Common use of Payments Free and Clear of Taxes Clause in Contracts

Payments Free and Clear of Taxes. (a) The Issuer, for the benefit of the holders, agrees that in the event payments, if any, made by the Issuer hereunder or in respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any holder by the country in which such holder is a resident for income tax purposes (the "Resident Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Issuer will pay to such holder such additional amounts ("Tax Indemnity Amounts") as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Issuer shall not be obliged to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable:

Payments Free and Clear of Taxes. (a) The IssuerCompany will make all payments of principal, for the benefit of the holdersinterest and any other amounts on, agrees that in the event payments, if any, made by the Issuer hereunder or in respect of of, the Notes to any holder are subject to without withholding or deduction at source for, or on account of, any present or future taxtaxes, dutyfees, assessmentduties, impost, levy, withholding assessments or governmental charges of whatever nature imposed or levied by or on behalf of Bermuda or any other similar charge jurisdiction in which the Company is organized or any other jurisdiction from which or through which a payment is made by the Company (a "Relevant Taxtaxing jurisdiction") imposed upon or any political subdivision or taxing authority thereof or therein, unless such holder taxes, fees, duties, assessments or governmental charges are required to be withheld or deducted by (a) the government of any country or jurisdiction laws (or any authority regulations or rulings promulgated thereunder) of a taxing jurisdiction or any political subdivision therein or taxing authority thereof or therein, or (b) an official position regarding the application, administration, interpretation or enforcement of any such laws, regulations or rulings (including, without limitation, a holding by a court of competent jurisdiction or by a taxing authority in a taxing jurisdiction or any political subdivision thereof) other than any tax based on ). If a withholding or measured by net income or capital imposed on any holder by the country in which such holder deduction at source is a resident for income tax purposes (the "Resident Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction")required, the Issuer will Company will, subject to certain limitations and exceptions described below, pay to such holder the Noteholder such additional amounts ("Tax Indemnity Amounts") as may be necessary in order so that the every net amounts paid payment of principal, interest or any other amount made to such holder Noteholder, after the withholding or deduction, will not be less than the amount provided for in such Note and pursuant to the terms of this Agreement or the Notes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Issuer shall payable. The Company will not be obliged required to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payableadditional amounts for or on account of:

Payments Free and Clear of Taxes. (a) The IssuerCompany, for the benefit of the holdersholders of the Notes, agrees that in the event payments, if any, made by the Issuer Company hereunder or in respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levylxxx, withholding or other similar charge (a "“Relevant Tax"”) imposed upon such holder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any holder of the Notes by the country in which such holder is a resident for income tax purposes (the "“Resident Country"”), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "“Taxing Jurisdiction"”), the Issuer Company will pay to such holder such additional amounts ("“Tax Indemnity Amounts"”) as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Issuer Company shall not be obliged to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable:

Payments Free and Clear of Taxes. (a) The IssuerEach Obligor, for the benefit of the holdersholders of the Notes, agrees that in the event payments, if any, made by any Obligor (other than an Obligor organized under the Issuer laws of the United States or any State thereof (including the District of Columbia)) hereunder or in respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "“Relevant Tax"”) imposed upon such holder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any holder of the Notes by the country in which such holder is a resident for income tax purposes (the "“Resident Country"”), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "“Taxing Jurisdiction"”), the Issuer Obligors will pay to such holder such additional amounts ("“Tax Indemnity Amounts"”) as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Issuer Obligors shall not be obliged required to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable:

Payments Free and Clear of Taxes. (a) The IssuerCompany, for the benefit of the holders, agrees that in the event payments, if any, made by the Issuer Company hereunder or in respect of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any holder by the country in which such holder is a resident for income tax purposes (the "Resident Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Issuer Company will pay to such holder such additional amounts ("Tax Indemnity Amounts") as may be necessary in order that the net amounts paid to such holder pursuant to the terms of this Agreement or the Notes Guaranty after imposition of any such Relevant Tax shall be not less than the amounts specified in this the Note Purchase Agreement or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Issuer Company shall not be obliged to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable:

Payments Free and Clear of Taxes. (a) The IssuerParent Company, for the benefit of the holdersholders of the Notes, agrees that in the event payments, if any, made by the Issuer Parent Company hereunder or in respect to any holder of the Notes to any holder are subject to any present or future tax, duty, assessment, impost, levy, withholding or other similar charge (a "Relevant Tax") imposed upon such holder Noteholder by the government of any country or jurisdiction (or any authority or political subdivision therein or thereof) other than any tax based on or measured by net income or capital imposed on any holder Noteholder by the country in which such holder Noteholder is a resident for income tax purposes (the "Resident Country"), from or through which payments hereunder or on or in respect of the Notes are actually made (each a "Taxing Jurisdiction"), the Issuer Parent Company will pay to such holder Noteholder such additional amounts ("Tax Indemnity Amounts") as may be necessary in order that the net amounts paid to such holder Noteholder pursuant to the terms of this Agreement or the Notes Guaranty after imposition of any such Relevant Tax shall be not less than the amounts specified in this Agreement the Amended and Restated Note Purchase Agreements or the Notes to be then due and payable (after giving effect to the exclusion for Relevant Taxes imposed by the government of the Resident Country), provided that the Issuer Parent Company shall not be obliged to pay such Tax Indemnity Amounts to any holder of a Note in respect of Relevant Taxes to the extent such Relevant Taxes exceed the Relevant Taxes that would have been payable: