Common use of Foreign Taxes Clause in Contracts

Foreign Taxes. All payments by Holdings or a Selling Stockholder to the Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding any such tax imposed by reason of the Underwriter having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder (including, if applicable, any income or franchise tax on the overall net income of an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All Any payments by Holdings or a Selling Stockholder the Guarantor to the Underwriter Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Underwriter Agent, having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder the Agent under the Finance Documents and Transaction Documents, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to each of the Underwriter Placement Agents hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder the Company is organized, resident, resident or doing business for tax purposes (including any political subdivision therein) or has an office from any jurisdiction through which the Company or its agent makes a payment is made or deemed to be made(including any political subdivision therein), excluding (i) any such tax imposed by reason of the Underwriter such Placement Agent having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder a Placement Agent hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder the Company is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding any such tax imposed by reason of the Underwriter Underwriters having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder (including, if applicable, any income or franchise tax on the overall net income of an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the any Underwriter having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter imposed by the United States or States, by the State of New York or any other state thereof, or the District of Columbia, or any political subdivision or territory of the United States States, of any state thereof, of the District of Columbia or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the such Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the government of Colombia or any other jurisdiction in which Holdings from or such Selling Stockholder is organized, resident, doing business or has an office from through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Underwriter Underwriters having some present or former connection with the taxing any such jurisdiction other than its their participation as an Underwriter hereunder the Underwriters hereunder, and the receipt of payments hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Underwriters imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All Any payments by Holdings or a Selling Stockholder the Guarantor to the Underwriter Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Underwriter Agent, having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder the Agent under the Finance Documents and Transaction Documents, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “"Foreign Taxes”"). If Holdings or any Selling Stockholder the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding any such tax imposed by reason of the any Underwriter having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder (including, if applicable, any income or franchise tax on the overall net income of an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter such Underwriters an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Partnership Entities to each of the Underwriter Placement Agents hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any Relevant Jurisdiction or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or has the Partnership Entities have an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Underwriter such Placement Agent having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder a Placement Agent hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder is the Partnership Entities are prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder AMP to the Underwriter Xxxxxxx Xxxxx hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Australia or any other jurisdiction in which Holdings AMP has a branch or such Selling Stockholder is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Underwriter Xxxxxxx Xxxxx having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter Xxxxxxx Xxxxx imposed by the United States of America or by the State of New York or any political subdivision of the United States of America or of the State of New York) York (all such non-excluded taxes, “"Foreign Taxes”"). If Holdings or any Selling Stockholder AMP is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement by such party shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Xxxxxxx Xxxxx an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the any Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Mexico or any other jurisdiction in which Holdings the Company has a branch or such Selling Stockholder is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the any Underwriter having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an such Underwriter imposed by the United States of America or by the State of New York or any political subdivision of the United States of America or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement by such party shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings the Company or a Selling Stockholder Shareholder to the Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings the Company or such Selling Stockholder Shareholder is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding any such tax imposed by reason of the Underwriter having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder (including, if applicable, any income or franchise tax on the overall net income of an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) (all such non-excluded taxes, “Foreign Taxes”). If Holdings the Company or any Selling Stockholder Shareholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All Any payments by Holdings or a Selling Stockholder the Guarantor to the Underwriter Administrative Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Underwriter Administrative Agent, having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder the Administrative Agent under the Loan Documents and Transaction Documents, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Administrative Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York on the office of the Administrative Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Administrative Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Agent hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder the Company is organized, resident, resident or doing business for tax purposes (including any political subdivision therein) or has an office from any jurisdiction through which payment is made or deemed to be mademade (including any political subdivision therein), excluding (i) any such tax imposed by reason of the Underwriter such Agent having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder Agent hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter such Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Sales Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter each Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder the Company is organizedincorporated, resident, doing business or has an office from which payment is made or deemed to be made, excluding any such tax imposed by reason of the Underwriter Underwriters having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder (includingwhich connection includes, if applicable, any income or franchise tax on the overall net income of an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All Any payments by Holdings or a Selling Stockholder the Guarantor to the Underwriter Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Underwriter Agent, having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder the Agent under the Finance Documents, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “"Foreign Taxes”"). If Holdings or any Selling Stockholder the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the any Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or the State of New York or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Company has an office or is resident from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the such Underwriter having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an such Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Dealer Managers hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the government of the Republic of Colombia or any other jurisdiction in which Holdings from or such Selling Stockholder is organized, resident, doing business or has an office from through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Underwriter Dealer Managers having some present or former connection with the taxing any such jurisdiction other than its their participation as an Underwriter hereunder the Dealer Managers hereunder, and the receipt of payments hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Dealer Managers imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter Dealer Managers an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to each of the Underwriter Underwriters hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder the Company is organized, resident, resident or doing business for tax purposes (including any political subdivision therein) or has an office from any jurisdiction through which the Company or its agent makes a payment is made or deemed to be made(including any political subdivision therein), excluding (i) any such tax imposed by reason of the such Underwriter having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an such Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the Cayman Islands, Colombia or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Company has an office from or through which payment is made or deemed to be mademade (each, excluding a “Taxing Jurisdiction”) (such income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, “Foreign Taxes”). If any such tax Foreign Taxes are payable with respect to payments by the Company to the Underwriters hereunder, then amounts payable under this Agreement shall be increased to such amount as is necessary to yield to the Underwriters and each person controlling the Underwriter, as the case may be, an amount which, after withholding, deduction, or other payment on account of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes were withheld or deducted, except to the extent that (i) any such Foreign Tax imposed by reason of the Underwriter having some connection with the taxing jurisdiction a Taxing Jurisdiction other than its participation as an Underwriter hereunder hereunder, and (includingii) any income, if applicable, any income franchise or franchise tax other similar Foreign Tax on the overall net income of an any Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings the Issuers or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings either of the Issuers or such Selling Stockholder the Company is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding any such tax imposed by reason of the Underwriter Underwriters having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder (including, if applicable, any income or franchise tax on the overall net income of an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) (all such non-excluded taxes, “Foreign Taxes”). If Holdings the Issuers are, or any Selling Stockholder is the Company is, prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the government of Colombia or any other jurisdiction in which Holdings from or such Selling Stockholder is organized, resident, doing business or has an office from through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Underwriter Underwriters having some present or former connection with the taxing any such jurisdiction other than its their participation as an Underwriter hereunder the Underwriters hereunder, and the receipt of payments hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Underwriters imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shallAgreement, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the government of the Republic of Colombia or any other jurisdiction in which Holdings from or such Selling Stockholder is organized, resident, doing business or has an office from through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Underwriter Underwriters having some present or former connection with the taxing any such jurisdiction other than its their participation as an Underwriter hereunder the Underwriters hereunder, and the receipt of payments hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Underwriters imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Xxxx hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Canada or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Company has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Underwriter any Placement Agent having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) such Placement Agent (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Xxxx an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. (a) All payments by Holdings or a Selling Stockholder NBG to each of the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the Hellenic Republic or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or has an office from which payment is made made, or deemed to be made, excluding (i) any such tax imposed by reason of the such Underwriter having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an such Underwriter imposed by the United States or by the State of New York York, or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder If, notwithstanding the above, NBG is prevented required by operation of law or otherwise from paying, causing to be paid deduct or remitting that portion of amounts payable hereunder represented by withhold Foreign Taxes withheld or deductedfrom payments to the Underwriters, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to each of the Underwriter Placement Agents hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder the Company is organized, resident, resident or doing business for tax purposes (including any political subdivision therein) or has an office from any jurisdiction through which payment is made or deemed to be mademade (including any political subdivision therein), excluding (i) any such tax imposed by reason of the Underwriter such Placement Agent having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder a Placement Agent hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter such Placement Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter each Placement Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All Any payments by Holdings or a Selling Stockholder the Guarantor to the Underwriter Agent hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Switzerland or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the Underwriter Agent, having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder the Agent under the Finance Documents, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Agent imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York on the office of the Agent through which it is acting in connection with this transaction (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Guarantor is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement Guaranty shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the Underwriter Agent an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to each of the Underwriter Underwriters hereunder (including any underwriting discount) shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder the Company is organized, resident, resident or doing business for tax purposes (including any political subdivision therein) or has an office from any jurisdiction through which the Company or its agent makes a payment is made or deemed to be made(including any political subdivision therein), excluding (i) any such tax imposed by reason of the such Underwriter having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an such Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Initial Purchaser hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the government of the Republic of Colombia or any other jurisdiction in which Holdings from or such Selling Stockholder is organized, resident, doing business or has an office from through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Underwriter Initial Purchaser having some present or former connection with the taxing any such jurisdiction other than its their participation as an Underwriter hereunder the Initial Purchaser hereunder, and the receipt of payments hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Initial Purchaser imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter Initial Purchaser an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the any Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by Bermuda or the State of New York or any other jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or the Company has an office or is resident from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the such Underwriter having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an such Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “"Foreign Taxes”"). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the government of the Republic of Colombia or any other jurisdiction in which Holdings from or such Selling Stockholder is organized, resident, doing business or has an office from through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Underwriter Underwriters having some present or former connection with the taxing any such jurisdiction other than its their participation as an Underwriter hereunder the Underwriters hereunder, and the receipt of payments hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Underwriters imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shallAgreement, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the government of Colombia or any other jurisdiction in which Holdings from or such Selling Stockholder is organized, resident, doing business or has an office from through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Underwriter Underwriters having some present or former connection with the taxing any such jurisdiction other than its their participation as an Underwriter hereunder the Underwriters hereunder, and the receipt of payments hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Underwriters imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter Underwriters an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Issuer and the Guarantor to each of the Underwriter Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any tax authority in the Federal Republic of Germany or any other jurisdiction in which Holdings the Issuer or such Selling Stockholder is organized, resident, doing business or the Guarantor has an office from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of the such Underwriter having some connection with the taxing any such jurisdiction other than its participation as an Underwriter hereunder hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an such Underwriter imposed by the United States or by the State of New York or any political subdivision of the United States or of the State of New York) York (all such non-excluded taxes, “"Foreign Taxes”"). If Holdings or any Selling Stockholder is the Issuer and the Guarantor are prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to the each Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.

Foreign Taxes. All payments by Holdings or a Selling Stockholder the Company to the Underwriter Initial Purchasers hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the government of the Republic of Colombia or any other jurisdiction in which Holdings from or such Selling Stockholder is organized, resident, doing business or has an office from through which payment is made or deemed to be made, or any political subdivision thereof or therein excluding (i) any such tax imposed by reason of the Underwriter Initial Purchasers having some present or former connection with the taxing any such jurisdiction other than its their participation as an Underwriter hereunder the Initial Purchasers hereunder, and the receipt of payments hereunder, and (including, if applicable, ii) any income or franchise tax on the overall net income of an Underwriter the Initial Purchasers imposed by the United States or by the State of New York or any political subdivision of the United States or of the State States of New York) York (all such non-excluded taxes, “Foreign Taxes”). If Holdings or any Selling Stockholder the Company is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to the Underwriter Initial Purchasers an amount whichthat, after withholding or deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied.