Indemnified Taxes means:
| ||(a) || |
Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Borrower, Guarantor or Feeder under any Loan Document; and
| ||(b) || |
to the extent not described in (a), Other Taxes.
Internal Revenue Code means the United States Internal Revenue Code of 1986, as amended.
Laws means all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, and administrative or judicial precedents, including the interpretation or administration thereof by any Governmental Authority, and all judgments, orders, directives, requests, licenses, permits, administrative orders, agreements, and authorizations of any Governmental Authority, whether or not having the force of law.
Lien means any lien, mortgage, security interest, security assignment, charge, tax lien, pledge, encumbrance, conditional sale, title retention arrangement, or other property interest intended to secure the repayment of indebtedness, now or hereafter arising, by contract, common law or statute.
Other Connection Taxes means Taxes imposed on the Lender as a result of any present or former connection between the Lender and the jurisdiction imposing such Tax (other than connections arising from the Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, or engaged in any other transaction pursuant to or enforced under any Loan Document), or its sale or assignment of an interest in any Loan or Loan Document.
Other Taxes means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from: (i) any payment made under, (ii) the execution, delivery, performance, enforcement or registration of, (iii) the receipt or perfection of a security interest under, or (iv) otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.
Person means any individual, sole proprietorship, partnership, limited partnership, exempted limited partnership, exempted company, limited liability company, corporation, non-profit corporation, trust, joint venture, association, estate, sovereign government (or agency, instrumentality, or political subdivision thereof), or other entity or organization.
Prime Rate means the interest rate quoted in the print edition of The Wall Street Journal in the Money Rates Section as the U.S. prime rate.
Prime Rate Loan means a Loan that bears interest at a rate determined by reference to the Prime Rate.
Proceeding means any action, suit or investigation, or legal, equitable, arbitration, or administrative proceeding, before any court, arbitrator or Governmental Authority.
Promissory Note means each promissory note executed and delivered by a Borrower to the Lender in the form of Exhibit I.
Sanctioned Country means any country or territory subject to Sanctions, including, as of the date hereof, Cuba, Iran, North Korea, Syria and the Crimea region.
Sanctioned Person means a Person on a Sanctions List, a target of Sanctions or a Sanctioned Country, including its agencies and instrumentalities, anyone controlled thereby, and any citizen or national of, located in, operating from, or incorporated under the laws thereof.