Foreign Taxes Clause Example with 7 Variations from Business Contracts

Foreign Taxes. All payments by Holdings the Company to the Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the Cayman Islands, Colombia or any other jurisdiction in which Holdings is organized, resident, doing business or the Company has an office ...from or through which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of any Underwriter having some connection with the taxing jurisdiction made (each, a "Taxing Jurisdiction") (such income, stamp or other than its participation as an Underwriter hereunder and (ii) any income taxes, levies, imposts, duties, charges, fees, deductions or franchise tax on the overall net income of an Underwriter imposed by the United States, by the State of New York or any other state thereof, or the District of Columbia, or any political subdivision or territory of the United States, of any state thereof, of the District of Columbia or of the State of New York (all such non-excluded taxes, withholdings, "Foreign Taxes"). If Holdings is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by any such Foreign Taxes withheld or deducted, are payable with respect to payments by the Company to the Underwriters hereunder, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield to the Underwriters and remit to such Underwriter each person controlling the Underwriter, as the case may be, an amount which, after deduction withholding, deduction, or other payment on account of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied. 33 21. Judgment Currency. Holdings agrees were withheld or deducted, except to indemnify the Underwriters against extent that (i) any loss incurred such Foreign Tax imposed by reason of the Underwriters Underwriter having some connection with a Taxing Jurisdiction other than its participation as a result an Underwriter hereunder, and (ii) any income, franchise or other similar Foreign Tax on the overall net income of any judgment or order in favor of the Underwriters being given or made against Holdings for any amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than United States dollars and as a result of any variation as between (i) the rate of exchange at which Underwriter imposed by the United States dollar amount is converted into or by the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange in The City State of New York at which such party on the date or any political subdivision of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such party if such party had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon such party's receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of Holdings, shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to Holdings an amount equal to the excess or of the dollars so purchased over the sum originally due to the Underwriters hereunder. The term "rate State of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. New York. View More

Foreign Taxes. All payments by Holdings or a Selling Stockholder to the Underwriters Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or has an offi...ce from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of any the Underwriter having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder and (ii) (including, if applicable, any income or franchise tax on the overall net income of an Underwriter imposed by the United States, States or by the State of New York or any other state thereof, or the District of Columbia, or any political subdivision or territory of the United States, of any state thereof, of the District of Columbia States or of the State of New York York) (all such non-excluded taxes, "Foreign Taxes"). If Holdings or any Selling Stockholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to such the Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied. 33 21. Judgment Currency. Holdings agrees to indemnify the Underwriters against any loss incurred by the Underwriters as a result of any judgment or order in favor of the Underwriters being given or made against Holdings for any amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange in The City of New York at which such party on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such party if such party had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon such party's receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of Holdings, shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to Holdings an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder. The term "rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. View More

Foreign Taxes. All payments by Holdings the Company to the Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the provinces of Canada or any other jurisdiction in which Holdings is organized, resident, doing business or the Company has an office from ...which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of any an Underwriter having some connection with the taxing jurisdiction provinces of Canada other than its participation as an a Underwriter hereunder hereunder, and (ii) any income income, franchise or franchise other similar tax on the overall net income of an any Underwriter imposed by the United States, States or by the State of New York or any other state thereof, or the District of Columbia, or any political subdivision or territory of the United States, of any state thereof, of the District of Columbia States or of the State of New York (all such non-excluded taxes, "Foreign Taxes"). If Holdings is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by any Foreign Taxes withheld or deducted, are payable with respect to payments by the Company to the Underwriters hereunder, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to such Underwriter the Underwriters an amount which, after deduction withholding, deduction, or other payment on account of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied. 33 36 21. Judgment Currency. Holdings agrees The obligations of the Company pursuant to indemnify the Underwriters against any loss incurred by the Underwriters as a result this Agreement in respect of any sum due to any Underwriter shall, notwithstanding any judgment or order in favor of the Underwriters being given or made against Holdings for any amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than United States dollars and as a result dollars, not be discharged until the first business day, following receipt by such Underwriter of any variation as between (i) sum adjudged to be so due in such other currency, on which (and only to the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of extent that) such judgment or order, and (ii) the rate of exchange Underwriter may in The City of New York at which such party on the date of payment of such judgment or order is able to accordance with normal banking procedures purchase United States dollars with the amount of the Judgment Currency actually received by such party other currency; if such party had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon such party's receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of Holdings, shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. If the United States dollars so purchased are greater less than the sum originally due to the Underwriters such Underwriter hereunder, the Underwriters agree Company agrees, as a separate obligation and notwithstanding any such judgment, to pay to Holdings an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder. The term "rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. indemnify such Underwriter against such loss. View More

Foreign Taxes. All payments by Holdings to the Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings is organized, resident, doing business or has an office from which payment is made or deemed to be made, excluding (i)... any such tax imposed by reason of any Underwriter having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder and (ii) any income or franchise tax on the overall net income of an Underwriter imposed by the United States, by the State of New York or any other state thereof, or the District of Columbia, or any political subdivision or territory of the United States, of any state thereof, of the District of Columbia or of the State of New York (all such non-excluded taxes, "Foreign Taxes"). If Holdings is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to such Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied. 33 21. Judgment Currency. Holdings agrees to indemnify the Underwriters against any loss incurred by the Underwriters as a result of any judgment or order in favor of the Underwriters being given or made against Holdings for any amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange in The City of New York at which such party on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such party if such party had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon such party's receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of Holdings, shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to Holdings an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder. The term "rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. View More

Foreign Taxes. All payments by Holdings the Company to the Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the provinces of Canada or any other jurisdiction in which Holdings is organized, resident, doing business or the Company has an office from ...which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of any an Underwriter having some connection with the taxing jurisdiction provinces of Canada other than its participation as an a Underwriter hereunder hereunder, and (ii) any income income, franchise or franchise other similar tax on the overall net income of an any Underwriter imposed by the United States, States or by the State of New York or any other state thereof, or the District of Columbia, or any political subdivision or territory of the United States, of any state thereof, of the District of Columbia States or of the State of New York (all such non-excluded taxes, "Foreign Taxes"). If Holdings is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by any Foreign Taxes withheld or deducted, are payable with respect to payments by the Company to the Underwriters hereunder, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to such Underwriter the Underwriters an amount which, after deduction withholding, deduction, or other payment on account of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied. 33 21. -35- 16. Judgment Currency. Holdings The Company agrees to indemnify the Underwriters, and the Underwriters agree to indemnify the Company against any loss incurred by the Underwriters such indemnified party as a result of any judgment or order in favor of the Underwriters being given or made against Holdings for any amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the spot rate of exchange in The City of New York at which such party the Underwriters or the Company, as the case may be, on the date of payment of such judgment or order is or the date of payment thereof, are able to purchase United States dollars with the amount of the Judgment Currency actually received by such party if such party had utilized such amount of Judgment Currency to purchase United States dollars the Underwriters or the Company, as promptly as practicable upon such party's receipt thereof. the case may be. The foregoing indemnity shall constitute a separate and independent obligation of Holdings, each of the Company and the Underwriters and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to Holdings an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder. The term "rate "spot rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. United States dollars. View More

Foreign Taxes. All payments by Holdings the Company to the Underwriters hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by the provinces of Canada or any other jurisdiction in which Holdings is organized, resident, doing business or the Company has an office from ...which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of any an Underwriter having some connection with the taxing jurisdiction provinces of Canada other than its participation as an a Underwriter hereunder hereunder, and (ii) any income income, franchise or franchise other similar tax on the overall net income of an any Underwriter imposed by the United States, States or by the State of New York or any other state thereof, or the District of Columbia, or any political subdivision or territory of the United States, of any state thereof, of the District of Columbia States or of the State of New York (all such non-excluded taxes, "Foreign Taxes"). If Holdings is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by any Foreign Taxes withheld or deducted, are payable with respect to payments by the Company to the Underwriters hereunder, then amounts payable under this Agreement shall, to the extent permitted by law, shall be increased to such amount as is necessary to yield and remit to such Underwriter the Underwriters an amount which, after deduction withholding, deduction, or other payment on account of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied. 33 21. -33- 17. Judgment Currency. Holdings The Company agrees to indemnify the Underwriters, and the Underwriters agree to indemnify the Company against any loss incurred by the Underwriters such indemnified party as a result of any judgment or order in favor of the Underwriters being given or made against Holdings for any amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the spot rate of exchange in The City of New York at which such party the Underwriters or the Company, as the case may be, on the date of payment of such judgment or order is or the date of payment thereof, are able to purchase United States dollars with the amount of the Judgment Currency actually received by such party if such party had utilized such amount of Judgment Currency to purchase United States dollars the Underwriters or the Company, as promptly as practicable upon such party's receipt thereof. the case may be. The foregoing indemnity shall constitute a separate and independent obligation of Holdings, each of the Company and the Underwriters and shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. If the United States dollars so purchased are greater than the sum originally due to the Underwriters hereunder, the Underwriters agree to pay to Holdings an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters hereunder. The term "rate "spot rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. United States dollars. View More

Foreign Taxes. All payments by Holdings or a Selling Stockholder to the Underwriters Underwriter hereunder shall be made free and clear of, and without deduction or withholding for or on account of, any and all present and future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected, withheld or assessed by any jurisdiction in which Holdings or such Selling Stockholder is organized, resident, doing business or has an offi...ce from which payment is made or deemed to be made, excluding (i) any such tax imposed by reason of any the Underwriter having some connection with the taxing jurisdiction other than its participation as an Underwriter hereunder and (ii) (including, if applicable, any income or franchise tax on the overall net income of an Underwriter imposed by the United States, States or by the State of New York or any other state thereof, or the District of Columbia, or any political subdivision or territory of the United States, of any state thereof, of the District of Columbia States or of the State of New York York) (all such non-excluded taxes, "Foreign Taxes"). If Holdings or any Selling Stockholder is prevented by operation of law or otherwise from paying, causing to be paid or remitting that portion of amounts payable hereunder represented by Foreign Taxes withheld or deducted, then amounts payable under this Agreement shall, to the extent permitted by law, be increased to such amount as is necessary to yield and remit to such the Underwriter an amount which, after deduction of all Foreign Taxes (including all Foreign Taxes payable on such increased payments) equals the amount that would have been payable if no Foreign Taxes applied. 33 21. -33- 22. Judgment Currency. Holdings agrees and each Selling Stockholder, severally and not jointly, agree to indemnify the Underwriters Underwriter against any loss incurred by the Underwriters Underwriter as a result of any judgment or order in favor of the Underwriters Underwriter being given or made against Holdings or any Selling Stockholder for any amount due hereunder and such judgment or order being expressed and paid in a currency (the "Judgment Currency") other than United States dollars and as a result of any variation as between (i) the rate of exchange at which the United States dollar amount is converted into the Judgment Currency for the purpose of such judgment or order, and (ii) the rate of exchange in The City of New York at which such party on the date of payment of such judgment or order is able to purchase United States dollars with the amount of the Judgment Currency actually received by such party if such party had utilized such amount of Judgment Currency to purchase United States dollars as promptly as practicable upon such party's receipt thereof. The foregoing indemnity shall constitute a separate and independent obligation of Holdings, Holdings and each Selling Stockholder, shall continue in full force and effect notwithstanding any such judgment or order as aforesaid. If the United States dollars so purchased are greater than the sum originally due to the Underwriters Underwriter hereunder, the Underwriters agree Underwriter agrees to pay to Holdings and each Selling Stockholder an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriters Underwriter hereunder. The term "rate of exchange" shall include any premiums and costs of exchange payable in connection with the purchase of, or conversion into, the relevant currency. View More