, withholding upon completion of the Internal Revenue Service Form at the time required, (iii) any Tax that is imposed term in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee of all or any part of its interest in this Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government or other taxation authority in any jurisdiction to the extent such Tax is attributable to a connection between such jurisdiction and such Tax Indemnitee other than a connection arising from the transactions contemplated by this Agreement and the other Loan Documents§6.26.
Appears in 1 contract
Samples: Credit Agreement (Monmouth Real Estate Investment Corp)
Excluded Taxes. For The indemnity provided for in paragraph (a) above shall not extend to any of the purposes of this Section 2.10, “following Taxes (the "Excluded Taxes” means, with respect to any Lender Party, the Administrative Agent and any other Person entitled to receive a payment to be made by or on account of any obligation of the Borrower hereunder or under the Notes (each of which is called herein a “Tax Indemnitee”), (i) any "): Taxes which are imposed on or with respect to, or measured by, the net income of such Tax Indemnitee and which are imposed by the United States federal government or any state or local government, any political subdivision of Americaany of the foregoing, imposed on, based on or measured by gross or net income, receipts, capital gain, capital or net worth, or by any government conduct of business (other than, in each case, Taxes that are or other taxation authority are in the jurisdiction under nature of sales, use, rental, license, value added (to the laws extent value added taxes are not imposed in clear and direct substitution for income taxes) or property taxes) ("Income Taxes"), including any such Taxes collected by way of which withholding, minimum or alternative minimum taxes, and franchise taxes; provided that this exclusion (i) shall not affect any express requirement that payments be made on an "after-tax" basis; Taxes imposed on a Tax Indemnitee other than a Certificateholder Indemnitee that are attributable to any act, event or omission by such Tax Indemnitee is organized that occurs after expiration or other termination of the Facility Lease and surrender of the Undivided Interest to the Owner Lessor or its successors (or in which its principal office is located the case of a Certificateholder Indemnitee, Taxes imposed for any period after the repayment of the Lease Debt) in accordance with the Facility Lease, (as opposed to any act, event or omission occurring prior to or simultaneous with such expiration, termination or surrender (or, in the case of a Certificateholder Indemnitee, such repayment)), provided that this exclusion shall not apply so long as a Lease Event of Default shall have occurred and be continuing; Taxes imposed on a Tax Indemnitee that are attributable to the gross negligence or willful misconduct of such Tax Indemnitee, unless such negligence or misconduct is imputed to such Tax Indemnitee solely as a result of its participation in the transactions contemplated by the Operative Documents and the FILOT Lease (giving effect to its assignment to the Owner Lessor pursuant to the Assignment Agreement) and not as a result of any Lender Party, in which action or inaction by such Tax Indemnitee; Taxes imposed on a Tax Indemnitee arising from a breach by such Tax Indemnitee of any of its Applicable Lending Offices representations, warranties or covenants under any Operative Document except to the extent attributable to any breach by the Facility Lessee or any other Calpine Party of any covenant, representation or warranty contained in any Operative Document; Taxes (A) that are attributable to any voluntary direct or indirect assignment, sale, transfer or other voluntary disposition or an involuntary direct or indirect transfer or disposition arising out of or caused by a bankruptcy or similar proceeding for relief of debtors in which such Tax Indemnitee is located a debtor or a foreclosure by a creditor of (1) in the case of the Owner Lessor or the Owner Participant, the Owner Participant of all or part of its Member Interest or Undivided Interest, (2) in the case of the Owner Lessor or the Owner Participant, the Owner Lessor of all or part of its interest in the Facility or the Facility Site (other than to a successor Lessor Manager), or (3) in the case of the Indenture Trustee, the Indenture Trustee of any interest in the Lease Debt or the Indenture Estate, or (4) in the case of the Owner Lessor or the Owner Participant any direct or indirect interest in the Owner Lessor or the Owner Participant, including by reason of an election made pursuant to Section 338 of the Code, in each case to the extent imposed by reason of any transfer described in this clause (v)(A), or (B) to the extent that, under law in effect on the date of the transfer such Taxes exceed the amount of Taxes that would be indemnified hereunder had there been no such assignment, sale, transfer or other voluntary disposition, unless such transfer or disposition occurs during the continuance of a Lease Event of Default or is otherwise pursuant to the Facility Lessee's exercise of its rights under the Operative Documents; provided that this exclusion shall not apply with respect to any initial syndication of interests in the Owner Participant accomplished prior to December 29, 2001; Taxes imposed on a Tax Indemnitee that would not have been imposed but for the creation or existence of any Owner Lessor's Lien or Owner Participant's Lien attributable to such Tax Indemnitee; Taxes that are included as a part of the cost of the Facility; Taxes imposed on the Lessor Manager or the Indenture Trustee that are based on or measured by the fees or other compensation received by the Lessor Manager or Indenture Trustee for acting in their respective capacities. With respect to the Owner Participant, Taxes for which the Facility Lessee is obligated to indemnify the Owner Participant under the Tax Indemnity Agreement (or which are expressly excluded from indemnification thereunder); Taxes that are imposed on a Tax Indemnitee (other than a Certificateholder Indemnitee) resulting from the Owner Lessor not being treated as a grantor trust or other conduit entity for federal, state or local income tax purposes, but only to the extent such Taxes exceed Taxes indemnified hereunder that otherwise would have been imposed and are otherwise indemnifiable; Taxes imposed on a Tax Indemnitee that are attributable to the failure of such Tax Indemnitee to comply with certification, information, documentation, reporting or other similar requirements concerning the nationality, residence, identity or connection with the jurisdiction imposing such Taxes; provided that the foregoing exclusion shall only apply if such compliance is required by statute or regulation of the jurisdiction imposing such Taxes as a precondition to relief or exemption from or reduction in such Taxes, such Tax Indemnitee is eligible to comply with such requirement, the Facility Lessee shall have given such Tax Indemnitee timely written notice of such requirement and the Tax Indemnitee shall have determined in good faith that compliance with any such requirement shall not result in any identified non-immaterial adverse effect to its interests or to those of its Affiliates; Taxes consisting of interest, penalties, additions to tax or fines resulting from a failure of such Tax Indemnitee to properly and timely file returns as required by a taxing authority unless such failure is attributable to the Facility Lessee not providing information that it is expressly required to provide under the Operative Documents; Taxes imposed on any Tax Indemnitee resulting from an amendment, modification, supplement to or waiver of any provision of, any Operative Document which amendment, modification, supplement or waiver was not requested by or consented to by the Facility Lessee, and as to which the Facility Lessee is not a party and the Tax Indemnitee (or, in the case of the Administrative AgentOwner Participant, in which it has an office location the Owner Lessor if acting at which it performs its duties as Administrative Agentthe express direction of the Owner Participant or any Related Party) is a party, (ii) in the case of any Lender Party provided that this exclusion shall not apply if such amendment, modification, supplement or Administrative Agent that is organized under the laws of a jurisdiction outside the United States of America, any withholding tax that waiver (A) was required by applicable law or the Operative Documents, (B) may be necessary or appropriate to, and is in effect and applies conformity with, any amendment to amounts payable any Operative Document requested by the Borrower under this Agreement, the Notes or any other Loan Document to or for the benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Office) except, Facility Lessee in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, to the extent that such Lender Party is entitled at the time it designates a new Applicable Lending Office, or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may be, to receive additional amounts from the Borrower with respect to any withholding tax pursuant to Section 2.10(a)writing, or (BC) is attributable was expressly consented to such Lender Party’s failure to comply with Section 2.10(f) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception froma Calpine Party in writing; Taxes imposed as a result of, or reduced rate ofin connection with, withholding upon completion any "prohibited transaction," within the meaning of Section 4975 of the Internal Revenue Service Form at the time requiredCode, (iii) Section 406 of ERISA or any Tax that is imposed comparable laws of any Governmental Entity, engaged in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee (which for this purpose shall include any ERISA Affiliate thereof) resulting from the breach by such Tax Indemnitee of all or any part of its interest representations or warranties contained in this Section 3.4(g) or Section 8.2 of the Participation Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government or other taxation authority in any jurisdiction ; Taxes to the extent such Taxes would not have been imposed on a Tax is attributable to a connection between such jurisdiction and Indemnitee if such Tax Indemnitee other than were a connection arising from United States Person; and Taxes imposed that would not have been imposed on a Tax Indemnitee but for the activities in the taxing jurisdiction of such Tax Indemnitee or any Affiliate thereof unrelated to the transactions contemplated by this Agreement the Operative Documents other than Taxes that are or are in the nature of sales, use, rental or license taxes or value added taxes (except to the extent value added taxes are imposed in clear and the other Loan Documentsdirect substitution for income taxes) or property taxes.
Appears in 1 contract
Excluded Taxes. For the purposes of this Section 2.10, “Excluded Taxes” means, with With respect to the Agent, any Lender PartyLender, the Administrative Agent and L/C Issuer or any other Person entitled to receive a recipient of any payment to be made by or on account of any obligation of the Borrower hereunder hereunder, (a) taxes imposed on or under measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes) as a result of a connection between the Notes Agent, such Lender or the L/C Issuer and the jurisdiction of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (each of which is called herein other than any such connection arising solely from the Agent, such Lender or the L/C Issuer having executed, delivered, enforced, become a “Tax Indemnitee”party to, performed its obligations under, received payments under, and/or engaged in any other transaction pursuant to, any Loan Document), (ib) any Taxes which are imposed on or with respect to, or measured by, the net income of such Tax Indemnitee and which are branch profits taxes imposed by the United States or any similar tax imposed as a result of Americaa connection between the Agent, such Lender or by any government or other taxation authority in the L/C Issuer and the jurisdiction under the laws of which such Tax Indemnitee is organized or in which its principal office is located or, in the case of any Lender Party, in which any of its Applicable Lending Offices is located or, in the case of the Administrative Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than any such connection arising solely from the Agent, such Lender or the L/C Issuer having executed, delivered, enforced, become a party to, performed its obligations under, received payments under, and/or engaged in which it has an office location at which it performs its duties as Administrative Agentany other transaction pursuant to, any Loan Document), (iic) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with clause (A) of §4.4(e)(ii), and (d) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under §31), any Lender Party or Administrative Agent that is organized under the laws of a jurisdiction outside the United States of America, any withholding tax that (Ai) is in effect and applies required to be imposed on amounts payable by to such Foreign Lender pursuant to the Borrower under this Agreement, the Notes or any other Loan Document to or for the benefit of such Lender Party Laws in force at the time such Foreign Lender Party becomes a party to this Agreement hereto (or designates a new Applicable Lending Office) exceptor (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of §4.4(e)(ii), in the case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, except to the extent that such Foreign Lender Party is entitled (or its assignor, if any) was entitled, at the time it designates of designation of a new Applicable Lending Office, Office (or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party to this Agreement, as the case may beassignment), to receive additional amounts from the Borrower with respect to any such withholding tax pursuant to Section 2.10(a), §4.4(a)(ii) or (B) is attributable to such Lender Party’s failure to comply with Section 2.10(f) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(dc), other than by reason of not being eligible for any exception from, or reduced rate of, withholding upon completion of the Internal Revenue Service Form at the time required, (iii) any Tax that is imposed in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee of all or any part of its interest in this Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government or other taxation authority in any jurisdiction to the extent such Tax is attributable to a connection between such jurisdiction and such Tax Indemnitee other than a connection arising from the transactions contemplated by this Agreement and the other Loan Documents.
Appears in 1 contract
Samples: Credit Agreement (Liberty Property Limited Partnership)
Excluded Taxes. For the purposes of this Section 2.10, “Excluded Taxes” means, with respect to any Lender Party, the Administrative Agent and any other Person entitled to receive a payment to be made by or on account of any obligation Any of the Borrower hereunder or under the Notes (each of which is called herein a “Tax Indemnitee”), (i) any Taxes which are following taxes imposed on or with respect toto the Agent or any Lender or required to be withheld or deducted from a payment to the Agent or any Lender, (i) taxes imposed on or measured byby net income, branch profits taxes or franchise taxes imposed on the net income Agent or any Lender, in each case, (a) imposed as a result of Agent or such Tax Indemnitee and which are imposed by the United States of America, or by any government or other taxation authority in the jurisdiction Lender being organized under the laws of which such Tax Indemnitee is organized of, or in which having its principal office is located or, in the case of any Lender PartyLender, in which any of its Applicable Lending Offices is applicable lending office, located or, in the case of the Administrative Agent, in which it has an office location at which it performs its duties as Administrative Agentjurisdiction imposing such tax (or any political subdivision thereof) or (b) that are Other Connection Taxes, (ii) in the case of any Lender Party or Administrative Agent that is organized under the laws of a jurisdiction outside the Lender, United States federal withholding taxes imposed on amounts payable to or for the account of America, any withholding tax that (A) is such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect and applies on the date on which such Lender acquires such interest in the Loan or Commitment (other than pursuant to amounts payable an assignment request by the Borrower under this Agreement§§2.13(b), the Notes 4.14 or any other Loan Document to 18.8) or for the benefit of such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new Applicable Lending Office) exceptchanges its lending office, except in the each case of any Lender Party that becomes a party to this Agreement or designates a new Applicable Lending Office after the Original Closing Date, to the extent that such Lender Party is entitled at the time it designates a new Applicable Lending Officethat, or to the extent that such Lender Party’s assignor was entitled at the time such Lender Party becomes a party pursuant to this Agreement, as the case may be, to receive additional amounts from the Borrower with respect to any withholding tax pursuant such taxes were payable either to Section 2.10(a)such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, or (Biii) is taxes attributable to such Lender PartyAgent’s or Lender’s failure to comply with Section 2.10(f§4.3(c) or such Administrative Agent’s failure to comply with Section 2.10(f) or 9.07(d), other than by reason of not being eligible for any exception from, or reduced rate of, withholding upon completion of the Internal Revenue Service Form at the time required, (iii) any Tax that is imposed in connection with any sale, assignment, transfer or other disposition by any Tax Indemnitee of all or any part of its interest in this Agreement, the Notes or any other Loan Documents other than during the continuance of an Event of Default, and (iv) any Tax imposed by any government Excluded FATCA Tax. Excluded FATCA Tax. Any tax, assessment or other taxation authority in any jurisdiction governmental charge imposed on a Lender under FATCA, to the extent such Tax is attributable applicable to a connection between such jurisdiction and such Tax Indemnitee other than a connection arising from the transactions contemplated by this Agreement and Agreement, that would not have been imposed but for a failure by a Lender (or any financial institution through which any payment is made to such Lender) to comply with the other Loan Documentsrequirements of FATCA.
Appears in 1 contract
Samples: Senior Unsecured Credit Agreement (American Realty Capital Healthcare Trust Inc)
