Common use of Payments and Taxes Clause in Contracts

Payments and Taxes. Any and all payments made by Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Agreement or any other Loan Document Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan DocumentDocuments) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document Documents to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, Law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable by Borrower as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment within thirty (30) days of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all All payments made by Borrower the Company due under this Agreement or any other Loan Transaction Document shall be made by the Company and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future tax or any other fees, expenses, assessment or charges of any kind (including but not limited to income tax, value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty or other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by any federal, state, territorial or local government of Australia, or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of any deduction or withholding. The Company agrees that it shall be responsible for all Taxes as well as all applicable compliance and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to regulatory obligations which may arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”)Agreement. If any Indemnified Taxes shall be due, or if the Company shall be required by Law applicable law to make any deduction or withholding on account of any Taxes, or if any Tax is required to be withheld paid by the Placement Agent on account of services performed hereunder, the Company agrees to pay to the Placement Agent such additional amounts as shall be required so that the net amount received by the Placement Agent from the Company after such deduction, withholding or deducted from payment shall equal the amount otherwise due to the Placement Agent hereunder. The Company shall promptly deliver to the Placement Agent all official tax receipts evidencing payment of the Taxes. The Placement Agent agrees to provide the Company with any and all forms or in respect other documentation or information that the Company reasonably requests to enable the Company to minimize the amount of any sum payable under such Taxes. The Company will indemnify the Placement Agent and hold it harmless against any Taxes on the creation, issuance and sale of the Offered Securities to the Placement Agent and on the execution and delivery of this Agreement or and any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, interest and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementpenalties thereon.

Payments and Taxes. Any and all payments made (i) If any payment, distribution or provision of a benefit by Borrower under the Company to or for the benefit of Executive in connection with a Change in Control, whether paid or payable, distributed or distributable or provided or to be provided pursuant to the terms of this Agreement or otherwise (each a “Payment” and the aggregate of such Payments, the “Aggregate Payment”), would be subject to an excise tax imposed by Section 4999 of the Code that would not have been imposed absent such Payment, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, hereinafter collectively referred to as the “Excise Tax”), Company shall pay to Executive an additional payment (a “Gross-up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Taxes imposed on any Gross-up Payment, Executive retains an amount of the Gross-up Payment (taking into account any similar gross-up payments to Executive under any stock incentive or other Loan Document benefit plan or program of the Company) equal to the Excise Tax imposed upon the Payments. The determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment shall be made free by an independent auditor (the “Auditor”) jointly selected by the Company and clear Executive. The Auditor shall be a nationally recognized United States public accounting firm. Executive shall notify the Company in writing of any claim by the Internal Revenue Service which, if successful, would require Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and without deduction Executive) within ten (10) business days after the receipt of such claim. The Company shall notify Executive in writing at least ten (10) business days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive shall cooperate fully with the Company in such action; provided, however, Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and all present or future taxespenalties with respect thereto, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or residentthe Company’s action. If, conducting business (other than as a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise result of the Company’s action with respect toto a claim, this Agreement or Executive receives a refund of any other Loan Document) or having its principal office in amount paid by the Company with respect to such jurisdiction (“Indemnified Taxes”)claim, Executive shall promptly pay such refund to the Company. If any Indemnified Taxes the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall be required by Law immediately pay to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to Executive the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence portion of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementclaim, if any, which it has not previously paid to Executive.

Payments and Taxes. Any and all All payments made by Borrower any of the Company due under this Agreement or any other Loan Transaction Document shall be made in United States dollars and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future taxes or any other fees, expenses, assessment or charges of any kind (including but not limited to income tax (other than income tax that is imposed on the Underwriters’ net income in the ordinary course of its business), value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty and other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by the government of the jurisdiction where it was incorporated or operates or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of and without any deduction for any and all present or future withholding unless the Company is compelled by law to deduct or withhold such taxes, levies, imposts, duties, deductions, withholdings, assessments, fees duties or other charges imposed by any governmental authority (including any interest, additions to tax or penalties charges. The Company agrees that it shall be responsible for all Taxes as well as all applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income compliance and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to regulatory obligations which may arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”)Agreement. If any Indemnified Taxes shall be due, or if the Company shall be required by Law applicable law to make any deduction or withholding on account of any Taxes, or if any Tax is required to be withheld paid by the Underwriters on account of services performed hereunder, the Company agrees to pay to the Underwriters such additional amounts as shall be required so that the net amount received by the Underwriters from the Company after such deduction, withholding or deducted from payment shall equal the amount otherwise due to the Underwriters hereunder. The Company shall promptly deliver to the Underwriters all official tax receipts evidencing payment of the Taxes. The Underwriters agree to provide the Company with any and all forms or in respect other documentation or information that the Company reasonably requests to enable the Company to minimize the amount of any sum payable under this Agreement or such Taxes. The Company will indemnify the Underwriters and hold them harmless against any other Loan Document to any LenderTaxes on the creation, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal issuance and sale of the Offered Securities to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay Underwriters and on the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, execution and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination delivery of this Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Agreement or any other Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s 's overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s 's obligation hereunder shall survive the termination of this Agreement.

Payments and Taxes. Any Subject to the satisfaction of Lender’s (including any permitted assignee) obligation in the last sentence of this Section 2.6, any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If Subject to the satisfaction of Lender’s obligation in the last sentence of this Section 2.6, if any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement. Lender (including any permitted assignee) shall provide Borrower, within thirty (30) days following the execution of this Loan Agreement (or promptly after any permitted assignment of Lender’s interests hereunder), with a properly executed IRS Form W-9 (or such other form) certifying Borrower’s exemption from “backup withholding” within the meaning of Section 3406 of the Internal Revenue Code.

Payments and Taxes. Any and all All payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. If Borrower fails to pay any Indemnified Taxes when due to the appropriate taxing authority or fails to remit to Lender the required evidence of payment, Borrower shall further indemnify Lender for any incremental taxes, interest, costs or penalties that may become payable by Lender as a result of any such failure. In addition, the Borrower shall pay any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement to the relevant governmental authority in accordance with applicable law. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement. Each Lender that is not organized under the laws of the United States of America or any state thereof (a “Non-U.S. Lender”) shall: (i) deliver to Borrower two copies of either (A) in the case of Non-U.S. Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, United States Internal Revenue Service Form W-8BEN (together with a certificate representing that such Non-U.S. Lender is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code)), or (B) Internal Revenue Service Form W-8BEN or Form W-8ECI, in each case properly completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by Borrower under this Agreement; and (ii) deliver to Borrower two further copies of any such form or certification (or any applicable successor form) promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not be required to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver. Each Lender that is entitled to an exemption from or reduction of non-U.S. withholding tax under the law of the jurisdiction in which Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to Borrower, at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate; provided, that such Lender is legally entitled to complete, execute and deliver such documentation and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position of such Lender. Borrower shall make all payments hereunder in recognition of such exemption or reduction in rate based on the documentation set forth above.

Payments and Taxes. Any and all All payments made by Borrower the Company due under this Agreement or any other Loan Transaction Document shall be made by the Company and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future tax or any other fees, expenses, assessment or charges of any kind (including but not limited to income tax, value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty or other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by any federal, state, territorial or local government of Australia, or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of any deduction or withholding. The Company agrees that it shall be responsible for all Taxes as well as all applicable compliance and without regulatory obligations which may arise from or in connection with this Agreement. If any Taxes shall be due, or if the Company shall be required by applicable law to make any deduction for or withholding on account of any and all present Taxes, or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed if any Tax is required to be paid by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) Purchaser as a result of any Lender being organized or residentthe transactions hereunder, conducting business (other than a business deemed the Company agrees to arise from pay to such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in Purchaser such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes additional amounts as shall be required so that the net amount received by Law such Purchaser from the Company after such deduction, withholding or payment shall equal the amount otherwise due to be withheld such Purchaser hereunder. The Company shall promptly deliver to each Purchaser all official tax receipts evidencing payment of the Taxes. Each Purchaser agrees to provide the Company with any and all forms or deducted from other documentation or in respect information that the Company reasonably requests to enable the Company to minimize the amount of any sum payable under such Taxes. The Company will indemnify each Purchaser and hold it harmless against any Taxes on the creation, issuance and sale of the Securities to each Purchaser and on the execution and delivery of this Agreement or and any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, interest and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementpenalties thereon.

Payments and Taxes. Any and all All payments made by Borrower to the Lender under this Agreement or any other Loan Document shall be made without set-off or counterclaim and free and clear of and without deduction for any and all present or future taxes, levies, impostsduties, dutiescharges, fees, deductions, withholdings, assessments, fees restrictions or other charges imposed conditions of any description. If the Borrower is required at any time by any governmental authority (including applicable law to make any interestsuch deduction from any payment, additions the sum to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any be paid to the Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required increased by Law such amount to be withheld or deducted from or result in respect of any the Lender receiving a sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum that which it would have received had no such withholdings or deductions deduction been made. If in due course the Lender obtains a credit for the tax deducted by the Borrower, (b) the Lender shall repay to the Borrower a sum equal to the credit obtained. The Loan shall be made available by the Lender to the Borrower at the date of this Agreement and during the Certain Funds Period without set-off or counterclaim and free and clear of and without deduction for taxes, levies, duties, charges, fees, deductions, withholdings, restrictions or conditions of any description. If the Lender is required at any time by any applicable law to make any such deduction from the Loan, the sum to be paid to the Borrower shall make be increased by such withholdings or deductions, (c) amount to result in the Borrower shall pay the full amount withheld or deducted receiving a sum equal to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to that which it would have received had no such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementdeduction been made.

Payments and Taxes. Any Unless otherwise provided in this Agreement, diaDexus agrees to submit payments for services and all materials provided by Incyte within thirty (30) days from receipt of invoice. All payments hereunder shall be made by Borrower bank wire transfer in immediately available funds to such account as Incyte shall designate in writing from time to time. All payments by diaDexus to Incyte under this Agreement or any other Loan Document shall be made free paid from a diaDexus account in a banking institution located in the United States. diaDexus shall pay, or reimburse Incyte, as appropriate, and clear of indemnify Incyte against any sales, use, value added/ad valorem, surtax and without deduction for any and all present or future personal property taxes, levies, imposts, customs duties, deductionsregistration fees and the like arising out of the provision of services and materials by Incyte to diaDexus under this Agreement. All turnover taxes, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or residentgross revenues and profits taxes, conducting business and other taxes based on Incyte's income (other than a business deemed those covered by the preceding sentence) levied on account of the royalties, milestone payments, license fees and other payments accruing to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable Incyte under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so thatpaid by Incyte. If at any time, after making all required withholdings any jurisdiction within the given country requires the withholding of income taxes or deductions (including withholdings or deductions applicable to additional sums payable under other taxes imposed upon royalty payments set forth in this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been madeArticle 4, (b) Borrower diaDexus shall make such withholdings withholding payments as required and subtract such withholding payments from the royalty payments set forth in this Article 4, or deductionsif applicable, (cIncyte will promptly reimburse diaDexus or its designee(s) Borrower of the amount of such payments. diaDexus shall pay provide Incyte with documentation of such withholding and payment in a manner that is satisfactory for purposes of the full amount withheld or deducted U.S. Internal Revenue Service. They payments to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver be made by diaDexus under Section 4.1 include amounts attributable to such Lender evidence of items as training manuals and the electronic media used for data transfer (e.g.; CD's). Payments attributable to such payment. Borrower’s obligation hereunder shall survive items and the termination of this Agreementclone transfer fees provided for under Section 3.7 are or may be subject to sales tax.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s 's overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“"Indemnified Taxes”"). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s 's obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) upon request, Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all All payments made by Borrower the Company due under this Agreement or any other Loan Transaction Document shall be made by the Company and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future tax or any other fees, expenses, assessment or charges of any kind (including but not limited to income tax, value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty or other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by any federal, state, territorial or local government of Australia, or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of any deduction or withholding. The Company agrees that it shall be responsible for all Taxes imposed on the Company as well as all applicable compliance and without regulatory obligations which may arise from or in connection with this Agreement. If any Taxes shall be due, or if the Company shall be required by applicable law to make any deduction for or withholding on account of any and all present Taxes, or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed if any Tax is required to be paid by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) Purchaser as a result of any Lender being organized or residentthe transactions hereunder, conducting business (other than a business deemed the Company agrees to arise from pay to such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in Purchaser such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes additional amounts as shall be required so that the net amount received by Law such Purchaser from the Company after such deduction, withholding or payment shall equal the amount otherwise due to be withheld such Purchaser hereunder. The Company shall promptly deliver to each Purchaser all official tax receipts evidencing payment of the Taxes. Each Purchaser agrees to provide the Company with any and all forms or deducted from other documentation or in respect information that the Company reasonably requests to enable the Company to minimize the amount of any sum payable under such Taxes. The Company will indemnify each Purchaser and hold it harmless against any Taxes on the creation, issuance and sale of the Securities to each Purchaser and on the execution and delivery of this Agreement or and any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, interest and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementpenalties thereon.

Payments and Taxes. Any and all payments made by Borrower under (a) All sums payable to the Lessor pursuant to or in connection with this Agreement Guarantee or any other Loan Document Indemnity shall be made paid in full without any set-off or counterclaim whatsoever and free and clear of and without deduction for any and all present deductions or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) withholdings whatsoever save only as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall may be required by Law to be withheld law. (b) If any deduction or deducted from or withholding is required by law in respect of any sum payable under payment due to the Lessor pursuant to or in connection with this Agreement Guarantee and Indemnity or any other Loan Document to any Lenderdocument contemplated by or entered into pursuant hereto, the Guarantor shall: (ai) an additional amount shall be payable as may be necessary so thatensure or procure that the deduction or withholding is made and that it does not exceed the minimum legal requirement therefor; (ii) pay, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to procure the sum it would have received had no such withholdings or deductions been madepayment of, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount deducted or withheld or deducted to the relevant taxing authority Taxation or other authority in accordance with the applicable Law, law; (iii) increase the payment in respect of which the deduction or withholding is required so that the net amount received by the Lessor after the deduction or withholding (and after taking account of any further deduction or withholding which is required to be made which arises as a consequence of the increase) shall be equal to the amount which the Lessor would have been entitled to receive in the absence of any requirement to make a deduction or withholding; and (div) Borrower promptly deliver or procure the delivery to the Lessor of appropriate receipts evidencing the deduction or withholding which has been made. (c) If the Lessor determines in its absolute discretion that it has received, realised, utilised and retained a Tax benefit by reason of any deduction or withholding in respect of which the Guarantor has made an increased payment or paid a compensating sum under this Clause 10.1 the Lessor shall, provided the Lessor has received all amounts which are then due and payable under any of the provisions of this Guarantee and Indemnity, pay to the Guarantor (to the extent that the Lessor can do so without prejudicing, the amount of that benefit and the right of the Lessor to obtain any other benefit relief or allowance which may be available to it) as soon as reasonably practicable such amount, if any, as the Lessor shall deliver determine in its absolute discretion will leave the Lessor in no better and no worse position than the Lessor would have been in if the deduction or withholding had not been required, PROVIDED THAT: (i) the Lessor shall have an absolute discretion as to the time at which and the order and manner in which it realises or utilises any Tax benefit; (ii) the Lessor shall not be obliged to disclose any information regarding its business, Tax affairs or Tax computations; (iii) if the Lessor has made a payment to the Lessee pursuant to Clause 10.1(c) on account of any Tax benefit and it subsequently transpires that the Lessor did not receive that Tax benefit, or received a lesser Tax benefit, the Guarantor shall pay on demand to the Lessor such Lender evidence sum as the Lessor may determine as being necessary to restore the after-Tax position of the Lessor to that which it would have been had no adjustment under this proviso (iii) been necessary. (iv) the Lessor shall not be obliged to make any payment under this Clause 10.1 if, by doing so, it would contravene the terms of any applicable law or any notice, direction or requirement of any governmental or regulatory authority (whether or not having the force of law); PROVIDED FURTHER THAT if the Guarantor requests the Lessor, in writing, to make an application pursuant to the provisions of a double tax treaty for relief (whether in whole or in part) in respect of any deduction or withholding required by law, the Lessor shall (at the cost of the Guarantor) take such action as the Guarantor shall reasonably request to make such application to an applicable Tax authority. If the Lessor subsequently obtains a repayment (whether in whole or in part) of such payment. Borrower’s obligation hereunder shall survive deduction or withholding from that Tax authority in circumstances where the termination Guarantor has made an increased payment or paid a compensating sum under this Clause 10.1 the Lessor shall, provided that the Lessor has received all amounts which are then due and payable by the Guarantor under any of the provisions of this Agreement.Guarantee and Indemnity, pay to the Guarantor as great an amount of the repayment as possible as will leave the Lessor in no worse position than the Lessor would have been in if the deduction or withholding had not been required. 10.2

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all payments made by Borrower under this Agreement or any other Loan Document Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan DocumentDocuments) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document Documents to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, Law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement. Portions identified with an asterisk (*) have been omitted pursuant to a request of confidentiality filed separately with the Commission.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s 's overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Loan Agreement or any other Loan DocumentOther Agreement) or having its principal office in such jurisdiction (“Indemnified Taxes”"INDEMNIFIED TAXES"). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s 's obligation hereunder shall survive the termination of this Loan Agreement.

Payments and Taxes. Any and all payments made (i) Provided an IPO has occurred, if any payment, distribution or provision of a benefit by Borrower under the Company to or for the benefit of Executive, whether paid or payable, distributed or distributable or provided or to be provided pursuant to the terms of this Agreement or otherwise (each a “Payment” and the aggregate of such Payments, the “Aggregate Payment”), would be subject to an excise tax imposed by Section 4999 of the Code that would not have been imposed absent such Payment, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, hereinafter collectively referred to as the “Excise Tax”), Company shall pay to Executive an additional payment (a “Gross-up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income taxes and Excise Taxes imposed on any Gross-up Payment, Executive retains an amount of the Gross-up Payment (taking into account any similar gross-up payments to Executive under any stock incentive or other Loan Document benefit plan or program of the Company) equal to the Excise Tax imposed upon the Payments. The determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment shall be made free by an independent auditor (the “Auditor”) jointly selected by the Company and clear Executive. The Auditor shall be a nationally recognized United States public accounting firm. Executive shall notify the Company in writing of any claim by the Internal Revenue Service which, if successful, would require Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and without deduction Executive) within ten (10) business days after the receipt of such claim. The Company shall notify Executive in writing at least ten (10) business days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, Executive shall cooperate fully with the Company in such action; provided, however, Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and all present or future taxespenalties with respect thereto, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or residentthe Company’s action. If, conducting business (other than as a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise result of the Company’s action with respect toto a claim, this Agreement or Executive receives a refund of any other Loan Document) or having its principal office in amount paid by the Company with respect to such jurisdiction (“Indemnified Taxes”)claim, Executive shall promptly pay such refund to the Company. If any Indemnified Taxes the Company fails to timely notify Executive whether it will contest such claim or the Company determines not to contest such claim, then the Company shall be required by Law immediately pay to be withheld or deducted from or in respect of any sum payable under this Agreement or any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to Executive the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, and (d) Borrower shall deliver to such Lender evidence portion of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementclaim, if any, which it has not previously paid to Executive.

Payments and Taxes. Any and all All payments made by Borrower the Company due under this Agreement or any other Loan Transaction Document shall be made by the Company and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future tax or any other fees, expenses, assessment or charges of any kind (including but not limited to income tax, value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty or other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by any federal, state, territorial or local government of Australia, or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of any deduction or withholding. The Company agrees that it shall be responsible for all Taxes as well as all applicable compliance and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to regulatory obligations which may arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”)Agreement. If any Indemnified Taxes shall be due, or if the Company shall be required by Law applicable law to make any deduction or withholding on account of any Taxes, or if any Tax is required to be withheld paid by the Underwriters on account of services performed hereunder, the Company agrees to pay to the Underwriters such additional amounts as shall be required so that the net amount received by the Underwriters from the Company after such deduction, withholding or deducted from payment shall equal the amount otherwise due to the Underwriters hereunder. The Company shall promptly deliver to the Underwriters all official tax receipts evidencing payment of the Taxes. The Underwriters agree to provide the Company with any and all forms or in respect other documentation or information that the Company reasonably requests to enable the Company to minimize the amount of any sum payable under such Taxes. The Company will indemnify the Underwriters and hold it harmless against any Taxes on the creation, issuance and sale of the Offered Securities to the Underwriters and on the execution and delivery of this Agreement or and any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, interest and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementpenalties thereon.

Payments and Taxes. Any and all All payments made by Borrower the Company due under this Agreement or any other Loan Transaction Document shall be made by the Company and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future tax or any other fees, expenses, assessment or charges of any kind (including but not limited to value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty or other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by any federal, state, territorial or local government of Australia, or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of any deduction or withholding for Taxes. The Company agrees that it shall be responsible for all Taxes as well as all applicable compliance and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to regulatory obligations which may arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”)Agreement. If any Indemnified Taxes shall be due, or if the Company shall be required by Law applicable law to make any deduction or withholding on account of any Taxes, or if any Tax is required to be withheld paid by the Underwriters on account of services performed hereunder, the Company agrees to pay to the Underwriters such additional amounts as shall be required so that the net amount received by the Underwriters from the Company after such deduction, withholding or deducted from payment shall equal the amount otherwise due to the Underwriters hereunder. The Company shall promptly deliver to the Underwriters all official tax receipts evidencing payment of the Taxes. The Underwriters agree to provide the Company with any and all forms or in respect other documentation or information that the Company reasonably requests to enable the Company to minimize the amount of any sum payable under such Taxes. The Company will indemnify the Underwriters and hold it harmless against any Taxes on the creation and issuance and sale of the Securities to the Underwriters and on the execution and delivery of this Agreement or and any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, interest and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreement.penalties thereon

Payments and Taxes. Any and all All payments made by Borrower any of the Company due under this Agreement or any other Loan Transaction Document shall be made in United States dollars and the Company agrees that all amounts payable under any Transaction Document are exclusive of any current or future taxes or any other fees, expenses, assessment or charges of any kind (including but not limited to income tax (other than income tax that is imposed on the Underwriter’s net income in the ordinary course of its business), value added tax, goods and services tax, transfer tax, business tax, foreign enterprise income tax, consumption tax, securities transaction tax, withholding tax, stamp duty and other documentary taxes or charges, and any other taxes and charges, and interest and penalties thereon) imposed by the government of the Cayman Islands, the PRC or Hong Kong or any political subdivision or taxing authority in any such jurisdiction (collectively, “Taxes,” which for the avoidance of doubt, does not include income tax) and all amounts shall be paid free and clear of any deduction or withholding. The Company agrees that it shall be responsible for all Taxes as well as all applicable compliance and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to regulatory obligations which may arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise in connection with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”)Agreement. If any Indemnified Taxes shall be due, or if the Company shall be required by Law applicable law to make any deduction or withholding on account of any Taxes, or if any Tax is required to be withheld paid by the Underwriter on account of services performed hereunder, the Company agrees to pay to the Underwriter such additional amounts as shall be required so that the net amount received by the Underwriter from the Company after such deduction, withholding or deducted from payment shall equal the amount otherwise due to the Underwriter hereunder. The Company shall promptly deliver to the Underwriter all official tax receipts evidencing payment of the Taxes. The Underwriter agrees to provide the Company with any and all forms or in respect other documentation or information that the Company reasonably requests to enable the Company to minimize the amount of any sum payable under such Taxes. The Company will indemnify the Underwriter and hold it harmless against any Taxes on the creation, issuance and sale of the Offered Securities to the Underwriter and on the execution and delivery of this Agreement or and any other Loan Document to any Lender, (a) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (b) Borrower shall make such withholdings or deductions, (c) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, interest and (d) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Agreementpenalties thereon.

Payments and Taxes. Any and all payments made by Borrower under this Loan Agreement or any other Loan Document Other Agreement shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any governmental authority (including any interest, additions to tax or penalties applicable thereto) other than any taxes imposed on or measured by any Lender’s overall net income and franchise taxes imposed on it (in lieu of net income taxes), by a jurisdiction (or any political subdivision thereof) as a result of any Lender being organized or resident, conducting business (other than a business deemed to arise from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, or otherwise with respect to, this Agreement or any other Loan Document) or having its principal office in such jurisdiction (“Indemnified Taxes”). If any Indemnified Taxes shall be required by Law law to be withheld or deducted from or in respect of any sum payable under this Loan Agreement or any other Loan Document Other Agreement to any Lender, Lender (aw) an additional amount shall be payable as may be necessary so that, after making all required withholdings or deductions (including withholdings or deductions applicable to additional sums payable under this Section) such Lender receives an amount equal to the sum it would have received had no such withholdings or deductions been made, (bx) Borrower shall make such withholdings or deductions, (cy) Borrower shall pay the full amount withheld or deducted to the relevant taxing authority or other authority in accordance with applicable Law, law and (dz) Borrower shall deliver to such Lender evidence of such payment. Borrower’s obligation hereunder shall survive the termination of this Loan Agreement.