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

Payments Free and Clear of Taxes. Except as provided by law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes”) other than for (i) Taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) withholding Taxes that are imposed on amounts payable to a Secured Party (other than a Substitute Lender) to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under clause (b), except in each case to the extent such Secured Party is an assignee of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under clause (b) or (iii) taxes that are directly attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (g) below (collectively, “Excluded Taxes” and all such non-Excluded Taxes, “Non-Excluded Taxes”).

Payments Free and Clear of Taxes. Except as provided by law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes”) other than except for (i) Taxes taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, and including all liabilities, penalties and interest with respect to any of the foregoing in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) United States federal withholding Taxes that are imposed on amounts payable to a Secured Party (other than a Substitute Lender) taxes to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “"Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under clause (b), " hereunder except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to clause (iii) of Section 2.18(a) (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of from such other Secured Party became effective, to receive additional amounts under clause (b) this clause, or (iii) taxes that are directly attributable to would not have been imposed but for the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (gf) below (collectively, “Excluded "Taxes” and all such non-Excluded Taxes, “Non-Excluded Taxes”").

Payments Free and Clear of Taxes. Except as provided required by law Requirements of Law or as otherwise provided in this Section 2.172.14, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges deductions or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, the “Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Credit Party as a result of a present or former connection between such Secured Credit Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Credit Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) withholding Taxes taxes that are imposed on amounts payable directly attributable to a Secured Party the failure (other than as a Substitute Lenderresult of a change in any Requirement of Law) by any Credit Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iii) withholding taxes to the extent that the obligation to withhold amounts existed under Requirements of Law in effect on the date that such Secured Credit Party became a “Secured Credit Party” under this Agreement in the capacity under which such Secured Credit Party makes a claim under clause Section 2.14(b) (bor on the date such Credit Party designates a new lending office), except in each case to the extent such Secured Credit Party is an a direct or indirect assignee (other than pursuant to Section 2.15 (Substitution of Purchasers)) of any other Secured Credit Party that was entitled, at the time the assignment of such other Secured Credit Party became effective, effective (or at the time of designation of the new lending office) to receive additional amounts under clause Section 2.14(b) and (biv) interest, penalties or other liabilities with respect to amounts described in the foregoing clauses (i) through (iii) taxes that are directly attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (g) below (collectively, “Excluded Taxes” and all such non-Excluded excluded Taxes, the “Non-Excluded Taxes”).

Payments Free and Clear of Taxes. Except as provided by law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “collectively "Taxes”") other than for (i) Taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) U.S. federal withholding Taxes that are imposed on amounts payable to a Secured Party (other than a Substitute Lender) to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “"Secured Party” " under this Agreement in the capacity under which such Secured Party makes a claim under clause (b), except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under clause (b) or (iii) taxes Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (gf) below (collectively, “"Excluded Taxes” " and all such non-Excluded Taxes, “"Non-Excluded Taxes”").

Payments Free and Clear of Taxes. Except as provided by law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “Taxes”) other than for ). “Excluded Taxes” shall mean (i) Taxes taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), ) (ii) withholding Taxes taxes that are imposed on amounts payable directly attributable to a Secured Party the failure (other than as a Substitute Lenderresult of a change in any Requirement of Law including changes to Requirements of Law which are not in effect until after the Closing Date) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iii) withholding taxes to the extent that the obligation imposed pursuant to withhold amounts existed a law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under clause (b)this Section 2.17 or designates a new lending office, except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under clause (b) or (iii) taxes that are directly attributable to the failure by any Secured Party to deliver was entitled at the documentation required to be delivered pursuant to clause (g) below (collectively, “Excluded Taxes” and all such non-Excluded Taxes, “Non-Excluded Taxes”).time it

Payments Free and Clear of Taxes. Except as provided by law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all Taxes. “Taxes” shall mean all present or future taxes, taxes and levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for that in each case are imposed by a Governmental Authority, including any of them) (collectivelyinterest, “Taxes”) other than for additions to tax or penalties applicable thereto, but excluding any (i) Taxes taxes measured by net income (including branch profits or similar taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, received or enforcedperfected a security interest under, or enforced or become a party to or engaged in any other transactions pursuant to or sold or assigned an interest in any Loan Document), (ii) United States federal withholding Taxes that are imposed on amounts payable to a Secured Party (other than a Substitute Lender) taxes to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes hereunder or designates a claim under clause (b)new lending office, except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to clause (iii) of Section 2.18(a) (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of from such other Secured Party became effective, to receive additional amounts under clause (b) or this clause, (iii) taxes (including withholding taxes) that are directly attributable to would not have been imposed but for the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (gf) below below, (collectively, “Excluded iv) any United States federal withholding tax that would not have been imposed but for a failure by a Secured Party (or any financial institution through which any payment is made to such Secured Party) to comply with the applicable requirements of FATCA and (v) Other Taxes” and all such non-Excluded Taxes, “Non-Excluded Taxes”).

Payments Free and Clear of Taxes. Except as provided required by law Requirements of Law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges deductions or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, the “Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) withholding Taxes taxes that are imposed on amounts payable directly attributable to a Secured Party the failure (other than as a Substitute Lenderresult of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iii) withholding taxes to the extent that the obligation to withhold amounts existed under Requirements of Law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under clause Section 2.17(b) (bor on the date such Secured Party designates a new lending office), except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, effective (or at the time of designation of the new lending office) to receive additional amounts under clause Section 2.17(b) and (biv) interest, penalties or other liabilities with respect to amounts described in the foregoing clauses (i) through (iii) taxes that are directly attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (g) below (collectively, “Excluded Taxes” and all such non-Excluded excluded Taxes, the “Non-Excluded Taxes”).

Payments Free and Clear of Taxes. Except as provided by law or as otherwise provided in this Section 2.172.14, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, collectively “Taxes”) other than for (i) Taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) U.S. federal withholding Taxes that are imposed on amounts payable to a Secured Party (other than a Substitute Lender) to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under clause (bSection 2.14(b), except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to Section 2.15) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, to receive additional amounts under clause (bSection 2.14(b) or (iii) taxes Taxes that are directly attributable to the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (gSection 2.14(f) below (collectively, “Excluded Taxes” and all such non-Excluded Taxes, “Non-Excluded Taxes”).

Payments Free and Clear of Taxes. Except as provided by law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, “"Taxes”") other than except for (i) Taxes taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) United States federal withholding Taxes that are imposed on amounts payable to a Secured Party (other than a Substitute Lender) taxes to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “"Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under clause (b), " hereunder except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to clause (iii) of Section 2.18(a) (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of from such other Secured Party became effective, to receive additional amounts under clause (b) this clause, or (iii) taxes that are directly attributable to would not have been imposed but for the failure (other than as a result of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (gf) below (collectivelyall such Taxes described in clauses (i), “(ii) and (iii) of this Section 2.17 being referred to collectively as "Excluded Taxes” and all such non-Excluded Taxes, “Non-Excluded Taxes”").

Payments Free and Clear of Taxes. Except as provided required by law Requirements of Law or as otherwise provided in this Section 2.172.14, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges deductions or withholdings and all liabilities with respect thereto (and without deduction for any of them) (collectively, the “Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) withholding Taxes taxes that are imposed on amounts payable directly attributable to a Secured Party the failure (other than as a Substitute Lenderresult of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iii) withholding taxes to the extent that the obligation to withhold amounts existed under Requirements of Law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under clause Section 2.14(b) (bor on the date such Secured Party designates a new lending office), except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to Section 2.15 (Substitution of Purchasers)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, effective (or at the time of designation of the new lending office) to receive additional amounts under clause Section 2.14(b) and (biv) interest, penalties or other liabilities with respect to amounts described in the foregoing clauses (i) through (iii) taxes that are directly attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (g) below (collectively, “Excluded Taxes” and all such non-Excluded excluded Taxes, the “Non-Excluded Taxes”).

Payments Free and Clear of Taxes. Except as provided required by law Requirements of Law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all present or future taxes, levies, imposts, deductions, charges deductions or withholdings and all liabilities with respect thereto (and 51 CREDIT AGREEMENT THE PRINCETON REVIEW, INC. without deduction for any of them) (collectively, the “Taxes”) other than for (i) Taxes taxes measured by net income (including branch profits taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, or enforced, any Loan Document), (ii) withholding Taxes taxes that are imposed on amounts payable directly attributable to a Secured Party the failure (other than as a Substitute Lenderresult of a change in any Requirement of Law) by any Secured Party to deliver the documentation required to be delivered pursuant to clause (f) below, (iii) withholding taxes to the extent that the obligation to withhold amounts existed under Requirements of Law in effect on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes a claim under clause Section 2.17(b) (bor on the date such Secured Party designates a new lending office), except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to Section 2.18 (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of such other Secured Party became effective, effective (or at the time of designation of the new lending office) to receive additional amounts under clause Section 2.17(b) and (biv) interest, penalties or other liabilities with respect to amounts described in the foregoing clauses (i) through (iii) taxes that are directly attributable to the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (g) below (collectively, “Excluded Taxes” and all such non-Excluded excluded Taxes, the “Non-Excluded Taxes”).

Payments Free and Clear of Taxes. Except as provided by law or as otherwise provided in this Section 2.17, each payment by any Loan Party under any Loan Document shall be made free and clear of all Taxes. “Taxes” shall mean all present or future taxes, taxes and levies, imposts, deductions, charges or withholdings and all liabilities with respect thereto (and without deduction for that in each case are imposed by a Governmental Authority, including any of them) (collectivelyinterest, “Taxes”) other than for additions to tax or penalties applicable thereto, but excluding any (i) Taxes taxes measured by net income (including branch profits or similar taxes) and franchise taxes imposed in lieu of net income taxes, in each case imposed on any Secured Party as a result of a present or former connection between such Secured Party and the jurisdiction of the Governmental Authority imposing such Tax tax or any political subdivision or taxing authority thereof or therein (other than such connection arising solely from any Secured Party having executed, delivered or performed its obligations or received a payment under, received or enforcedperfected a security interest under, or enforced or become a party to or engaged in any other transactions pursuant to or sold or assigned an interest in any Loan Document), (ii) United States federal withholding Taxes that are imposed on amounts payable to a Secured Party (other than a Substitute Lender) taxes to the extent that the obligation to withhold amounts existed on the date that such Secured Party became a “Secured Party” under this Agreement in the capacity under which such Secured Party makes hereunder or designates a claim under clause (b)new lending office, except in each case to the extent such Secured Party is an a direct or indirect assignee (other than pursuant to clause (iii) of Section 2.18(a) (Substitution of Lenders)) of any other Secured Party that was entitled, at the time the assignment of from such other Secured Party became effective, to receive additional amounts under clause (b) or this clause, (iii) taxes (including withholding taxes) that are directly attributable to would not have been imposed but for the failure by any Secured Party to deliver the documentation required to be delivered pursuant to clause (gf) below below, (collectively, “Excluded iv) any U.S. federal withholding Taxes imposed under FATCA and (v) Other Taxes” and all such non-Excluded Taxes, “Non-Excluded Taxes”).