Covered Taxes. The Borrower agrees that:
(a) All payments of principal of and interest on the Loan and all other amounts payable on, under or in respect of this Agreement, the Loan, or the Note by the Borrower, including amounts payable by the Borrower under paragraph (b) of this Section 3.05, shall be made free and clear of all present and future income, stamp and other taxes and levies, imposts, deductions, charges, compulsory loans and withholdings (other than taxes imposed on the overall net income of the Lender by the jurisdiction in which it has its principal office) (hereinafter called “Covered Taxes”) all of which will be paid by or on behalf of the Borrower, for its own account, prior to the date on which penalties attach thereto.
(b) The Borrower will indemnify the Administrative Agent and the Lender against, and reimburse the Administrative Agent and the Lender on demand for, any Covered Taxes paid by the Administrative Agent or the Lender and any loss, liability, claim or expense, including interest, penalties and reasonable and documented legal fees, which the Administrative Agent or the Lender may incur at any time arising out of or in connection with any failure of the Borrower to make any payment of Covered Taxes when due. If the Lender determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to Section 3.05(c), the Lender shall pay to the Borrower as soon as practicable an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under Section 3.05(c) with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) incurred by the Lender, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund), provided that the Borrower, upon the request of the Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender in the event the Lender is required to repay such refund to such Governmental Authority.
(c) In the event that the Borrower is required by applicable law, decree or regulation to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Loan or the Note (includin...
Covered Taxes. All Covered Taxes in respect of this Guaranty or any amounts payable or paid under this Guaranty shall be paid by Guarantor when due and in any event prior to the date on which penalties attach thereto. Each Guarantor will indemnify Agent and each of the Lenders against and in respect of all such Covered Taxes. Without limiting the generality of the foregoing, if any Covered Taxes or amounts in respect thereof must be deducted or withheld from any amounts payable or paid by any Guarantor hereunder, such Guarantor shall pay such additional amounts as may be necessary to ensure that Agent and each of the Lenders receives a net amount equal to the full amount which it would have received had payment (including of any additional amounts payable under this Section 16.2) not been made subject to such Covered Taxes. Within thirty (30) days of each payment by any Guarantor hereunder of Covered Taxes or in respect of Covered Taxes, such Guarantor shall deliver to Agent satisfactory evidence (including originals, or certified copies, of all relevant receipts) that such Covered Taxes have been duly remitted to the appropriate authority or authorities.
Covered Taxes. The Partnership agrees that, whether or not funds are paid under the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee:
(a) All payments of principal of and interest on the Oil Payment Reimbursement Payments and all other amounts payable on, under or in respect of this Agreement, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee by the Partnership or the Borrower, as the case may be, to the Administrative Agent or the Primary Insurer, including without limitation amounts payable by the Partnership or the Borrower under clause (b) of this Section 10.14 and under Section 10.10, shall be made free and clear of, and without deduction or withholding for, any and all present and future Taxes imposed, assessed, levied or collected by any Governmental Authority, under or in respect of this Agreement, the Oil Payment Note, the Guaranty Insurance Policy or the Debt Service Reserve Insurance Guarantee, the execution, registration, enforcement, notarization or other formalization of any thereof, and any payments of principal, interest, charges, fees, commissions or other amounts made on, under or in respect thereof ("Covered Taxes"), all of which shall be paid by the Borrower, for its own account, prior to the date on which penalties attach thereto. In addition, the Partnership and Borrower will pay any and all excise taxes related to payments under this Agreement, the Oil Payment Note or the Debt Service Reserve Insurance Guarantee.
(b) The Partnership shall indemnify and hold harmless the Administrative Agent and the Primary Insurer against, and promptly reimburse the Administrative Agent and the Primary Insurer on demand for, any Covered Taxes paid by the Administrative Agent or the Primary Insurer and any Loss that the Administrative Agent or the Primary Insurer may incur at any time arising out of or in connection with any failure of the Partnership to make any payment of Covered Taxes when due, other than any interest, penalties or legal fees arising from the failure of the Borrower to pay such Covered Taxes due to the gross negligence or willful misconduct of the Administrative Agent or the Primary Insurer.
(c) In the event that the Partnership is required by applicable law to deduct or withhold Covered Taxes from any amounts payable on, under or in respect of this Agreement, the Oil Payment Note (including without limitation any amounts payable under clause (b) of this Section 10.14), th...
Covered Taxes. See Section 6.3.1.
Covered Taxes. See Section 2.13(a) Cumulative Excess Cash Flow. On any date of determination, the Excess Cash Flow of the Borrower for the period commencing on February 3, 2002 and ending on the last day of the most recently completed fiscal quarter of the Borrower.
Covered Taxes. See Section 2.14(a)
Covered Taxes. See Section 2.14(a) Default. An event or condition that, but for the requirement that time elapse or notice be given, or both, would constitute an Event of Default.
Covered Taxes. 17 10.15 Payments............................................................. 18 10.16 No Direct Right Against Reinsurer.................................... 18 APPENDICES
Covered Taxes. The term "Covered Taxes" shall have the meaning specified in Section 10.5.
Covered Taxes. All taxes, levies, imposts, duties, charges or fees of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein, excluding net income taxes or other taxes of whatever nature generally assessed on the overall net income of a Lender or the Administrative Agent that are imposed on such Lender or the Administrative Agent by the government or other authority of the country, state or other jurisdiction under the laws of which such Lender or Administrative Agent is organized or in which it is otherwise doing business or any political subdivision or taxing authority thereof. Credit Agreement. This Revolving Credit and Term Loan Agreement, including the Schedules and Exhibits hereto. Debt Issuance. Any sale, issuance or other incurrence by the Borrower or any of its Subsidiaries of any Indebtedness, other than those permitted pursuant to Section 10.1.